BUY GOWN DIRECT PACKAGE AGREEMENT

BUY GOWN DIRECT PACKAGE AGREEMENT

IF SELLER WISHES TO SELL ITEM(S) TO BUY GOWN INC. THEN THE SELLER MUST READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND BY CLICKING "AGREE" THE SELLER CONFIRMS THAT THEY HAVE CAREFULLY READ, FULLY UNDERSTOOD, AND TOTALLY AGREED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND TERMS OF SERVICE. BUY GOWN’S TERMS OF SERVICE LOCATED AT WWW.BUYGOWN.CO/TERMS, ARE INCORPORATED BY REFERENCE AND MADE A PART OF THIS AGREEMENT TO WHICH SELLER IS AGREEING, AND SUCH TERMS OF SERVICE ADDITIONALLY APPLY TO ANY OF SELLER AND OUR ACTIVITIES UNDER THIS AGREEMENT. ONCE SELLER AGREES TO THIS AGREEMENT (LOCATED AT WWW.BUYGOWN.CO/BGDA), IT WILL REMAIN IN EFFECT AND GOVERN ALL TRANSACTIONS BETWEEN SELLER AND BUY GOWN UNTIL SELLER OR BUY GOWN TERMINATE IT PURSUANT TO CLAUSE 4 OF THIS AGREEMENT.

PLEASE READ THIS AGREEMENT CAREFULLY. THE TERMS AND CONDITIONS IN THIS BUY GOWN DIRECT PACKAGE AGREEMENT (THE “AGREEMENT”) CREATE A CONTRACT BETWEEN SELLER (“SELLER” OR “YOU”) AND BUY GOWN INC. (“BUY GOWN”, “US” OR “OUR”) collectively referred to as the "Parties."

1. DEFINITIONS

1.1 Seller: The individual or entity who owns the Item(s) and is consigning them to the BUY GOWN for sale.
1.2 BUY GOWN: BUY GOWN Inc., a New York corporation, that agrees to consider evaluating and buying the Seller's Item(s).
1.3 Item(s) Evaluation Report: A document provided by the BUY GOWN detailing the condition, authenticity, and description of the consigned Item(s).
1.4 Business Day: Any day other than a Saturday, Sunday, or a legal holiday in the State of New York.
1.5 Parties: The Seller and the BUY GOWN may be referred to collectively as the "Parties."
1.6 Net Purchase Price: The price at which an Item(s) is purchased by BUY GOWN
1.7 Pre-loved Item(s): An Item(s) that has been previously owned or worn, but remains in good to excellent condition suitable for resale
1.8 Clause: Any Clause of the present Agreement

2. Eligibility
To participate in the BUY GOWN DIRECT package, you must be at least 18 years old and legally able to enter into a binding contract. You must also ensure that the items submitted for sale comply with the eligibility criteria outlined in this Agreement.

3. ELIGIBLE ITEMS
In BUY GOWN DIRECT package we accept high-end branded wedding and evening gowns from collections released within the last 3 (three) years. The following items are eligible for sale under the BUY GOWN DIRECT package:

Branded new or pre-loved wedding and evening gowns from the last three years with a retail price of $1,500 and above.
Branded new or pre-loved kids' dresses with a retail price of $1,000 and above.
Branded new or pre-loved bridal capes with a retail price of $1,000 and above.

All items must be authentic and in a condition that is acceptable for sale, ranging from perfect to those with minor damages.

4 Submission and Evaluation Procedure

Step 1: Submission of Pictures and Description
The Seller must first submit detailed pictures and a description of the item to the BUY GOWN for initial review. This submission should include images that clearly show the item's condition, brand labels, and any unique features.

Step 2: Initial Review
Upon receiving the pictures and description, the BUY GOWN will conduct an initial review to assess whether the item appears to meet the basic criteria for the BUY GOWN DIRECT package.

Step 3: Request for Physical Submission
If the item passes the initial review, the Seller will be instructed to ship the item to the BUY GOWN for a more thorough evaluation. The BUY GOWN will provide a prepaid shipping label for this purpose.

Step 4: Evaluation of Condition, Brand, and Market Value
Upon receipt of the physical item, the BUY GOWN will conduct a detailed evaluation of its condition, brand, and market value within 7 working days. This evaluation includes inspecting the item for authenticity, quality, and overall suitability for purchase under the BUY GOWN DIRECT package.

Step 5: Purchase Criteria Determination
Based on the evaluation, the BUY GOWN will determine whether the item meets the criteria for purchase.

Step 6: Offer and Acceptance
If the BUY GOWN decides to purchase the item, an offer will be made to the Seller. This offer is based on the evaluation conducted by the BUY GOWN and reflects the current market value of the item. The offer is non-negotiable and remains valid for a period of 7 business days. Once the Seller accepts the offer, the sale is final, and ownership of the item transfers to the BUY GOWN.

Step 7: Return and Exchanges
If the Seller declines the offer made by the BUY GOWN, or if the item is rejected by the BUY GOWN, the item will be returned to the Seller at no additional cost. The Seller may choose to explore other selling options available through the BUY GOWN’s platform.

Step 8: Payment
Payment to the Seller will be processed within 7 business days after the BUY GOWN has received and verified the item. Payments will be made via the payment method selected by the Seller at the time of agreement.

5. Authenticity Verification

5.1 The Seller warrants that each item listed is authentic and agrees to indemnify BUY GOWN against any claims arising from the purchase and sale of counterfeit goods.

5.2 The BUY GOWN reserves the right to conduct a thorough authenticity verification of each item. If an item is found to be counterfeit or does not meet the BUY GOWN’s authenticity standards, the BUY GOWN may reject the item, and the Seller will be responsible for the return shipping costs.

6. TERMS AND TERMINATION

6.1 This Agreement shall commence on the date first above written and continue until fully fulfilled or terminated by either party with 14 (Fourteen) business days' prior written notice.

6.2 BUY GOWN may terminate this Agreement without providing any explanation in the event of a breach by the Seller, non-compliance with terms, Seller’s misbehavior, or if BUY GOWN determines that the Item(s) do not meet the required standards. Termination will be effective on the date of such notice.

6.3 Upon termination, BUY GOWN shall return the Item(s) to the Seller within fourteen (14) business days. All outstanding payments for sales proceeds, transaction fees, refunds, storage or handling fees, and inspection fees shall be settled by the Parties.

6.4 BUY GOWN reserves the right to accept or reject any Item(s) for any reason.

7. RESPONSIBILITIES OF THE PARTIES

Seller’s Duties:

7.1.1 Ensure Item(s) are authentic and provide accurate descriptions.

7.1.2 Maintain ownership rights until the Item(s) are purchased by BUY GOWN.

7.1.3 Make efforts to provide all available original purchase receipts, labels, and packaging of the Item(s).

7.1.4 Provide full and correct contact and payment information, including name, address, phone number, email, payment account details.

7.1.5 Respond and communicate with BUY GOWN in a timely manner.

BUY GOWN Duties:

7.2.1 Inspect the Item(s) upon receipt to ensure they meet the description, condition, and authenticity

7.2.2 Pay for or return the Item(s) to the Seller in a timely manner

7.2.3 Respond and communicate with Seller in a timely manner.

7.2.4 Provide its services and keep the Item(s) listed as long as Seller is in full compliance with this Agreement

8. CONDITION OF ITEMS

8.1 The Seller warrants that all items listed are in pristine condition, neat, clean, free from any odors. Item(s) with minor damage are acceptable. All Item(s) shall be in one of the following states:

Brand new with tags (either undamaged or with minor damage)
Brand new without tags (either undamaged or with minor damage)
Pre-loved in perfect condition (either undamaged or with minor damage)
Pre-loved in medium condition (either undamaged or with minor damage)

9. ACCOUNT SUSPENSION

9.1 BUY GOWN reserves the right to suspend the Seller's account if two or more Item(s) listed by the Seller do not meet the description, if their authenticity cannot be established, or if the Seller violates this Agreement, Terms of Service, Privacy policy or True courtesy guidelines

10. RISK OF LOSS AND INSURANCE

10.1 BUY GOWN accepts the risk of loss or damage to items only when BUY GOWN takes physical possession of the Item(s) or when the Seller uses BUY GOWN’s approved shipping label and method.

11. Shipping and Handling

11.1 The Seller is responsible for shipping the item to the BUY GOWN. The BUY GOWN will provide a prepaid shipping label, and the Seller agrees to pack the item securely to prevent any damage during transit. The Seller bears the risk of loss or damage to the item until it is received by the BUY GOWN.

12. Finality of Sale

12.1 Once the Seller accepts the offer and the transaction is completed, the sale is final. No returns or exchanges will be accepted.

13. NO ASSIGNMENT

13.1 Seller may not assign this Agreement or any interest Seller has in it without BUY GOWN’s prior written consent. Any prohibited assignment is null and void. This Agreement will inure to the benefit of, and is intended to be enforceable by, the parties and their respective successors and assigns.

14. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

14.1 Seller EXPRESSLY UNDERSTANDS AND AGREES THAT:

14.1.1 Seller’S USE OF BUY GOWN’S SERVICES IS AT Seller’S SOLE RISK. BUY GOWN’S SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BUY GOWN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

14.1.2 BUY GOWN MAKES NO WARRANTY THAT (A) BUY GOWN’S SERVICES WILL MEET Seller’S REQUIREMENTS OR (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT Seller OBTAINS FROM BUY GOWN OR THROUGH OR FROM BUY GOWN’S WEBSITE OR BUY GOWN’S SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

14.1.3 BUY GOWN AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE TO Seller FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR FOR OTHER INTANGIBLE LOSSES (EVEN IF BUY GOWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE OUR SERVICES OR BUY GOWN’S WEBSITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF Seller’S TRANSMISSIONS OR DATA; (C) THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (D) ANY OTHER MATTER RELATING TO BUY GOWN’S SERVICES OR THIS AGREEMENT.

14.1.4 IN NO EVENT WILL BUY GOWN’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT BUY GOWN HAS set as its offer to the seller based on the evaluation conducted by the BUY GOWN that reflects the current market value of the item.

14.2 THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF BUY GOWN’S BUSINESS AND BUY GOWN WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH DISCLAIMERS AND LIMITATIONS. PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS OF THE AGREEMENT AND THE EVALUATION OF ANY SPECIFIC OPINION, ADVISE, PRODUCT, SERVICE OR OTHER CONTENT.

15. GOVERNING LAW

15.1 This Agreement, or the breach thereof, and all claims of any kind relating to or arising out of this Agreement and the relationship between the Parties, whether tort, contract, or statutory, will be governed exclusively by the laws of the State of New York, without regard to its conflicts of laws principles (whether of New York or any other jurisdiction).

15.2 Any dispute between the Parties that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of New York and the United States, respectively, sitting in Kings County, New York City.

15.3 The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to this Agreement or any sales or consignments made under this Agreement.

16. AMENDMENTS TO THIS AGREEMENT

16.1 BUY GOWN may update or change any of the terms and conditions of this Agreement at any time in BUY GOWN's sole discretion upon 15 (Fifteen) days’ notice

16.2 Seller will be bound by all revised terms on the effective date unless Seller terminates this Agreement before the effective date of the revised terms. If Seller does not agree to any revised terms, Seller’s sole recourse is to terminate this Agreement in accordance with “Terms and Termination” at Clause 5 of this Agreement before the effective date of the revised terms.

17. ENTIRE AGREEMENT

17.1 This Agreement, including our TERMS OF SERVICE (available at www.buygown.co/terms) and any terms, policies, or documents incorporated by reference, sets forth the final, complete, and exclusive agreement between the Parties regarding the subject matter hereof and terminates and supersedes all prior understandings or agreements on such subject matter. Except as expressly set forth in “Amendments to this Agreement” at Clause 16 of this Agreement, this Agreement may be modified only by a writing signed by the Parties. In the event there is a conflict between the terms of this Agreement and any terms or documents incorporated by reference, this Agreement will control.

18. NO IMPLIED WAIVER

18.1 Any failure by Seller or BUY GOWN to enforce any provision of this Agreement will not constitute a waiver of such provision or of any other provision of this Agreement.

19. SEVERABILITY

19.1 If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement will remain valid and enforceable as though such term were absent upon the date of the execution of this Agreement.

20. SURVIVAL OF TERMS AFTER AGREEMENT ENDS

20.1 Notwithstanding any other provision of this Agreement, any provision of this Agreement that imposes or contemplates the continuing obligations of the Parties will survive the termination of this Agreement.

21. HEADINGS

21.1 Headings used in this Agreement are provided for convenience only and will not be used to construe meaning or intent.

22. NOTICES

22.1 All notices under this Agreement must be in writing (which includes emails). If Seller has any questions or comments about this Agreement, the Service, or wishes to terminate this Agreement, please contact BUY GOWN by: Email at: info@buygown.co. Seller also may mail to: BUY GOWN Inc., 2305 Coney Island Ave, Suite 2D, 2nd Floor, Brooklyn, New York 11223

22.2 BUY GOWN will provide all notices to Seller at the email address or physical address that Seller has provided to BUY GOWN. Seller is solely responsible for keeping that information current and accurate.

22.3 All agreements, notices, disclosures, and other communications that BUY GOWN provides electronically to Seller satisfy any legal requirement that such communications be in writing.

23. DISPUTE RESOLUTION

SELLER MUST READ THIS ARBITRATION SECTION CAREFULLY TO UNDERSTAND SELLER’S RIGHTS, BECAUSE IT REQUIRES SELLER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BUY GOWN AND LIMITS THE MANNER IN WHICH SELLER CAN SEEK RELIEF FROM US.

23.1 For all matters, disputes, or claims between the Parties arising from or related to this Agreement or Seller’s relationship with BUY GOWN, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including any dispute about the interpretation or application of this dispute resolution provision or the enforceability, revocability, or validity of this arbitration provision or any portion of the arbitration provision (“Disputes”), will be resolved by the processes and procedures described in this Clause 22, first amicably and then through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury.

THE PARTIES WAIVE SELLER’S RIGHTS TO A JURY TRIAL AND TO HAVE ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES RESOLVED IN COURT.

23.2 In the event of a Dispute, the Parties will first negotiate in good faith to informally resolve the Dispute. Seller may notify BUY GOWN of a Dispute by emailing BUY GOWN at info@buygown.co. The notice must specifically describe the nature of the Dispute and the relief Seller seeks. The Parties will have ninety (90) days from the date of receipt of such a notice to try to resolve the Dispute (or such longer period as the Parties may agree upon in writing). If the Dispute is not resolved satisfactorily within ninety (90) days after Seller or BUY GOWN receive notice from the other party in accordance with “Notices” at Clause 21 of this Agreement, Seller or BUY GOWN can submit the Dispute to binding arbitration in accordance with the arbitration provisions as set in Clause 22.3 below.

23.3 Except for any controversy or claim properly filed and pursued in small claims court on an individual basis (as explained in Clause 22.4 of this Agreement), any Dispute that remains unresolved after the Parties attempt to resolve it informally will be resolved by binding arbitration brought on an individual basis, in which case either Seller or the BUY GOWN may commence confidential binding arbitration under the terms in this Clause 22.3. The arbitration will be administered by Judicial Arbitration and Mediation Services, Inc. (JAMS) under the American Arbitration Association (AAA) Consumer Arbitration Rules (available online at www.adr.org or by calling 1-800-778-7879), as amended by this Agreement. The place of arbitration will be in New York, NY, United States of America. The arbitration will be conducted by a single arbitrator, selected by JAMS in accordance with the applicable Consumer Arbitration Rules. The arbitration may be held by teleconference or by video conference unless the arbitrator determines upon request by Seller or by BUY GOWN that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel, the expense, and other pertinent circumstances. If the parties are unable to agree on a location, such determination shall be made by the arbitrator. The arbitrator’s decision(s) shall be final and binding. The arbitrator shall have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. Any award of the arbitrator may be entered as a judgment in any court having jurisdiction.

23.4 If Seller entered into this Agreement individually, Seller has the choice to submit any Dispute before a small claims court, if applicable, instead of having the Dispute resolved by arbitration. Seller can make this choice either before or after the Dispute is submitted for resolution by arbitration.

23.5 BY ENTERING INTO THIS ARBITRATION AGREEMENT, SELLER IS WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, CLASS ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT PERMITTED, AND Seller IS AGREEING TO GIVE UP AND WAIVE THE ABILITY TO PARTICIPATE IN A CLASS ACTION. COMBINING INDIVIDUAL PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES IS ALSO NOT ALLOWED. DISPUTES REGARDING THE ENFORCEABILITY, REVOCABILITY, OR VALIDITY OF THE FOREGOING CLASS ACTION WAIVER SHALL BE EXCLUSIVELY RESOLVED BY AN ARBITRATOR APPOINTED BY THE AAA, PURSUANT TO THE APPLICABLE ARBITRATION RULES, AS DETAILED IN THIS CLAUSE 23.

23.6 Should any portion of this Clause 23 be deemed unenforceable by the arbitrator or a court of competent jurisdiction, the unenforceable portion will be severed without affecting the remainder of this Clause 22, which will remain in full force and effect. If the severance of any portion of Clause 22 results in any claims proceeding on a class or representative basis, those claims will be litigated in court and not in arbitration; the parties agree to stay any litigation of those claims pending the outcome of any individual claims in arbitration.

24. FORCE MAJEURE

24.1 Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, acts of God, acts of government, epidemics, pandemics, public health crises, and interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) or phone services.

24.2 In addition to the above, the BUY GOWN shall not be liable for any delay or failure in the performance of its obligations under this Agreement if such delay or failure results from unforeseen circumstances or causes beyond its reasonable control, including, but not limited to, delays or failures caused by transportation issues, supply chain disruptions, labor shortages, or interruptions, changes in laws or regulations, actions by governmental authorities, or the failure of Seller to comply with its obligations under this Agreement.

24.3 In the event that a force majeure event prevents either party from performing its obligations under this Agreement for a continuous period of more than sixty (60) days, either party may terminate this Agreement by providing written notice to the other party. Such termination shall be without prejudice to the rights and obligations of the Parties accruing up to the date of termination.

24.4 The BUY GOWN shall use commercially reasonable efforts to resume performance as soon as practicable after the force majeure event has abated.

25. MISCELLANEOUS PROVISIONS

25.1 Seller agrees that no joint venture, partnership, employment, or agency relationship exists between the Parties as a result of this Agreement or Seller’s access to and use of the Service. Except as otherwise expressly provided in this Agreement, there will be no third-party beneficiaries to this Agreement.