Terms of Service

LEPRIX INC. WHOLESALE TERMS OF SERVICE
General Terms
Last Updated: June 4, 2024

1. Overview and Acceptance of Use

LePrix, Inc. (“LePrix Wholesale”) is a curated wholesale online marketplace connecting pre-owned luxury sellers (“Suppliers”) with retail buyers (“Retailers”), accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). LePrix Wholesale platform includes a B2B marketplace model and additional services for enterprise level clients (“Enterprise”). Enterprise level clients are subject to the Terms of Service, Retailer Terms of Use and other agreements including, but not limited, to Service Level Agreements (“SLA”). Throughout these Terms of Service (“Terms”), the terms “LePrix”, “our”, “us”, and/or “we” refer to LePrix. The terms “you” and/or “your” refer to any visitor of the Site and/or the Application and any user of the Services, including any Member (as defined below). These Terms govern your access to and use of the Services and Collective Content (defined below), and constitute a binding legal agreement between you and LePrix.

Please read these Terms, our Privacy Policy, the Retailer Terms of Service, and Supplier Terms of Service, all of which are incorporated herein by reference and govern your access to and use of the Services. The Services are offered and available solely to users who are 18 or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with LePrix and meet the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that party to these Terms and, in such event, “you” and “your” will refer and apply to that party.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES (INCLUDING BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ONTO THE SERVICES), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS AND POLICIES REFERENCED IN THESE TERMS. THIS APPLIES WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE SERVICES. IF YOU DO NOT AGREE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR COLLECTIVE CONTENT.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE INDIVIDUAL DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU SHOULD THERE BE A DISPUTE. YOUR AGREEMENT TO THESE TERMS INDICATES YOUR EXPRESS ACKNOWLEDGEMENT AND AGREEMENT THAT YOU HAVE READ AND UNDERSTAND HOW THE ARBITRATION PROVISION SET FORTH IN SECTION 26 BELOW WORKS.

LePrix Inc allows third party Suppliers to list and sell their items in LePrix Wholesale marketplace on the Site and Services. Suppliers’ items will be made available for sale on all of our Sites and mobile applications. Retailers and Suppliers must have an account to purchase or sell items on the LePrix Wholesale platform (see Section 4).

Auction: Retailers may place bids on the platform for specific items in LePrix Wholesale Auction. If a Supplier uses the LePrix Wholesale Auction platform to place an item for a fixed or minimum price, the Supplier makes a binding offer to conclude a contract for this item at this fixed or minimum price. If a Retailer uses the LePrix Wholesale Auction platform to place a maximum offer bid offering a fixed or maximum price for a specific item, the Retailer makes a binding offer to conclude a contract for this item at the won price. LePrix reserves the right to limit the amount or value of a Retailer’s bids at any time.
Stock: Suppliers may list their items with the “buy now” function. If the Retailer uses the “buy now” feature, Retailers contractually agree to pay for items purchased.

In these scenarios the contract is concluded between Retailer and Supplier under the condition that the item is as described by the Supplier.

A further description of the marketplace process and the rules applicable to buyers and sellers is available on our FAQ page, as updated from time to time. While LePrix as the platform provider helps facilitate transactions that are carried out on the LePrix Wholesale platform, LePrix is neither the Retailer nor the Supplier of the Supplier’s items. LePrix provides a venue for Retailers and Suppliers to complete transactions. Accordingly, the contract formed at the completion of a sale for these third party items is solely between the Retailer and Supplier. Although LePrix might provide historical pricing data to the Retailer and Supplier, we do not set prices for the items and LePrix is not an auctioneer.

LePrix acts as a commercial agent to conclude the sale on behalf of each Retailer and Supplier involved in each transaction. Because Suppliers set prices, they may be higher than the retail value of the items sold on our Site. Any item valuations displayed through the Services are estimates only. LePrix does not guarantee that any item will sell. LePrix reserves the right to investigate complaints and violations of these Terms and, to the extent permitted by applicable law, may take any actions we deem appropriate, including suspending a buyer or seller account and charging your payment method for costs we incur as a result of the violation. Although the Services are anonymous and we generally do not share your information with other Retailers and Suppliers, we may share your information with law enforcement and professional advisers under an obligation of confidentiality as part of an investigation related to any alleged violation of law or these Terms in accordance with our Privacy Policy, and we may respond to all inquiries initiated by law enforcement or other governmental agencies.

The Services are accessible to certain international Suppliers and Retailers. LePrix may provide access to certain features and tools to international Suppliers and Retailers, such as estimated local currency conversion and integrated international shipping, customs and tax tools. Suppliers and Retailers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.

2. Modification

We reserve the right, at our sole discretion to modify, suspend, discontinue or terminate the Services or any content, feature or material we provide thereon, or to modify these Terms, at any time and without prior notice, and have no obligation to update any information thereon. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services to users, including Members. You agree that it is your responsibility to monitor changes to our Services. If we modify these Terms we will post the modification on the Site or via the Application and/or provide you with notice of the modification. By continuing to access or use the Services thereafter, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.

3. Key Definitions

“Collective” means, collectively, LePrix Content and Member Content.
“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
“LePrix Content” means Content that LePrix makes available through the Services including any Content licensed from a third party, but excluding Member Content.
“Member” means a business that has a LePrix account, as described under the “Account Registration” section below.
“Member Content” means Content that a Member either provides to post or posts itself, uploads, publishes, submits or transmits to LePrix to be made available through the Services, including item listings by Suppliers.

4. Account Registration

To access certain features of the Services and to post any Member Content thereon, you must register to create an account (“Account”) and become a Member. LePrix offers two types of Accounts. The first is a “Retailer Account” for buyers who purchase goods through the Services for the purpose of resale (“Retailers”). The second is a “Supplier Account” for sellers who offer to sell and/or sell their goods to Retailers through the Services (“Supplier”). Member Accounts may be created by LePrix on Member’s behalf to access LePrix Wholesale or on Retailer or Supplier. Each type of Account gives access to different aspects of the Services.

You may register directly via the Site or Application. During the registration process, you will be required to provide certain information (depending on the type of Account), and you will establish a username and a password. You agree that all information you provide to register for an Account (and/or for any subsequent activity or interaction with LePrix and the Services), including through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information or information you provide, consistent with our Privacy Policy.

You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to temporarily suspend or permanently terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password and you agree that you will not disclose it to any third party. You agree that you are solely responsible for any activities or actions under your Account, whether you authorized them or not. You will immediately notify us of any unauthorized use of your Account. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

5. Account Levels

Supplier Account. To sell goods through the Services as a Supplier, you must submit an application to, and be approved by, LePrix or be invited by LePrix. The application process and Supplier Account are both free. The application seeks basic information about you, your company and your items. If approved as a Supplier, you will be required to submit additional information, including about your business, where to deposit funds from sales of your items and applicable tax and related documentation (e.g., EIN, W-8, etc.) if needed. Additional detail regarding information collected can be found in our Privacy Policy. For clarity, your use of the Services as a Supplier is subject to the Supplier Terms of Service.
Retailer Account. To purchase goods through the Services as a Retailer, you need to establish a Retail Account after you apply and are approved by LePrix or be invited by LePrix. When you sign up as a Retailer, you will be required to submit customary information such as your first and last name, store type (e.g., online, brick & mortar), email address and other information about your business. Before you make your first purchase as a Retailer, you may be required to provide additional information such as payment method information, credit card on file, reseller ID number or resale certificate and related documentation and any other information as may be required by LePrix. Additional detail regarding information collected can be found in our Privacy Policy. For clarity, your use of the Services as a Retailer is subject to the Retailer Terms of Service referenced above. You acknowledge and agree that by submitting your application to become a Retailer, you authorize LePrix and its designated agents to access your personal and business credit history, including obtaining a consumer credit report, for the purpose of evaluating your eligibility for a line of credit with LePrix. You further understand that credit inquiries may impact your credit score.

By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay for the goods purchased and any applicable taxes and other fees that may accrue, and authorize us to charge the payment method with the information you have supplied to us, and/or to credit such payment method to make any adjustments if necessary. We reserve the right to correct any errors in pricing. We, and the Supplier, have the right to refuse any order.

6. Ownership

The Services and Collective Content are each protected by copyright, trademark and other laws of the United States and foreign countries. You acknowledge and agree that the Services and Collective Content, excluding your specific Member Content, including all associated intellectual property rights, are the exclusive property of LePrix, its licensors and/or other providers of such material. Other than expressly stated herein, there are no implied licenses granted under these Terms. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Collective Content. Additionally LePrix is the owner of pending, registered and/or unregistered trademarks, trade dress and trade name appearing on the Services, including the LePrix name and logo, and all related names, logos, item and service names, designs and slogans. You agree to not use such marks without LePrix’s prior written permission. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

7. License Granted by LePrix

License Grant. Subject to the terms and conditions of these Terms, LePrix grants you: (a) a non-transferable, non-exclusive, revocable, limited license, with no right to sublicense, to use and access the Services, and to view any Collective Content to which you are permitted access solely for the purposes set forth in these Terms; and (b) a limited non-exclusive, revocable, non-transferable license to download and install a copy of the Application on your device solely in connection with your use of the Services.
Restrictions. Except as otherwise stated, the rights granted herein are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Services or Collective Content; (b) you shall not copy, reproduce, disseminate, distribute, modify, adapt, create derivative works of, publicly display, publicly perform, stream, broadcast, republish, download, disassemble, reverse compile, reverse engineer, store, post or transmit any of the material or content on our Services; and (c) you shall not interfere with or circumvent any feature of the Services, including any security or access control mechanism, in whole or in part, except as permitted in these Terms. Except as expressly granted in these Terms, no licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by LePrix, its licensors or others. If you violate the rights of LePrix, its licensors or others, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.

8. License Granted by Member

We may, in our sole discretion, permit Members to, post, upload, publish, submit or transmit Member Content to us. By providing or otherwise making Member Content available to LePrix on or through the Services, you hereby grant to LePrix a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Member Content on, through or by means of the Services and/or any of LePrix’s advertising, marketing, publicity or other initiatives or events. LePrix does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any Member Content.

You acknowledge and agree that you are solely responsible for any and all Member Content that you make available through the Services. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all such Member Content or you have all rights, licenses, consents and releases necessary to grant to LePrix the rights in such Member Content as contemplated under these Terms; and (b) neither the Member Content or any portion thereof nor your posting, uploading, publication, submission or transmittal of the Member Content or LePrix’s use of the Member Content (or any portion thereof) on, through or by means of the Services and/or third party platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libelous, misleading, or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Member Content you make and its accuracy. LePrix takes no responsibility and assumes no liability for any Member Content posted by you or any third party, and you agree to indemnify LePrix per the terms of the Indemnification section herein.

9. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and agree that if you submit any Feedback to us (through any communication channel), you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

10. Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site or user of the Services, or by anyone who may be informed of any of its contents.

The Services include content provided by third parties, including materials provided by other users, Members, bloggers and third party licensors. All statements and opinions expressed in these materials, and all articles and responses to questions and other Content, other than the Content provided by LePrix, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of LePrix. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

11. Links to Third Party Websites

The Services may contain links to third-party websites or resources. You acknowledge and agree that LePrix is not responsible or liable for: (a) the availability or accuracy of such websites or resources; or (b) the Content, items or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by LePrix of such websites or resources or the Content, items or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, items, or services on or available from such websites or resources. Also, Apple Inc. (“Apple”) and Google, Inc. will be a third party beneficiary to these Terms if you access the Services using applications developed for Apple iOS or Android, respectively. These third party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these applications or devices is subject to terms set forth in their respective terms of service and privacy policies.

12. Prohibited Uses

You agree not to do any of the following:

Post, upload, publish, submit or transmit any Content that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances.
Use, embed, display, mirror or frame the Site or Application, or any individual element within the Services, LePrix’s name, any LePrix trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without LePrix’s express written consent or as enabled by features made available by LePrix (e.g., widgets) (you may link to LePrix’s homepage, so long as you do not imply or suggest any form of association, approval or endorsement on our behalf without our express written consent but you may not link to the Site in a libelous, misleading or otherwise unlawful manner, or in any manner that violates these Terms);
Access, tamper with or use non-public areas of the Site or Application, LePrix’s computer systems or the technical delivery systems of LePrix’s providers;
Attempt to probe, scan, or test the vulnerability of any LePrix system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by LePrix or any of LePrix’s providers or any other third party (including another user) to protect the Services or Collective Content;
Attempt to access or search the Services or Collective Content or download Collective Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by LePrix or other generally available third party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation to, through, or with any assistance from, the Services;
Use any meta tags or other hidden text or metadata utilizing a LePrix trademark, logo URL or item name without LePrix’s express written consent;
Use the Services or Collective Content in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Collective Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services or Collective Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Site, Services or Application without their express permission and in a manner that does not violate LePrix’s Privacy Policy;
Impersonate or misrepresent your affiliation with any person or entity;
Circumvent or manipulate our fee structure, the billing process, any fees owed to LePrix, or any technical measures we use to provide the Site or Services;
Fail to deliver payment for items purchased by you;
Transfer or share your account and User I.D. or account with a third party without our consent;
Create accounts that misrepresent your identity or use the personal information of others;
Use the Site or the Services if you have been previously suspended or removed from the Site or Services or engaged in any activity that could result in suspension or removal from the Site or Services;
Directly or indirectly manipulate the price of any item or interfere with other Seller’s offerings;
Violate any applicable law or regulation; or
Encourage or enable any other third party to do any of the foregoing.

LePrix will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. LePrix may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that LePrix has no obligation to monitor your access to or use of the Services or Collective Content, or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. LePrix reserves the right, at any time and without prior notice, to remove or disable access to any Member Content or Collective Content that LePrix, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Services. LePrix reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if LePrix suspects illegal activity may be taking place.

13. Text Messages and Telephone Calls

LePrix, and those acting on LePrix’s behalf, may contact you by telephone or text message (including through use of an automatic telephone dialing system) at the phone numbers you have provided to us. These messages may include operational messages about your use of the Service. You understand that you are not required to consent to communications as a condition of purchasing any property, goods or services. You may opt out of receiving telephone calls or text messages from us at any time, either by texting the word “STOP” in response to a text message received from us using the mobile device that is receiving the messages. You may continue to receive text messages for a short period while LePrix processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Opting out of receiving operational text messages may impact the functionality of the Services. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. You can also email [email protected] to request opting out.

14. Procedure for Claiming Intellectual Property Infringement – DMCA Notice

LePrix respects intellectual property laws and expects its users to do the same. It is LePrix’s policy to terminate, in appropriate circumstances, Members or other account holders who infringe or are believed to be infringing the intellectual property rights of others.

It is LePrix’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.

In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office, LePrix will respond expeditiously to claims of copyright infringement identified in the sample notice below.

If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Sites by completing the following DMCA Notice of Alleged Infringement and delivering it to LePrix’s Designated Agent. Upon receipt of the Notice as described below, LePrix will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Sites.

DMCA Notice of Alleged Infringement (“Notice”)

Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Site(s) where such material may be found.
Provide your mailing address, telephone number, and, if available, email address. Include both of the following statements in the body of the Notice:
- “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
- “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to LePrix’s Designated Agent:

LePrix Inc.
c/o Barnes Legal P.C.
11 Broadway #615
New York, NY 10004

15. Information We Collect About You

All information we collect about you when you apply for an account or use or visit the Services is subject to our Privacy Policy. By using the Services, you consent to the terms and conditions of the Privacy Policy and all actions taken by us in accordance with it.

16. Termination and Account Cancellation

If you breach any of these Terms, LePrix will have the right to suspend or disable your Account or terminate these Terms, in its sole discretion and without prior notice to you. LePrix reserves the right to revoke your access to and use of the Services and Collective Content at any time, with or without cause. In the event LePrix terminates these Terms for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to [email protected].

17. Disclaimers

THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, LePrix EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LePrix MAKES NO WARRANTY THAT THE SERVICES OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. LEPRIX MAKES NO WARRANTY REGARDING THE QUALITY OF ANY itemS, SERVICES OR COLLECTIVE CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LePrix OR THROUGH THE SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT LePrix DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, NOR DOES LePrix MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. LePrix MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

18. Indemnity

You agree to defend, indemnify, and hold LePrix, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Terms, and/or any law or the rights of a third party, and/or your use of the Services, including your Member Content.

19. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER LePrix NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE itemS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), item LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LePrix HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL LEPRIX’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT EXCEED US$100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LePrix AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

20. Controlling Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action or court proceeding permitted under these Terms will be the state and federal courts located in the Southern District of New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

21. Export Control

You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct item thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

22. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without LePrix’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. LePrix may assign or transfer these Terms in its sole discretion without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

23. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (a) by LePrix via email (in each case to the primary account email address that you provide); (b) by posting to the Site; or (c) via the Application. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

24. DISPUTE RESOLUTION – ARBITRATION

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.

You and LePrix agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to: (a) bring an individual action in small claims court; (b) the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights; (c) pursue an enforcement action through the applicable federal, state or local agency if that action is available; and (d) seek injunctive relief in a court of law in aid of arbitration. YOU ACKNOWLEDGE AND AGREE THAT YOU AND LePrix ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and LePrix otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The parties agree that the Federal Arbitration Act applies and will govern the interpretation and enforcement of this Arbitration Agreement.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an experienced (15+ years practicing) attorney licensed to practice law in the state of California.

Arbitration Location and Procedure. Unless you and LePrix otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed US$10,000, then the arbitration will be conducted solely on the basis of documents you and LePrix submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds US$10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent, to the extent permitted by law, with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. If applicable arbitration rules or laws require us to pay a greater portion or all of such fees and costs in order for this Dispute Resolution provision to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration.

Changes. Notwithstanding the provisions of the “Modification” section above, if LePrix changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected]) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of LePrix’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and LePrix in accordance with the arbitration provisions of this “Dispute Resolution” section (however entitled) as of the date you first accepted these Terms or accepted any subsequent changes to these Terms.

25. Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between LePrix and you regarding the Services and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between LePrix and you regarding the Services and Collective Content.

26. Miscellaneous

The failure by LePrix to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of LePrix. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Throughout these Terms, the word “include” or “including” means “including, but not limited to”. Provisions that by their nature are intended to survive the termination of these Terms or your use of the Services will survive.

27. Contact Us

If you have any questions about these Terms, please contact LePrix at:

LePrix Inc.
4641 Montgomery Ave
Suite 515
Bethesda, MD 20184
[email protected]

LEPRIX INC. RETAILER TERMS OF SERVICE Last Updated: March 24, 2022

Overview

Thank you for your interest in becoming a Retailer on LePrix Wholesale, an online wholesale marketplace platform for pre-owned luxury, accessible through its websites and LePrix Enterprise Solutions (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Retailer Terms of Service (“Retailer Terms”), the terms “LePrix,” “us,” and/or “we” refer to LePrix Wholesale, Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Retailer. These Terms, along with LePrix’s Terms of Service (the “General Terms”) and Privacy Policy, govern your purchase of goods as a Retailer through the Services. These Retailer Terms reference and link to various LePrix policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Retailer Terms. You hereby acknowledge and agree to terms and conditions set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Retailer Terms, the word “include” or “including” means “including, but not limited to”.

Key Definitions

“Supplier” means a seller who offers to sell and/or sells its goods to Retailers through the Services. “Retailer” means a buyer who purchases goods through the Services for the purpose of resale. 3. About LePrix Inc allows third party Suppliers to list and sell their items in LePrix Wholesale marketplace on the Site and Services. Suppliers’ items will be made available for sale on all of our Sites and mobile applications. Retailers and Suppliers must have an account to purchase or sell items on the LePrix Wholesale platform (see Section 3).

LePrix Wholesale Auction: LePrix is not an auction house. Retailers may place bids on the platform for specific items in LePrix Wholesale Auction. If a Supplier uses the LePrix Wholesale Auction platform to place an item for a fixed or minimum price, the Supplier makes a binding offer to conclude a contract for this item at this fixed or minimum price. If a Retailer uses the LePrix Wholesale Auction platform to place a bid offering a fixed or maximum price for a specific item, the Retailer makes a binding offer to conclude a purchase contract for this item at the won price.

LePrix Stock: Suppliers may list their items with the “buy now” function. If the Retailer uses the “buy now” feature, Retailers contractually agree to pay for items purchased.

In these scenarios the contract is concluded between Retailer and Supplier under the condition that the item is as described by the Supplier.

More About Leprix Auction

LePrix is not an auction house and does not conduct live auctions. Our service allows you to participate in auctions conducted by the suppliers. Although LePrix might provide historical pricing data to the Retailer and Supplier, we do not set prices for the items and LePrix is not an auctioneer. We are solely a conduit to facilitate transactions between you and the Supplier. We reserve the right in our sole and absolute discretion to change some or all of our services at any time. We have no control over the quality, safety, or legality of the items advertised, the truth or accuracy of the listings, or the ability of the Supplier to sell and the ability of buyers to buy items. We also do not ensure or guarantee that a Retailer or Supplier will complete a transaction. You agree and acknowledge that, in exchange for valuable consideration (including but not limited to the rights to use the Site, use the Services and participate in the Auction), all bids placed by you are irrevocable offers to purchase an item that may not be withdrawn by you at any time after the close of the auction. By placing a bid or bids placed on your behalf by LePrix as mutually agreed, you expressly agree that if you are the winning bidder you will pay for your item per the due date on your invoice. It is your responsibility to read the full item listing and to understand delivery conditions before you place your bid. 3. Account Registration – Retail Account

Retailer Account. To purchase goods through the Services as a Retailer, you must apply or be invited by LePrix, to create a retailer account and be approved by LePrix (“Retailer Account”), as further set forth in the General Terms. We reserve the right to deactivate your account if we find that you are in breach of these Retailer Terms.

Qualifications. To qualify for a Retailer Account, Retailers must have an online, brick and mortar or pop-up store that is open and ready for business (social media businesses, authorized subscription boxes and booths may also qualify at our discretion). You must also have, and upon request provide proof of, a valid reseller’s permit/certificate and business license, EIN, VAT No., or business ID (or your state’s or region’s equivalent documentation).

Item and Content Compliance

You acknowledge and agree that LePrix is not required to determine whether the items sold on the Services, or any Content related thereto: (i) comply with all laws, rules and regulations, including but not limited to, safety, labeling, testing, warning, import/export, and/or other consumer protection law requirements; (ii) do not infringe upon the intellectual property, publicity or other rights of others; (iv) do not contain false, inaccurate or misleading information; (iii) are allowed to be sold from the Supplier’s jurisdiction and/or into your jurisdiction; and/or (iv) are allowed to be sold by you from your jurisdiction into your customer’s jurisdiction. You agree to conduct the necessary due diligence for compliance and suitability of Suppliers and their items. You hereby release LePrix from any liability with respect thereto, and agree to indemnify, defend and hold LePrix harmless for any claims as set forth in the Indemnification section below.

Authenticity, Inspection, and Shipping

As part of the purchase transaction, the Supplier will ship the item to LePrix and LePrix will visually inspect the item and use third-party authenticators or commercially reasonable efforts to confirm it is authentic and meets our quality standards. If LePrix determines the item is authentic and meets our quality standards, LePrix will invoice and ship the item to the Retailer after it is paid, unless otherwise mutually agreed. If LePrix cannot reasonably confirm the authenticity of the item or determines it is not authentic or does not meet our quality standards, then we will notify the Retailer and the Supplier that the item has not passed inspection. Additionally, LePrix has the right to reject any item for any reason, including but not limited to, authenticity, failure to meet our condition standards, or damage of the item. LePrix policy requires Suppliers to confirm and ship items within the specified timeframe after Retailer’s purchase. However, because LePrix cannot control the amount of time it takes for the item to reach LePrix, we cannot guarantee a specific delivery time frame for any items and therefore, Retailer is not permitted to cancel the purchase if the item does not ship from the Supplier within the specified timeframe in the sale confirmation email after purchase. Once we receive the item from the Supplier it generally takes up to five (5) business days for us to authenticate the item and ship it to a buyer. If a Retailer does not receive an item, the Retailer shall promptly report the issue to LePrix within three (3) days of the latest estimated delivery date. LePrix has the right, in our sole and absolute discretion to refuse to accept returns or other refunds and/or to charge restocking fees for returned or abandoned items. See section 8. If a Retailer or Supplier refuses to accept delivery of a package sent to his/her address on file, LePrix will consider the property abandoned after thirty (30) days and may charge the Retailer or Supplier LePrix’s reasonable expenses incurred due to such refusal to accept delivery.If the property is deemed abandoned, LePrix, may in its sole and absolute discretion, resell or dispose of the items on your behalf, as well as donate the items to a charity of LePrix choosing.

Orders

Right to Refuse. You acknowledge and agree that Suppliers and/or LePrix may refuse to complete your purchase for any reason. Inventory. LePrix will encourage Suppliers to update their inventory status to sell goods to Retailers to avoid cancellations. However, you acknowledge and agree that LePrix does not guarantee a Supplier’s inventory to be available to sell to you. No Circumvention. You acknowledge and agree that you will place all orders for a Supplier’s item through the Services for any Supplier that you are first introduced to through the Services. You acknowledge and agree that you will not influence Suppliers, or otherwise circumvent LePrix’s process or the Services, by transacting orders with Suppliers you were introduced to through the Services outside of the Services. Failure to comply with this provision may result in temporary suspension or permanent termination of your Retailer Account and your ability to purchase items on LePrix in the future. LePrix Wholesale Promise. LePrix Wholesale Promise is a program in which Suppliers authenticate and guarantee authenticity of their respective items. Once your purchase is made, LePrix will re-inspect the quality of your purchased items to verify the items are as described. LePrix will also retain a third-party authenticator to re-authenticate the item. If the item is not as described upon receipt, you may make a request at https://wholesale.leprix.com/exchange-program to request a refund or exchange. Shipping Address and Drop Shipping. You agree to provide a valid, physical address to receive the item that you order through the Services. At this time, LePrix does not offer drop shipping to customers of Retailers, however you can let us know if you are interested in drop ship as a future service. Retailers are also not allowed to forward purchased items to overseas locations, whether through mail forwarding services or otherwise. Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including sales taxes, as well as any other payments or filings required under applicable law. You hereby release LePrix with respect thereto, and agree to indemnify, defend and hold LePrix harmless against any and all such taxes, contributions, penalties and/or interest.

Payment

Payment Methods. To make a purchase, you must link an approved payment method (such as a ACH, wire, credit or debit card, but excluding pre-paid cards) with your Retailer Account, unless otherwise agreed by LePrix. Approved payment methods may vary by region. By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay for the goods purchased, and any applicable taxes and other fees that may accrue, and you authorize LePrix and/or its affiliates to charge the payment method with the information you have supplied to LePrix, and/or to credit that payment method to make any adjustments if necessary. LePrix reserves the right to correct any errors in pricing. We will charge your default payment method on file in your Retailer Account. If it fails, we reserve the right to charge any other payment method you have included in your Retailer Account. Payment Processors. LePrix uses third-party service providers for credit card/ACH/wire payment processing, fraud alerts, payment processing and disbursement of funds to Suppliers. You acknowledge and agree that LePrix may share information about you with those payment processors in order to complete the transaction. Payment Accounts. You agree to make payment when the item is ready to be shipped by LePrix to your location, at which time LePrix will send you an invoice. Your method of payment will automatically be charged before the order is in transit. Failure to Make Payment & Payment Plan Program. You acknowledge and agree that if you fail to make timely payment for any goods you ordered through the Services, LePrix may, at its option and without notice to you, demand immediate payment of all outstanding invoices, cancel or suspend orders, offset monies that may be owed to you, assess late payment penalties at the highest rate allowed by law and/or temporarily suspend or permanently terminate your Retailer Account. LePrix reserves the right to turn your account over to a collection agency or seek any other legal or equitable remedies available to collect any outstanding debt. You acknowledge and agree that if any payment becomes 60 days past due, and you have not otherwise opted into a payment plan program offered by LePrix, LePrix may at its option automatically enroll you into a 3 month payment plan, and you hereby agree to pay the total amount due in equal weekly installments over such 3 month period. LePrix reserves the right to apply a fee for this service in addition to applicable late fees. This payment plan program is only applicable to the purchase of goods, and does not apply to any paid subscription plans or other services. Maintenance of Payment Information: In order to place a bid or list an item, you must have valid payment information stored in your profile. You authorize LePrix to verify the validity of the card by authorizing a charge of no more than $2 if necessary. By providing your credit card information to LePrix, you irrevocably authorize LePrix to charge your credit card for the total purchase amount of any winning bid if your invoice is not paid within 7 days after the due date or a date otherwise agreed to by LePrix. You also agree and acknowledge that you will maintain valid credit card information within your user profile so long as you maintain an account with LePrix and that you are authorized to use the designated payment method. LePrix reserves the right in its sole and absolute discretion to cancel listings or bids or suspend bidding privileges of any user not maintaining valid payment information. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, and/or retain collection agencies and legal counsel. In addition, you may be subject to late fees and interest in LePrix’s discretion which will not exceed the maximum amount permitted by applicable law. Failure to Pay: Any items not paid for in accordance with the LePrix Terms and Conditions within ten (10) days of the invoice due date will be forfeited by you, in which LePrix may, in its sole and absolute discretion, may resell or dispose of the items on your behalf, as well as donate the items to a charity of LePrix choosing.
Late Payment Penalty: Failure to pay by the User will result in a late payment penalty of 26.82% annualized interest rate. Security Interest. LePrix retains a purchase money security interest under the governing laws of the State of New York on unpaid items until payment in full has been made. In the event of default by purchaser, LePrix shall have all the rights and remedies of a secured creditor under the governing laws of the State of New York. Retailer authorizes LePrix to prepare any such financing statements and other documents as LePrix may require in order to perfect LePrix’s security interest.

Shipping Costs and Lead Times

Shipping Costs. Unless LePrix has authorized free shipping, you are responsible for and agree to pay for all shipping costs displayed on your invoice as well as any customs and/or duties on international orders. Shipping costs will be included in your invoice. Shipping costs will vary depending on the weight of the package and where the package is being shipped from.

Lead Times. You acknowledge that lead times vary on how long it takes for a LePrix to ship your item(s). When your item(s) are ready to ship, you will receive a shipping notice, giving you a tracking number and letting you know the cost of shipping. This information is also available in your Account.

8.Exchanges, Refunds, Cancellations

Exchanges: LePrix offers exchanges on qualifying Wholesale Stock orders within 60 days. See FAQ for more information on qualifying orders https://wholesale.leprix.com/exchange-program. Wholesale Auction items are NOT eligible for exchange. When items are returned to LePrix by a Retailer, LePrix will verify the exchange for credit. If the exchange is approved, the Retailer will be credited the total purchase amount minus 10% restocking fee for the item to be used in their next purchase. If you have exceeded the 60 day window, you may ask LePrix to sell your exchanged item on your behalf and may redistribute those items through its various redistribution channels. To qualify for an exchange, you must adhere to LePrix return policies as outlined in our Exchange Policy. You agree that if you do not timely report the issue, the item shall be deemed delivered and satisfactory and ineligible for an exchange.
Wholesale Stock Cancellations: If the order has already shipped, you can not cancel it. Please follow the Exchange instructions above.
Edit Auction Bids: You may edit or remove your bids anytime prior to the end time of the Auction by clicking Your Bids and clicking Remove.
Returns: If an item you received is deemed wrong or not as described, you may request a return by filling out the form under the Return Request.
Returns and Exchanges Limits: LePrix would like you to be completely satisfied with your purchase. However, to help keep our prices low and maintain a sustainable business, we must limit the number of returns. The total value of returns must not exceed 5% of the customer’s total purchases on a rolling 60 days.. If your return requests exceed 5% of your total purchases on a rolling 60 days, we reserve the right to deny any additional returns. This limit does not apply to your first purchase.
Auction Items: Items won in Auction are NOT eligible for exchange.

LePrix reserves the right to accept or reject any requests for return, exchanges or refunds filed by a Retailer in its sole reasonable discretion, including in the event LePrix suspects any fraudulent activity. LePrix’s decision whether to accept a damaged or missing claim shall be final.

9.Item Content

You acknowledge and agree that LePrix is not responsible, nor shall LePrix be held liable, for any Content, and LePrix makes no representation or warranty that the Content does not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libelous or otherwise unlawful, abusive, harassing or obscene material, or result in the violation of any applicable law or regulation.

All items are sold “as is-where is” and you are aware that, unless otherwise stated, the items sold on the Site are not new nor in perfect condition, may have patent and/or latent defects, may require touch-up or repairs prior to use, and the available information about these items may be limited. Descriptions are provided by Suppliers. You may contact LePrix for more information; however, you understand that LePrix is only providing an opinion to assist with your independent determination. By providing an opinion, LePrix is not admitting to any responsibility for other Member’s actions as stated above. You acknowledge that the perception of the item quality or condition varies.

10.Disputes

For any disputes regarding an order or item from a Supplier, you agree to try to informally resolve the dispute directly with the Supplier through your LePrix Account Manager. If you are not able to resolve the dispute, you may contact LePrix to help resolve the issue. You agree that LePrix has no duty or obligation to resolve any issue you have with a Supplier, and you hereby release LePrix from any and all liability relating to any dispute you have with a Supplier. If you are a California resident, you waive California Civil Code § 1542, as amended from time to time, and any similar statutes, to the extent that such statute(s) prohibits a general release from extending to claims that a creditor does not know or suspect to exist in his/her favor at the time of executing the release, which, if known by the creditor, would materially affect his/her settlement with the debtor.

13.Indemnity

You agree to defend, indemnify, and hold LePrix, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Retailer Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

14.Termination

If you breach any of these Retailer Terms, LePrix will have the right to temporarily suspend or permanently terminate your Retailer Account, these Retailer Terms and/or the General Terms in its sole discretion and without prior notice to you. LePrix reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event LePrix terminates these Retailer Terms, your Retailer Account and/or the General Terms due to your breach, you will remain liable for all amounts due hereunder.

You may terminate your relationship with LePrix at any time by contacting LePrix’s support team at [email protected] or as otherwise indicated in your Retailer Account portal. LePrix will close your Retailer Account once there has been an accounting of all monies due and owing.

LePrix Inc. Supplier Terms of Service Last Updated: March 24,, 2022

Overview

Thank you for your interest in becoming a supplier on LePrix Inc’s, LePrix Wholesale online marketplace, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Supplier Terms of Service (“Supplier Terms”), the terms “LePrix,” “us,” and/or “we” refer to LePrix Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Supplier. These Supplier Terms, along with LePrix’s Terms of Service (“General Terms”) and Privacy Policy, govern your sale of goods as a Supplier through the Services. These Supplier Terms reference and link to various LePrix policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Supplier Terms. You hereby acknowledge and agree to the set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Supplier Terms, the word “include” or “including” means “including, but not limited to”.

Key Definitions

LePrix Wholesale Auction: LePrix is not an auction house and does not conduct live auctions. Our service allows Retailers to participate in auctions conducted by the Suppliers. Although LePrix might provide historical pricing data to the Retailer and Supplier, we do not set prices for the items and LePrix is not an auctioneer. We are solely a passive conduit to facilitate communication between you and the Retailer. We reserve the right in our sole and absolute discretion to change some or all of our services at any time. We have no control over the quality, safety, or legality of the items advertised, the truth or accuracy of the listings, or the ability of the Supplier to sell and the ability of Retailers to buy items. We also do not ensure or guarantee that a Retailer or Supplier will complete a transaction. You agree and acknowledge that, in exchange for valuable consideration (including but not limited to the rights to use the Site, use the Services and participate in the Auction). If you use the LePrix Wholesale Auction platform to place an item for a fixed or minimum price, you make a binding offer to conclude a contract for this item at this fixed or minimum price. If a Retailer uses the LePrix Wholesale Auction platform to place a bid offering a fixed or maximum price on your item, the Retailer makes a binding offer to conclude a purchase contract for this item at the won price.

LePrix Stock: Suppliers may list their items with the “buy now” function. If the Retailer uses the “buy now” feature, Retailers contractually agree to pay for items purchased.

In these scenarios the contract is concluded between Retailer and Supplier under the condition that the item is as described by the Supplier.

A further description of the marketplace process and the rules applicable to buyers and sellers is available on our FAQ page, as updated from time to time. While LePrix as the platform provider helps facilitate transactions that are carried out on the LePrix Wholesale platform, LePrix is neither the Retailer nor the Supplier. LePrix provides a venue for Retailers and Suppliers to complete transactions. Accordingly, the contract formed at the completion of a sale for these third party items is solely between the Retailer and Supplier.

Account Registration – Supplier Account

Supplier Account. To sell goods through the Services as a Supplier, you must either be invited by LePrix or submit an application to become a seller and be approved by LePrix for an account (“Supplier Account”), as further set forth in the General Terms. By accepting these Supplier Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety) during the Supplier application process (as detailed in the General Terms), you authorize LePrix and its affiliates and payment processors to settle and disburse funds to you and on your behalf. LePrix will use good faith efforts to review your application to become a Supplier as soon as possible. You acknowledge that LePrix is only able to accept a limited number of Suppliers at any given time, and that LePrix is not obligated to accept you as a Supplier. You hereby release LePrix from any liability regarding the acceptance process.

Onboarding & Basic Terms

Onboarding. LePrix will send you a partnership agreement and/or guidelines and will activate your account once it is finalized and executed. After LePrix’s review and approval of your Supplier Account, LePrix will consult with you on the best way to integrate and publish your items on LePrix Wholesale. You agree to make your best efforts to meet LePrix’s photography standards, provide only authentic items to list and sell, and provide LePrix your very lowest wholesale price. LePrix may ask for additional information as needed. LePrix reserves the right to remove any of your items at any time.
Items. As part of the onboarding process, you are to submit to LePrix your wholesale items catalog which may include, but not limited to, the following information: (i) item brand; (ii) item title including the style or model name; (ii) condition per LePrix’s condition grading table; (iii) description including size or measurements, defects, material, color; (iv) your lowest wholesale price; (vi) retail (consumer) price; (vii) and update LePrix if items are active or inactive within one business day. High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your items in accordance with LePrix’s photography guidelines including front, back, sides, bottom, interior, close ups of any defects, straps, etc. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by LePrix, and LePrix will select the best quality and most appropriate photographs for your Shop Page. LePrix reserves the right to reject content that violates LePrix’s guidelines or these Supplier Terms. Shipping Lead Time. You agree to ship your sold items within two business days unless otherwise agreed. You must provide your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. LePrix reserves the right to adjust the shipping lead time, based on actual historical lead times. The lead time you set may be displayed for the purpose of informing Retailers, who may rely on it when making a purchase. You must also enter an expected shipping date once orders are placed in order to approve/accept the order. You may edit your lead time in your Supplier Account settings. Anonymity. LePrix does not share the identity of Suppliers or Retailers

Content License, Representations and Warranties

License. You hereby grant to LePrix a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit your Content on, through or by means of the Services and any of LePrix’s advertising, marketing, publicity and other initiatives and events. LePrix does not claim any ownership rights in any of your Content and nothing in these Supplier Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that LePrix may at its option, grant a limited, revocable sublicense to Retailers to use your Content on their website for the sole purpose of promoting products purchased from you through the Services. Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to LePrix the rights in such Content as contemplated under these Terms; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by LePrix or a Retailer of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. LePrix takes no responsibility and assumes no liability, and you hereby release LePrix from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify LePrix per the terms of the Indemnification section herein.

Product Listing and Compliance Product Listing. LePrix requires each Supplier to list their entire wholesale catalog, unless otherwise agreed in writing by LePrix, and provide a description for each product. LePrix reserves the right to accept or reject any products and has final discretion as to the content of the final Shop Page. Supplier’s available products will at all times comply with LePrix’s Product Guidelines regarding prohibited products. Maximum List Price. LePrix has a maximum price for products listed on the Services. Product and Content Compliance. All products made available on LePrix, and related Content, must meet LePrix’s Product Guidelines, found here. You acknowledge and agree to: (i) abide by LePrix’s Product Guidelines and to refrain from making available any prohibited products identified in LePrix’s Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including that they are allowed to be sold from your jurisdiction and into the Retailer’s jurisdiction. You acknowledge and agree that LePrix is not responsible for determining whether you meet the above requirements, you hereby release LePrix from any liability with respect thereto and agree to indemnify LePrix as set forth in the Indemnification section set forth below. Failure to comply with LePrix’s Products Guidelines may result in the temporary suspension or permanent termination of your Supplier Account, in our sole discretion. Authenticity. You agree to inspect and authenticate your items before listing them on the Site. You guarantee authenticity of your items and agree to refund the cost of the item and shipping for items deemed inauthentic by LePrix’s third party authenticators.
Product Pricing Pricing Consistency. You acknowledge and agree that your prices will be consistent with or lower than all other wholesale and retail channels where your items can be found in the applicable region. Price Audits. You acknowledge and agree that LePrix may perform routine price and content audits of the your items listed on the Site. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Retailers. In the event a discrepancy is found, LePrix may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, LePrix reserves the right to temporarily suspend or permanently terminate your Supplier Account.
Title, Returns, Promotions Flash Title. With respect to Suppliers located in the United States, as soon as you accept an order from a Retailer, title to the product(s) in the order passes to LePrix before passing to the Retailer. If the Retailer cancels the order prior to you shipping the order, or if the Retailer cancels the order because you have delayed shipping the order past the expected shipping date, then title passes back to you. Items Not as Described or Inauthentic. For items LePrix deems not as described or if a third party authenticator deems items as inauthentic, then Supplier takes on this return risk, and the returned item will be deducted from your payout for the order unless otherwise agreed in writing. Returned Products. Supplier takes title of any returns by a Retailer, subject to its return policies (not all products are eligible for return). LePrix may, at its option, promote and distribute any returned products through its various redistribution channels. Retailers may purchase these returned products. You acknowledge and agree that LePrix may promote and redistribute such products through LePrix and other avenues. If you do not want your returned products to be re-sold or redistributed by LePrix, you may request a return of your inventory plus shipping, customs and duties (if applicable).
Commissions, Placement Fees, and Payout Schedule

Acceptance of Terms. By accepting these Supplier Terms, you acknowledge and agree to the commissions, fees, calculations and payout schedule set forth below. You agree and authorize LePrix and/or its payment processors to deduct all commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account. LePrix Commission. Unless otherwise agreed by LePrix in writing, LePrix charges Suppliers a commission (the “Commission”) up to 5% on all orders. If Supplier consistently shares potential Suppliers or Retailers to join LePrix Wholesale and generate sales, the Commission will drop to 1%. The Commission helps cover marketing, sales, and customer services efforts from LePrix on your behalf. Unless otherwise agreed by LePrix in writing, LePrix charges Suppliers a commission (the “Commission”) up to a 5% fee on all orders unless Supplier is integrated by API in which case, the fee may be lowered if approved by LePrix. The Commission helps cover marketing, sales, and customer services efforts from LePrix on your behalf. Calculation. Commissions (including the first order surcharge) are calculated based on the dollar amount of the order total, excluding shipping costs. Any items that a Retailer marks as damaged or missing are deducted from the payout of the order (LePrix does not receive a commission on these items). Payout Schedule. LePrix currently offers two types of payout accounts for Suppliers. (1) US based Suppliers will be paid via Bill.com’s ACH transfer. (2) International Suppliers will be paid by Wire in USD or ACH via if it has a US bank account. Commission can drop to 1% if Supplier gives LePrix Net 15 day terms and 0.5% if Supplier gives LePrix Net 45 day terms. You acknowledge and agree that you are not entitled to any interest or other compensation associated with this type of account. It is anticipated that funds for either payout account will appear within 1 to 3 business days of being processed. LePrix is not responsible for any actions taken by your bank that may result in some or all of the funds not being made available to you. LePrix reserves the right to suspend payouts to your bank account due to pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.

In addition, as set forth below, LePrix will reimburse you for your shipping costs.

Shipping - Costs, Lead Times, Shipping Providers, Damaged Goods

Shipping Costs. Suppliers have the option to use “Ship with LePrix” for LePrix negotiated discounted shipping rates. LePrix reimburses Suppliers only for shipping costs incurred by Supplier if Supplier chooses to ship on its own account and not with LePrix. Shipping costs will appear on a Retailer’s invoice and shall reflect the actual shipping costs incurred by the Supplier. Shipping costs may not be inflated in any way. Tracking Number. You will be asked by LePrix for, and you agree to provide within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), LePrix will automatically send an email to the Retailer letting them know the order is on its way. Although not required, LePrix recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received. Damaged or Missing Goods. As part of your Supplier fee, LePrix will try to resolve issues relating to damaged or missing items in an order from Retailers. LePrix will notify you if a Retailer reports to LePrix directly that a product is damaged or if an order is missing items. LePrix will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release LePrix from any liability with regard thereto. LePrix reserves the right to deduct payouts or charge the bank account associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with LePrix but we reserve the right to reject any dispute/claim created by you about the charge. Shipping Insurance. LePrix strongly recommends that you do so in order to facilitate any shipping disputes you have. Shipping protection may be available.

Inventory & Orders

Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any products that are discontinued or are out of stock by letting your LePrix account manager know. It is your responsibility to keep your product catalog current and up-to-date based on availability. Orders. LePrix will send you an email each time a Retailer places an order for your products. Your Supplier Account will also be updated with new order details. You will be able to review the order details, edit inventory availability and accept or cancel the order. You must accept or cancel an order within 2 business days of receiving the email notifying you of the order. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Consistent order cancelation may result in the temporary suspension or permanent termination of your Supplier Account, in our sole discretion. No Circumvention. Once an order has been placed through your Shop Page by a Retailer, you agree that you will fulfill all orders placed by such Retailer through the Services. You further agree to not influence Retailers to transact offline outside of the Services in any manner, or otherwise circumvent LePrix’s process in order to transact orders with Retailers who were introduced to you through the Services offline or outside of the Services in any manner. LePrix reserves the right to deactivate or terminate your account if you fail to abide by these terms. Pause Mode. If you are going on vacation, or are unable to accept new orders for a period of time, please let your LePrix account manager know to pause your listings.

Commitment to Quality and Service

Minimum Standards. Supplier and Retailer satisfaction is of utmost importance to the long-term health and success of the LePrix community. Accordingly, Suppliers are subject to the following minimum standards in connection with the Services:

To accurately list and describe available products; To timely accept or cancel an order; To timely fulfill and ship orders to LePrix; To promptly and effectively respond to LePrix inquiries; and To promptly resolve missing, damaged, or items not as described orders. Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Supplier’s minimum standard requirements, LePrix will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Retailers. Reviewed individually and as a whole, these metrics help LePrix determine whether you are meeting LePrix’s expectations on delivering a great experience for the Retailers. Such metrics also include:

Accuracy of product listings; Catalog completeness; How often your shipments are later than the expected shipping date; How often you provide a valid tracking number; How long it takes you to accept or cancel new orders; How often your orders are reported as damaged, missing goods or not as described: How often your products are on returned or canceled; How promptly and effectively you respond to inquiries; How promptly and effectively you resolve missing or damaged orders with a Retailer. Volume Considerations. LePrix takes volume consideration into account when calculating metrics. For example, if a Supplier has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that metric is technically over LePrix’s target, it does not necessarily reflect an actual problem with performance given the low volume of orders. Evaluation. LePrix typically evaluates a Supplier’s performance using the above metrics on an ongoing quarterly basis or more often at the discretion of LePrix. The length of time between reviews depends on the volume of transactions of each flagged Supplier Account and/or the extent of available data. LePrix reserves the right to adjust its evaluation criteria as needed. Accountability. If LePrix determines that you are not meeting the minimum standards of quality and service, LePrix may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Supplier Account. LePrix also reserves the right to put limits on your Supplier Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Retailers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts. Suspended Accounts. If your Supplier Account is suspended for performance issues, you may appeal for re-activation by providing LePrix with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If LePrix in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Supplier Account is erroneous, you may contact LePrix and explain why. Cancellation Penalty. Cancellations after Supplier has confirmed the availability of a listing will result in a penalty fee of 2% of the item cost to be paid to LePrix via ACH or wire. This covers the cost of our resources to find another replacement and mitigate damages of unhappy customers.

Promotion

Unless you opt out as set forth below, LePrix may feature certain Suppliers, products and Content at the top of their respective category, on LePrix’s landing pages, in advertisements, email, social media accounts or in any other channels or media at its discretion. LePrix may choose to bid on Supplier brand names and keywords relating to the Supplier’s products in advertising products and may create SEO optimized pages or campaigns for Supplier brands. LePrix shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please email [email protected]. LePrix may also offer Suppliers email marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted), the tools are not to be used for spam, and LePrix reserves the right to throttle or limit the number of emails sent to Retailers via such tools.

Product Liability Insurance

All Suppliers are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on LePrix in such amount as is reasonable and customary for companies of comparable size and activities. LePrix reserves the right to request proof of such insurance coverage and other relevant information at any time.

Indemnity

You agree to defend, indemnify, and hold LePrix, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Supplier Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

Prohibited Uses

LePrix will have the right to investigate and prosecute violations of these Supplier Terms to the fullest extent permitted by law. LePrix may involve and cooperate with law enforcement authorities in prosecuting users who violate these Supplier Terms. You acknowledge and agree that LePrix has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Supplier Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Content that LePrix, in its sole discretion, considers to be in violation of these Supplier Terms or otherwise harmful to the Services. LePrix reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if LePrix suspects illegal activity may be taking place.

Termination

If you breach any of these Supplier Terms, LePrix will have the right to temporarily suspend or permanently terminate your Supplier Account, and/or terminate these Supplier Terms and/or the General Terms, in its sole discretion and without prior notice to you. LePrix reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event LePrix terminates these Supplier Terms for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with LePrix at any time by contacting LePrix’s support team at [email protected] or as otherwise indicated in your Supplier Account portal. LePrix will take down your Shop Page as soon as practicable, and will close your Supplier Account once there has been an accounting of all monies due and owing.

Terms of Service

Table of Contents

Product pricing

Additional details

Description/Details

Shipping & Returns

Exchange Policy