Consignment Terms and Conditions
ANOTHER TOMORROW
TERMS AND CONDITIONS
CONSIGNMENT/SALES AGREEMENT
Welcome to the Another Tomorrow AUTHENTICATED RESALE (the “Program”), operated by Another Tomorrow, Inc. (“Another Tomorrow”, “we,” “us,” or :our”) and located at https://anothertomorrow.co/authenticated-resale/ (the “Site”), including each page accessible through the Site. The Program is provided as a service to our customers. The following terms and conditions (“Terms” or “Agreement”) govern your use of the Program and create a contract between you and Another Tomorrow. You must agree to these Terms if you wish to consign “Another Tomorrow” branded products (the “AT Products”) through the Program and by clicking “Agree”, you indicate that you have read and understand these Terms, that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, or if you are under the legal age of consent in your jurisdiction, you are not granted permission to use the Program and must exit immediately.
Our Terms of Service located at: https://anothertomorrow.co/support/terms-conditions/ (“TOS”), are incorporated by reference and made a part of this Agreement to which You are agreeing, and such TOS additionally apply to any of Your and Our activities under this Agreement.
Once you agree to this Agreement, it will remain in effect and govern all transactions between You and Another Tomorrow until You or We terminate in pursuant to Section 4.
OVERVIEW; ACCOUNT CREATION
We provide a dedicated marketplace to buy and sell pre-owned AT Products. To sell an item with Us, You first need to create a seller account and provide Your contact and payment information. Once the account is created, You can request that We sell the AT Products that you ship to us on a consignment basis (“Consignment”).
QR CODE SCAN; CONSIGNMENT TERMS
Each AT Product is embedded with a readable QR Code. Simply scan the QR Code to activate the Consignment and deliver the AT Product to Us at 384 Bleecker Street, NY, NY 10014 . If your item does not contain a QR code or if you are unable to locate the QR code prior to sending the item to Us, please contact Another Tomorrow at hello@anothertomorrow.co.
If You choose to consign Your AT Products with us, You, not Another Tomorrow, will still own the AT Products (the “Consigned AT Products”), even after You deliver the Consigned AT Products to Us. After We receive the Consigned AT Products from You, We will send You an email confirming the items of Consigned AT Products have been received. Once We have further evaluated, inspected, and authenticated the item(s), You will receive an email confirmation with the list price(s) assigned to those Accepted Items (as defined in Section 2(b)(ii) below)). The Accepted Items will then be processed and listed as available for sale on the Site. Please note that all list prices are determined at Our sole discretion.
(a) Delivery Of Consigned AT Products; Risk Of Loss
(i) We accept the risk of loss or damage to Consigned AT Products only when (i) We take physical possession of the Consigned AT Products, or (ii) You use Our approved, pre-paid shipping label and approved method of shipment to ship Your Consigned AT Products and the label is processed into Our approved shipping vendor’s tracking system and You actually provide the Consigned AT Products to the vendor (“Approved Transit”). A “Shipment” means items of Consigned AT Products that are placed with a carrier of vendor and shipped together under one Approved Transit shipping label.
(ii) If an item of Consigned AT Products is damaged, stolen, or lost while in Our possession or during Approved Transit, it will be treated as Sold (as defined in “Title to AT Products” at Section 2(e) below) and We will pay You a Commission (defined in “Commissions and Payment for Consigned AT Products” at Section 2(f) below) on that item. The Commission will be based on the damaged, stolen, or lost item’s estimated Net Selling Price (defined in Section 2(f) below), which will be determined solely by Us. This payment represents the amount You would have received in the normal course of a sale, less any discounts or promotions applied under this Agreement, and the payment will be processed and paid under the regular schedule of Commission payments as described in Section 2(f) below.
(iii) In the event You request return of an item of Consigned AT Products, and it is damaged during shipping, You must notify us and then return such damaged item to Us in compliance with Our shipping instructions and at Our expense along with any evidence We request to validate Your damage claim. If We can validate, and ultimately agree with, Your damage claim, We will provide the Commission.
Unless otherwise prohibited by law, this remedy will constitute Your sole remedy and entire recourse against Us for Consigned AT Products that are damaged, stolen, or lost and is in lieu of any other remedy otherwise available as a matter of law or equity.
(iv) Any claim by You for a damaged, stolen, or lost item must be made to Us in writing within sixty (60) days of the day that You became aware or should have reasonably become aware of the alleged damage, theft, or loss. In the case of a damaged item, We may have minor damage to an item repaired by a certified repair service within a commercially reasonable amount of time and to re-list the item for sale by You at a price We determine.
(b) Consigned AT Products Acceptance Conditions
(i) Upon receipt of an item of Consigned AT Products, We will evaluate it to determine, in Our sole discretion, its authenticity, quality, and value. The item’s condition will affect the valuation and pricing.
(ii) We only accept Consigned AT Products that We think are appropriate for resale on the Service. We reserve the right to accept or reject an item for any reason, but generally to be accepted, the Consigned AT Products must be at a minimum (in Our sole discretion): (1) in fair to like new condition; (2) authentic (which means, among other things, that the item is not counterfeit, fake, stolen or subject to any geographic sale restrictions, such as in the case of gray market goods); and (3) consistent with the representations and warranties You make in the “Your Representations, Warranties, and Indemnification” at Section 7. If an item meets Our criteria for acceptance, you will receive an email confirmation noting that status of the item as Accepted , and the item will appear as Accepted on Your https://anothertomorrow.co/collections/resale/ on Our Site, at which point the item will be considered an “Accepted Item.”
(iii) If We decide to reject an item, We will return the item to You at Our expense (however We may also destroy or retain items in certain circumstances like those listed in “Unauthenticated Items” at Section 3 below).
(c) Consignment Period And Return Of AT Products
(i) Subject to termination of this Agreement pursuant to Section 4 hereof, the “Consignment Period” for each item of Consigned AT Products begins on the date an item is Accepted by Us for Consignment and ends 180 days thereafter. At any time during the Consignment Period, and subject to this provision, You may request in writing that We return any Accepted Item (a “Return Request”), so long as the Accepted Item has not already been Sold. Once We receive Your Return Request, We will use commercially reasonable efforts to remove the Accepted Item from the Site, if applicable, before it is Sold.
(1) If Your Return Request is made any time prior to the end of the Consignment Period, We will return the Accepted Item to You and will charge You the costs of return, which you must pay for prior to shipment. “Costs” of return are equal to a fee of $50 per every Accepted AT Product, which fees reflect Our up-front costs of storing, cataloging, and photographing the item in preparation for sale, plus (B) applicable shipping costs.
(2) If an Accepted Item has not been Sold by the end of the Consignment Period, We will contact You and, at Your option and Our expense: (A) return the Accepted Item to You, or (B) re-purpose or donate the item to a charity of Our choice without further notice or compensation to You.
(ii) If at the end of the Consignment Period We are unable, after using commercially reasonable efforts (and in any event within thirty (30) days of Our first attempt), to contact You at the email or physical address We have on file for You any items of Consigned AT Products may be re-purposed or donated to a charity of Our choice.
(d) Efforts To Sell; Price
(i) As long as You are in full compliance with this Agreement, We will display on the Site, and will make commercially reasonable efforts to sell the Consigned AT Products.
(ii) We, in our sole discretion, will determine the initial selling price for each item of Consigned AT Products (the “Initial Sale Price”) based on Our evaluation of that item, together with Our determination of the current re-sale market price for that item.
(e) Title To AT Products
You will continue to own and have title to each item of Consigned AT Products until that item is “Sold” or until the end of the Consignment Period. An item will be considered Sold at the earlier of when:
(i) We sell it to a customer and the Consigned AT Products is not returned to Us within the 14-day return period specified on the Site, which may be updated, modified and changed from time to time); or
(ii) it is lost, stolen, damaged, or destroyed while in Our possession.
(f) Commissions And Payment for Consigned AT Products
(i) Commissions. We will pay You a Commission on each item of Consigned AT Products that is Sold. The Commission will be equal to the item’s Net Selling Price (as defined in Section 2(f)(ii) below) multiplied by the applicable Commission Rate (as defined in Section 2(f)(iii) below). The Commissions You receive for Sales of Your Consigned AT Products are the sole compensation You will receive under this Agreement for such sales. This Section describes how Commissions are created and when and how they are paid.
(ii) Definitions.
“Net Selling Price” means the price at which an item of Consigned AT Products is Sold, less applicable discounts and promotions and excluding taxes and shipping.
(iv) Commission Rates. The Commission Rate that will apply to sales of Your Consigned AT Products is either 90% of the Net Selling Price payable to You in store credit or 50% of the Net Selling Price, payable to you in cash. You must select the applicable Commission Rate that you would like to be paid when you deliver the Consigned AT Products to Us. We may also, from time to time in Our sole discretion and without notice to You, (i) for promotional reasons, offer special Commission Rates that apply only to specific item categories, are offered for a specific period of time, or that have other special conditions, or (ii) make other changes to its Commission structure and the Commission Rates, such changes to be effective as of the date they are published on the Site.
(vi) Payments. We typically begin processing Commission payments on the 15th day of every month for sales of Consigned AT Products that occurred during the previous month. For example, payments processed on April 15th would cover the sales period from March 1 through March 31. Payments will be made to You by direct deposit, in the form of Site credit or by electronic payment.
The timing of processing and delivering Commission payments will vary by the payment method You select but will typically take at least five business days (provided, however, that these times are estimates only and are subject to change).
(vii) Your Information. If you create an account and sell an item with or to Us, You will be required to provide contact, payment, billing, and other information. All information You provide to Us must be (and must at all times during the term of this Agreement remain) true, accurate and complete. In order to receive Commissions, refunds or other payments, You must provide Us with all necessary information, including but not limited to a valid email address, postal address, first and last name, and bank account information. We will not be responsible for communication errors should Your information be inaccurate or incomplete. You are responsible for ensuring that You can receive emails from Us, and We are not responsible for any emails that were not received by You because they were blocked or filtered as spam. If You fail to provide Us with accurate and up to date information: (a) We will not be responsible for any misapplied payments or payments sent to a wrong address, and (b) any unclaimed funds may be subject to collection by governmental authorities under applicable unclaimed funds and escheat laws. We have no obligation to You if any of Your unclaimed funds are turned over to governmental authorities.
(viii) Disputes. If there is a dispute between You and Us relating to Your Consigned AT Products, We will have no obligation to pay any Commissions or other amounts due to You, including without limitation, amounts unrelated to the Dispute, unless and until the dispute is resolved in accordance with the procedures set forth in Section 11. We may withhold any Commissions due to You (including any due for Sold items of Consigned AT Products not subject to the dispute) and setoff such Commissions in full or partial satisfaction of any amounts You owe to Us.
UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS
We are committed to preventing the sale of counterfeit and inauthentic goods and have created an authentication process to prevent the sale of counterfeit and stolen goods on the Service. However, You are responsible in the first instance for ensuring the authenticity of all items You provide to us. If We cannot confirm the authenticity of any item of AT Products You have provided, We may, in Our sole discretion, refuse to accept the item and return it to You. If We determine at any time that an item is counterfeit, unapproved, allegedly stolen, or offered for sale in an unauthorized geographic market (for example, gray market goods), We will notify You that we have made such a determination and You will have an opportunity to provide proof of purchase or other proof of authenticity, including sales receipts and other indications of origin or provenance acceptable to Us. Any item that We finally determine, in Our sole discretion, to be counterfeit will not be returned to You and will be destroyed by a certified third-party vendor or, in Our sole discretion, turned over to the appropriate law enforcement agency. We reserve the right, in Our sole discretion, to deny the use of Our services to any consignor who submits counterfeit items for sale on the Service. We are subject to laws and regulations relating to claims that items offered to Us or on the Service are counterfeit, have been stolen, or otherwise violate applicable law. We take such reports seriously and will cooperate with law enforcement in all investigations.
TERMINATION; DENIAL OF SERVICE
You and We may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice and any applicable costs relating to return of Consigned AT Products listed under “Consignment Period and Return of AT Products” in Section 2 will apply.
NO ASSIGNMENT
You may not assign this Agreement or any interest You have in it without Our prior written consent. Any prohibited assignment is null and void. This Agreement will inure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR CONSIGNMENT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT (A) OUR SERVICES WILL MEET YOUR REQUIREMENTS OR (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES, LOST PROFITS, OR DIMINUTION OF VALUE, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE PROGRAM, THE SITE, THE COMMENTS, THE SITE CONTENTS, DATA, AND OTHER MATERIALS MADE AVAILABLE OR PROVIDED THROUGH THE SITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT EITHER OF US HAD FORESEEN OR BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES ARISING, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITE, COMMENTS, THE SITE CONTENTS MADE AVAILABLE THROUGH THE SITE, OR THE SERVICES, PRODUCTS, DATA OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED, IN THE AGGREGATE, AN AMOUNT GREATER THAN $100.00.
YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
You hereby represent and warrant that (a) You are at least 18 years of age, (b) You have good and marketable title to each item of Consigned AT Products and as the legal and equitable owner have full authority to consign and sell the Consigned AT Products; (c) none of the Consigned AT is subject to any liens or other encumbrances; (d) none of the Consigned AT Products includes counterfeit goods; (e) none of the Consigned AT Products infringes upon, misappropriates, or violates any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation; and (f) none of the Consigned AT Products is from, or the result of, illegal activity, including theft or fraud.
You will indemnify and hold Us harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Us as a result of or arising in any way out of Our display or sale of the Consigned AT Products, including but not limited to, civil or criminal suits over authenticity or ownership of the Consigned AT Products, legality of sales, or copyright or trademark infringement.
APPLICABLE LAW
These Terms will be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law rules. Subject to Section 11 of this Agreement, by accessing, viewing, or using the services, works, content, or materials on the Site, you consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in New York; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available. If any provision of these Terms shall be deemed unlawful, invalid or unenforceable for any reason, then that provision shall be deemed severable from the Terms, and shall not affect the validity or enforceability of the remaining provisions. Persons who access the Site from locations outside of the United States are solely and individually responsible for their compliance with applicable local, state, and federal laws.
ENTIRE AGREEMENT
.
These Terms constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by us of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The headings and captions in these Terms are intended for convenience only and shall in no way affect the interpretation of the Terms. Notwithstanding the foregoing, these Terms and the information provided in this Site in no way override the terms and conditions of your purchase of any product or service, except as specifically provided herein. To the extent any area within this Site contains SPECIFIC TERMS AND CONDITIONS concerning use of that particular area of the Site ("Specific Terms"), those Specific Terms are in addition to these Terms. To the extent there is a direct conflict between these Terms and the Specific Terms, the Specific Terms shall prevail.
ACTS BEYOND CONTROL
We shall not be liable for any nonperformance or delay in performance caused by any act beyond our reasonable control, including acts or omissions of third parties, unavailability of supplies, equipment failure, war, strikes, lock-outs, fire, flood, or any other Act of God, any law, regulation, ordinance, or other act or order of any court, government, or governmental agency, or delays, unavailability, errors, or other failures of the Internet or other data networks.
ARBITRATION AGREEMENT AND WAIVER OF CERTAIN RIGHTS
You and Another Tomorrow agree that we will resolve any disputes between us through binding and final arbitration instead of through court proceedings. You and Another Tomorrow hereby waive any right to a jury trial of any Claim. All controversies, claims, counterclaims, or other disputes arising between you and Another Tomorrow relating to these Terms of Use or the Website (each a "Claim") shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules"). The arbitration will be heard and determined by a single arbitrator. You agree that any such arbitration is subject to the exclusive jurisdiction of New York and shall be held in the State of New York. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Another Tomorrow will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
This arbitration agreement does not preclude you or Another Tomorrow from seeking action by federal, state, or local government agencies. You and Another Tomorrow also have the right to bring qualifying claims in small claims court. In addition, you and Another Tomorrow retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms of Use, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms of Use.
Neither you nor Another Tomorrow may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or Another Tomorrow’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms of Use will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Terms of Use. This Section of the Terms of Use will survive the termination of your relationship with Another Tomorrow.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR ANOTHER TOMORROW WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
MISCELLANEOUS
The Site is controlled and operated from within the United States. Without limiting anything else in these Terms or otherwise, we make no representation that the Site, Site Contents, Comments, services, products, information or other materials available on, in, or through the Site is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of us to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words "includes" and "including" and their syntactical variations shall be deemed followed by the words "without limitation."
TERMS AND CONDITIONS
CONSIGNMENT/SALES AGREEMENT
Welcome to the Another Tomorrow AUTHENTICATED RESALE (the “Program”), operated by Another Tomorrow, Inc. (“Another Tomorrow”, “we,” “us,” or :our”) and located at https://anothertomorrow.co/authenticated-resale/ (the “Site”), including each page accessible through the Site. The Program is provided as a service to our customers. The following terms and conditions (“Terms” or “Agreement”) govern your use of the Program and create a contract between you and Another Tomorrow. You must agree to these Terms if you wish to consign “Another Tomorrow” branded products (the “AT Products”) through the Program and by clicking “Agree”, you indicate that you have read and understand these Terms, that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, or if you are under the legal age of consent in your jurisdiction, you are not granted permission to use the Program and must exit immediately.
Our Terms of Service located at: https://anothertomorrow.co/support/terms-conditions/ (“TOS”), are incorporated by reference and made a part of this Agreement to which You are agreeing, and such TOS additionally apply to any of Your and Our activities under this Agreement.
Once you agree to this Agreement, it will remain in effect and govern all transactions between You and Another Tomorrow until You or We terminate in pursuant to Section 4.
OVERVIEW; ACCOUNT CREATION
We provide a dedicated marketplace to buy and sell pre-owned AT Products. To sell an item with Us, You first need to create a seller account and provide Your contact and payment information. Once the account is created, You can request that We sell the AT Products that you ship to us on a consignment basis (“Consignment”).
QR CODE SCAN; CONSIGNMENT TERMS
Each AT Product is embedded with a readable QR Code. Simply scan the QR Code to activate the Consignment and deliver the AT Product to Us at 384 Bleecker Street, NY, NY 10014 . If your item does not contain a QR code or if you are unable to locate the QR code prior to sending the item to Us, please contact Another Tomorrow at hello@anothertomorrow.co.
If You choose to consign Your AT Products with us, You, not Another Tomorrow, will still own the AT Products (the “Consigned AT Products”), even after You deliver the Consigned AT Products to Us. After We receive the Consigned AT Products from You, We will send You an email confirming the items of Consigned AT Products have been received. Once We have further evaluated, inspected, and authenticated the item(s), You will receive an email confirmation with the list price(s) assigned to those Accepted Items (as defined in Section 2(b)(ii) below)). The Accepted Items will then be processed and listed as available for sale on the Site. Please note that all list prices are determined at Our sole discretion.
(a) Delivery Of Consigned AT Products; Risk Of Loss
(i) We accept the risk of loss or damage to Consigned AT Products only when (i) We take physical possession of the Consigned AT Products, or (ii) You use Our approved, pre-paid shipping label and approved method of shipment to ship Your Consigned AT Products and the label is processed into Our approved shipping vendor’s tracking system and You actually provide the Consigned AT Products to the vendor (“Approved Transit”). A “Shipment” means items of Consigned AT Products that are placed with a carrier of vendor and shipped together under one Approved Transit shipping label.
(ii) If an item of Consigned AT Products is damaged, stolen, or lost while in Our possession or during Approved Transit, it will be treated as Sold (as defined in “Title to AT Products” at Section 2(e) below) and We will pay You a Commission (defined in “Commissions and Payment for Consigned AT Products” at Section 2(f) below) on that item. The Commission will be based on the damaged, stolen, or lost item’s estimated Net Selling Price (defined in Section 2(f) below), which will be determined solely by Us. This payment represents the amount You would have received in the normal course of a sale, less any discounts or promotions applied under this Agreement, and the payment will be processed and paid under the regular schedule of Commission payments as described in Section 2(f) below.
(iii) In the event You request return of an item of Consigned AT Products, and it is damaged during shipping, You must notify us and then return such damaged item to Us in compliance with Our shipping instructions and at Our expense along with any evidence We request to validate Your damage claim. If We can validate, and ultimately agree with, Your damage claim, We will provide the Commission.
Unless otherwise prohibited by law, this remedy will constitute Your sole remedy and entire recourse against Us for Consigned AT Products that are damaged, stolen, or lost and is in lieu of any other remedy otherwise available as a matter of law or equity.
(iv) Any claim by You for a damaged, stolen, or lost item must be made to Us in writing within sixty (60) days of the day that You became aware or should have reasonably become aware of the alleged damage, theft, or loss. In the case of a damaged item, We may have minor damage to an item repaired by a certified repair service within a commercially reasonable amount of time and to re-list the item for sale by You at a price We determine.
(b) Consigned AT Products Acceptance Conditions
(i) Upon receipt of an item of Consigned AT Products, We will evaluate it to determine, in Our sole discretion, its authenticity, quality, and value. The item’s condition will affect the valuation and pricing.
(ii) We only accept Consigned AT Products that We think are appropriate for resale on the Service. We reserve the right to accept or reject an item for any reason, but generally to be accepted, the Consigned AT Products must be at a minimum (in Our sole discretion): (1) in fair to like new condition; (2) authentic (which means, among other things, that the item is not counterfeit, fake, stolen or subject to any geographic sale restrictions, such as in the case of gray market goods); and (3) consistent with the representations and warranties You make in the “Your Representations, Warranties, and Indemnification” at Section 7. If an item meets Our criteria for acceptance, you will receive an email confirmation noting that status of the item as Accepted , and the item will appear as Accepted on Your https://anothertomorrow.co/collections/resale/ on Our Site, at which point the item will be considered an “Accepted Item.”
(iii) If We decide to reject an item, We will return the item to You at Our expense (however We may also destroy or retain items in certain circumstances like those listed in “Unauthenticated Items” at Section 3 below).
(c) Consignment Period And Return Of AT Products
(i) Subject to termination of this Agreement pursuant to Section 4 hereof, the “Consignment Period” for each item of Consigned AT Products begins on the date an item is Accepted by Us for Consignment and ends 180 days thereafter. At any time during the Consignment Period, and subject to this provision, You may request in writing that We return any Accepted Item (a “Return Request”), so long as the Accepted Item has not already been Sold. Once We receive Your Return Request, We will use commercially reasonable efforts to remove the Accepted Item from the Site, if applicable, before it is Sold.
(1) If Your Return Request is made any time prior to the end of the Consignment Period, We will return the Accepted Item to You and will charge You the costs of return, which you must pay for prior to shipment. “Costs” of return are equal to a fee of $50 per every Accepted AT Product, which fees reflect Our up-front costs of storing, cataloging, and photographing the item in preparation for sale, plus (B) applicable shipping costs.
(2) If an Accepted Item has not been Sold by the end of the Consignment Period, We will contact You and, at Your option and Our expense: (A) return the Accepted Item to You, or (B) re-purpose or donate the item to a charity of Our choice without further notice or compensation to You.
(ii) If at the end of the Consignment Period We are unable, after using commercially reasonable efforts (and in any event within thirty (30) days of Our first attempt), to contact You at the email or physical address We have on file for You any items of Consigned AT Products may be re-purposed or donated to a charity of Our choice.
(d) Efforts To Sell; Price
(i) As long as You are in full compliance with this Agreement, We will display on the Site, and will make commercially reasonable efforts to sell the Consigned AT Products.
(ii) We, in our sole discretion, will determine the initial selling price for each item of Consigned AT Products (the “Initial Sale Price”) based on Our evaluation of that item, together with Our determination of the current re-sale market price for that item.
(e) Title To AT Products
You will continue to own and have title to each item of Consigned AT Products until that item is “Sold” or until the end of the Consignment Period. An item will be considered Sold at the earlier of when:
(i) We sell it to a customer and the Consigned AT Products is not returned to Us within the 14-day return period specified on the Site, which may be updated, modified and changed from time to time); or
(ii) it is lost, stolen, damaged, or destroyed while in Our possession.
(f) Commissions And Payment for Consigned AT Products
(i) Commissions. We will pay You a Commission on each item of Consigned AT Products that is Sold. The Commission will be equal to the item’s Net Selling Price (as defined in Section 2(f)(ii) below) multiplied by the applicable Commission Rate (as defined in Section 2(f)(iii) below). The Commissions You receive for Sales of Your Consigned AT Products are the sole compensation You will receive under this Agreement for such sales. This Section describes how Commissions are created and when and how they are paid.
(ii) Definitions.
“Net Selling Price” means the price at which an item of Consigned AT Products is Sold, less applicable discounts and promotions and excluding taxes and shipping.
(iv) Commission Rates. The Commission Rate that will apply to sales of Your Consigned AT Products is either 90% of the Net Selling Price payable to You in store credit or 50% of the Net Selling Price, payable to you in cash. You must select the applicable Commission Rate that you would like to be paid when you deliver the Consigned AT Products to Us. We may also, from time to time in Our sole discretion and without notice to You, (i) for promotional reasons, offer special Commission Rates that apply only to specific item categories, are offered for a specific period of time, or that have other special conditions, or (ii) make other changes to its Commission structure and the Commission Rates, such changes to be effective as of the date they are published on the Site.
(vi) Payments. We typically begin processing Commission payments on the 15th day of every month for sales of Consigned AT Products that occurred during the previous month. For example, payments processed on April 15th would cover the sales period from March 1 through March 31. Payments will be made to You by direct deposit, in the form of Site credit or by electronic payment.
The timing of processing and delivering Commission payments will vary by the payment method You select but will typically take at least five business days (provided, however, that these times are estimates only and are subject to change).
(vii) Your Information. If you create an account and sell an item with or to Us, You will be required to provide contact, payment, billing, and other information. All information You provide to Us must be (and must at all times during the term of this Agreement remain) true, accurate and complete. In order to receive Commissions, refunds or other payments, You must provide Us with all necessary information, including but not limited to a valid email address, postal address, first and last name, and bank account information. We will not be responsible for communication errors should Your information be inaccurate or incomplete. You are responsible for ensuring that You can receive emails from Us, and We are not responsible for any emails that were not received by You because they were blocked or filtered as spam. If You fail to provide Us with accurate and up to date information: (a) We will not be responsible for any misapplied payments or payments sent to a wrong address, and (b) any unclaimed funds may be subject to collection by governmental authorities under applicable unclaimed funds and escheat laws. We have no obligation to You if any of Your unclaimed funds are turned over to governmental authorities.
(viii) Disputes. If there is a dispute between You and Us relating to Your Consigned AT Products, We will have no obligation to pay any Commissions or other amounts due to You, including without limitation, amounts unrelated to the Dispute, unless and until the dispute is resolved in accordance with the procedures set forth in Section 11. We may withhold any Commissions due to You (including any due for Sold items of Consigned AT Products not subject to the dispute) and setoff such Commissions in full or partial satisfaction of any amounts You owe to Us.
UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS
We are committed to preventing the sale of counterfeit and inauthentic goods and have created an authentication process to prevent the sale of counterfeit and stolen goods on the Service. However, You are responsible in the first instance for ensuring the authenticity of all items You provide to us. If We cannot confirm the authenticity of any item of AT Products You have provided, We may, in Our sole discretion, refuse to accept the item and return it to You. If We determine at any time that an item is counterfeit, unapproved, allegedly stolen, or offered for sale in an unauthorized geographic market (for example, gray market goods), We will notify You that we have made such a determination and You will have an opportunity to provide proof of purchase or other proof of authenticity, including sales receipts and other indications of origin or provenance acceptable to Us. Any item that We finally determine, in Our sole discretion, to be counterfeit will not be returned to You and will be destroyed by a certified third-party vendor or, in Our sole discretion, turned over to the appropriate law enforcement agency. We reserve the right, in Our sole discretion, to deny the use of Our services to any consignor who submits counterfeit items for sale on the Service. We are subject to laws and regulations relating to claims that items offered to Us or on the Service are counterfeit, have been stolen, or otherwise violate applicable law. We take such reports seriously and will cooperate with law enforcement in all investigations.
TERMINATION; DENIAL OF SERVICE
You and We may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice and any applicable costs relating to return of Consigned AT Products listed under “Consignment Period and Return of AT Products” in Section 2 will apply.
NO ASSIGNMENT
You may not assign this Agreement or any interest You have in it without Our prior written consent. Any prohibited assignment is null and void. This Agreement will inure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR CONSIGNMENT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT (A) OUR SERVICES WILL MEET YOUR REQUIREMENTS OR (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES, LOST PROFITS, OR DIMINUTION OF VALUE, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE PROGRAM, THE SITE, THE COMMENTS, THE SITE CONTENTS, DATA, AND OTHER MATERIALS MADE AVAILABLE OR PROVIDED THROUGH THE SITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT EITHER OF US HAD FORESEEN OR BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES ARISING, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITE, COMMENTS, THE SITE CONTENTS MADE AVAILABLE THROUGH THE SITE, OR THE SERVICES, PRODUCTS, DATA OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED, IN THE AGGREGATE, AN AMOUNT GREATER THAN $100.00.
YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
You hereby represent and warrant that (a) You are at least 18 years of age, (b) You have good and marketable title to each item of Consigned AT Products and as the legal and equitable owner have full authority to consign and sell the Consigned AT Products; (c) none of the Consigned AT is subject to any liens or other encumbrances; (d) none of the Consigned AT Products includes counterfeit goods; (e) none of the Consigned AT Products infringes upon, misappropriates, or violates any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation; and (f) none of the Consigned AT Products is from, or the result of, illegal activity, including theft or fraud.
You will indemnify and hold Us harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Us as a result of or arising in any way out of Our display or sale of the Consigned AT Products, including but not limited to, civil or criminal suits over authenticity or ownership of the Consigned AT Products, legality of sales, or copyright or trademark infringement.
APPLICABLE LAW
These Terms will be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law rules. Subject to Section 11 of this Agreement, by accessing, viewing, or using the services, works, content, or materials on the Site, you consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in New York; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available. If any provision of these Terms shall be deemed unlawful, invalid or unenforceable for any reason, then that provision shall be deemed severable from the Terms, and shall not affect the validity or enforceability of the remaining provisions. Persons who access the Site from locations outside of the United States are solely and individually responsible for their compliance with applicable local, state, and federal laws.
ENTIRE AGREEMENT
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These Terms constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by us of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The headings and captions in these Terms are intended for convenience only and shall in no way affect the interpretation of the Terms. Notwithstanding the foregoing, these Terms and the information provided in this Site in no way override the terms and conditions of your purchase of any product or service, except as specifically provided herein. To the extent any area within this Site contains SPECIFIC TERMS AND CONDITIONS concerning use of that particular area of the Site ("Specific Terms"), those Specific Terms are in addition to these Terms. To the extent there is a direct conflict between these Terms and the Specific Terms, the Specific Terms shall prevail.
ACTS BEYOND CONTROL
We shall not be liable for any nonperformance or delay in performance caused by any act beyond our reasonable control, including acts or omissions of third parties, unavailability of supplies, equipment failure, war, strikes, lock-outs, fire, flood, or any other Act of God, any law, regulation, ordinance, or other act or order of any court, government, or governmental agency, or delays, unavailability, errors, or other failures of the Internet or other data networks.
ARBITRATION AGREEMENT AND WAIVER OF CERTAIN RIGHTS
You and Another Tomorrow agree that we will resolve any disputes between us through binding and final arbitration instead of through court proceedings. You and Another Tomorrow hereby waive any right to a jury trial of any Claim. All controversies, claims, counterclaims, or other disputes arising between you and Another Tomorrow relating to these Terms of Use or the Website (each a "Claim") shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association ("AAA Rules"). The arbitration will be heard and determined by a single arbitrator. You agree that any such arbitration is subject to the exclusive jurisdiction of New York and shall be held in the State of New York. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Another Tomorrow will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
This arbitration agreement does not preclude you or Another Tomorrow from seeking action by federal, state, or local government agencies. You and Another Tomorrow also have the right to bring qualifying claims in small claims court. In addition, you and Another Tomorrow retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms of Use, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms of Use.
Neither you nor Another Tomorrow may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or Another Tomorrow’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms of Use will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Terms of Use. This Section of the Terms of Use will survive the termination of your relationship with Another Tomorrow.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR ANOTHER TOMORROW WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
MISCELLANEOUS
The Site is controlled and operated from within the United States. Without limiting anything else in these Terms or otherwise, we make no representation that the Site, Site Contents, Comments, services, products, information or other materials available on, in, or through the Site is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of us to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words "includes" and "including" and their syntactical variations shall be deemed followed by the words "without limitation."
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