CONSIGNMENT PACKAGE SALES AGREEMENT

CONSIGNMENT PACKAGE SALES AGREEMENT

IF CONSIGNOR WISHES TO SELL OR CONSIGN ITEMS ON WWW.BUYGOWN.CO, THEN THE CONSIGNOR MUST READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND BY CLICKING "AGREE" THE CONSIGNOR 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 Consignor is agreeing, and such Terms of Service additionally apply to any of Consignor and Our activities under this Agreement.

 

ONCE CONSIGNOR AGREES TO THIS AGREEMENT LOCATED AT (WWW.BUYGOWN.CO/CSPA), IT WILL REMAIN IN EFFECT AND GOVERN ALL TRANSACTIONS BETWEEN CONSIGNOR AND BUY GOWN UNTIL CONSIGNOR OR CONSIGNEE TERMINATE IT PURSUANT TO CLAUSE 5 OF THIS AGREEMENT.

 

PLEASE READ THIS AGREEMENT CAREFULLY.

 

THE TERMS AND CONDITIONS IN THIS CONSIGNMENT AGREEMENT (THE “AGREEMENT”) CREATE A CONTRACT BETWEEN CONSIGNOR (“CONSIGNOR” OR “YOU”) AND BUY GOWN LLC (“CONSIGNEE”, “BUY GOWN”, “US” OR “OUR”) collectively referred to as the "Parties."

 

1. DEFINITIONS

1.1 Consignor: The individual or entity who owns the Items and is consigning them to the Consignee for sale.

1.2 Consignee: BUY GOWN Inc, a New York corporation, that agrees to sell the Consignor's Items on their behalf.

1.3 Buyer: The individual or entity who purchases the Items from the Consignee.

1.4 Sale: A Sale is defined as the date when the Consignee receives 100% payment from a Buyer.

1.5 Item Evaluation Report: A document provided by the Consignee detailing the condition, authenticity, and description of the consigned item.

1.6 Verified Listings: Listings on the Consignee’s platform that have been inspected and confirmed for condition and authenticity.

1.7 Business Day: Any day other than a Saturday, Sunday, or a legal holiday in the State of New York.

1.8 Parties: The Consignor and the Consignee may be referred to collectively as the "Parties."

1.9 Commission: Amount to be paid by Consignee to Consignor.

1.10 Net Selling Price: The price at which a Consigned item is Sold, less applicable discounts and promotions, and excluding taxes and shipping.

2. ELIGIBLE ITEMS

2.1 Branded new or pre-loved wedding and evening gowns with a retail price of $1,500 or more.

2.2 Branded new or pre-loved children's dresses with a retail price of $1,000 or more.

2.3 Branded new or pre-loved bridal capes with a retail price of $1,000 or more.

2.4 Branded custom-made gowns by emerging designers with a retail price of $1,500 or more.

3. DESCRIPTION OF CONSIGNED ITEMS

3.1 The Consignor agrees to consign the Items for sale as per Appendix 1 to this Agreement. The Consignor warrants that they have full legal ownership of the Consigned Items and the right to consign them to the Consignee.

4. TERMS AND TERMINATION

4.1 This Agreement shall commence on the date first above written and continue until terminated by either party with thirty (30) days' prior written notice.

4.2 The Consignee may terminate this Agreement without providing any explanation in the event of a breach by the Consignor, non-compliance with terms, Consignor’s misbehavior, or if the Consignee determines that the Items do not meet the required standards. Termination will be effective on the date of such notice.

4.3 Upon termination, the Consignee shall return any unsold Items to the Consignor within fourteen (14) days. All outstanding payments for sales proceeds, transaction fees, refunds, storage or handling fees, and inspection fees shall be settled by the Parties.

4.4 The Consignee reserves the right to accept or reject any item for any reason.

5. RESPONSIBILITIES OF THE PARTIES

5.1 Consignor Duties:

5.1.1 Ensure Items are authentic and provide accurate descriptions.

5.1.2 Maintain ownership rights until the Items are sold.

5.1.3 Pay a non-refundable fee of $65 for the New Yorker Package at the time of listing submission.

5.1.4 Retain possession of the Items until they are sold and ensure they remain in the same condition.

5.1.5 Deliver the Items to a BUY GOWN drop-off location after submitting an online application with pictures of the Items.

5.1.6 If the Consignor decides not to sell the item(s) the Consignor must immediately inform the Consignee.

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

5.1.8 The Consignor shall be obligated to pay the Consignee twenty-five percent (25%) of the Net Selling Price as described in clause 1.10 of this Agreement.

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

5.1.10 Respond and communicate with Consignee in a timely manner.

5.1.11 Consignor agrees to accept the listings created by Consignee at Consignee’s sole discretion, including photos, videos, descriptions, and pricing, and acknowledges that the Consignee will promote the Items on social media platforms.

 

5.2 Consignee Duties:

5.2.1 Store, market, and sell the Items through designated channels.

5.2.2 Provide regular updates to the Consignor on the sale status of their Items.

5.2.3 Handle customer interactions and transactions.

5.2.4 Create listings at Consignee's sole discretion, including photos, videos, descriptions, and pricing, and promote the Items on social media platforms as deemed appropriate by the Consignee.

5.2.5 Inspect the Items upon receipt to ensure they meet the description, condition, and authenticity before listing them under "Verified" listings.

5.2.6 Respond and communicate with Consignor in a timely manner.

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

6. CONDITION OF CONSIGNED ITEMS

6.1 All Items shall be in one of the following conditions (in pristine condition: absolutely neat, clean, with functioning zippers (if applicable), and free from any damage or odors)

6.1.1 Brand new with tags.

6.1.2 Brand new without tags.

6.1.3 Pre-loved in perfect condition.

6.1.4 Pre-loved in medium condition.

6.2 The condition of the consigned Items shall be assessed by the Consignee either in the presence of the Consignor or independently.

6.2.1 If the Consignor chooses to be present, the condition will be agreed upon immediately and documented in an Item Evaluation Report provided by the Consignee. If the Consignee decides to consign the item, they fully agree with the Item Evaluation Report.

6.2.2 If the Consignor is not present during the evaluation, the Consignee will prepare the Item Evaluation Report within three (3) business days after physically receiving the item. The Consignor agrees not to make any claims against the Consignee regarding the condition of the item as described in the Evaluation Report.

7. PRICING AND PAYMENT

7.1 Unless Parties have agreed otherwise in writing to a specific price at which a specific item must be Sold, the Consignee, in its sole discretion, will determine the initial selling price for each Consigned item (the “Initial Sale Price”) based on Consignee’s evaluation and determination of the current re-sale market price for that item. The original manufacturer’s suggested retail price of an item, while sometimes listed on the item product description page by Consignee, is used as a reference only.

7.2 In order to market and promote the sale of each Consigned item, the Consignee may, in its sole discretion, apply a 20% discount effective immediately to the Consigned item, which will affect its Initial Sale Price, unless Parties have otherwise agreed in writing that such discount is not permitted, or if Parties have agreed that a discount is permitted only with Consignor’s prior written consent.

7.3 Consignee may offer additional discounts and promotions to Buyers, which are effective immediately at Consignee’s sole discretion and without notice to Consignor, to efficiently market and sell the Consigned Items, unless Parties have otherwise agreed in writing that further discounts are not permitted or that such discounts are permitted only with Consignor’s prior written consent.

7.4 The Consignor will receive seventy-five percent (75%) of the Net Selling Price of the Items, less any applicable transaction fees. For example, if the item is sold for $1,000, Consignor receives $750.

7.5 Payments will be made to the Consignor within thirty (30) business days after the item is sold.

7.6 In case of disputes regarding payouts, the Consignee will hold the disputed amount in escrow until the dispute is resolved.

7.7 Payment methods include Zelle, Venmo, PayPal, and Cash App.

7.8 If there is a dispute between Parties relating to Consigned Items, Consignee will have no obligation to pay any Commissions or other amounts due to Consignee, including, without limitation, amounts unrelated to the dispute, unless and until the dispute is resolved. Consignee may withhold any Commissions due to Consignor (including any due for Sold Consigned items not subject to the dispute) and setoff such Commissions in full or partial satisfaction of any amounts Consignor owes to Consignee.

7.9 If the Consignor sells the item(s) directly or via third parties using any link or reference to marketing materials distributed by the Consignee or any marketing video, photo, or description made by the Consignee while this Agreement is in force, the Consignor shall pay to Consignee 25% of the Net Selling Price as described in Clause 7.4 regardless of the actual price the item was sold by Consignor.

8. DELIVERY AND COSTS

8.1 The Consignor may deliver the Consigned Items to a BUY GOWN drop-off location or have them shipped to BUY GOWN.

8.2 The Consignee shall cover the costs of ground shipment for returning any unsold Items.

9. RISK OF LOSS AND INSURANCE

9.1 Consignee accepts the risk of loss or damage to Consigned Items only in the following circumstances:

9.1.1 When Consignee takes physical possession of the Consigned Item(s).

9.1.2 Consignor uses only Consignee’s approved, pre-paid shipping label and approved method of shipment to ship Consigned Items and the label is processed into Consignee-approved shipping vendor’s tracking.

9.1.3 If an item of Consigned Item(s) is damaged, stolen, or lost while in Consignee’s possession or during Approved Transit, it will be treated as Sold (as defined in Clause 1.4 of this Agreement). In this case, the Consignee will pay Consignor a Commission (as defined in Clause 7 of this Agreement). This payment represents the amount Consignor would have received in the normal course of a sale, less any discounts or promotions applied under this Agreement.

9.1.4 Any claim by Consignor for a damaged, stolen, or lost item must be made to Consignee in writing within fifteen (15) days of the day that Consignor became aware or should have reasonably become aware of the alleged damage, theft, or loss. In the case of a damaged item, Consignee may have minor damage to an item repaired by a certified repair service within a commercially reasonable amount of time and re-list the item for sale by Consignor at a price Consignee determines.

9.1.5 The Consignor is responsible for providing accurate information for insurance purposes.

10. CONSIGNOR’S REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Consignor hereby represents and warrants that:

10.1 Consignor is at least 18 years of age.

10.2 Consigned Items are authentic, free from any liens or encumbrances, and meet the conditions specified in this Agreement.

10.3 No Consigned Item(s) are counterfeit goods.

10.4 No Consigned Item(s) infringe upon, misappropriate, or violate any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation.

10.5 No Consigned Item(s) is from, or the result of, illegal activity, including theft or fraud.

10.6 No transaction initiated by Consignor will cause Consignee to be in violation of any anti-money laundering, anti-terrorism, or other applicable state or federal law of the United States of America, any state, or any foreign country.

10.7 Consignor will indemnify and hold Consignee harmless from all damages, suits, litigation, awards, and costs, including but not limited to reasonable attorneys’ fees and costs, incurred by Consignee as a result of or arising in any way out of Consignee’s display or sale of the Consigned Item(s), including but not limited to, civil or criminal suits over authenticity or ownership of the Consigned Item(s), legality of sales, or copyright or trademark infringement.

11. INSPECTION AND FINAL SALE PROCESS

11.1 Upon sale, the Consignee will professionally pack and ship sold item to the Buyer within three (3) business days.

12. ACCOUNT SUSPENSION

12.1 The Consignee reserves the right to suspend the Consignor's account if two or more Items listed by the Consignor do not meet the description, if their authenticity cannot be established

13. NO ASSIGNMENT

13.1 Consignor may not assign this Agreement or any interest Consignor has in it without Consignee’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 CONSIGNOR EXPRESSLY UNDERSTANDS AND AGREES THAT:

14.1.1 CONSIGNOR’S USE OF CONSIGNEE’S SERVICES IS AT CONSIGNOR’S SOLE RISK. CONSIGNEE’S SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CONSIGNEE 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 CONSIGNEE MAKES NO WARRANTY THAT (A) CONSIGNEE’S SERVICES WILL MEET CONSIGNOR’S REQUIREMENTS OR (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT CONSIGNOR OBTAINS FROM CONSIGNEE OR THROUGH OR FROM CONSIGNEE’S WEBSITE OR CONSIGNEE’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 CONSIGNOR 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 CONSIGNEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE OUR SERVICES OR CONSIGNEE’S WEBSITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF CONSIGNOR’S TRANSMISSIONS OR DATA; (C) THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (D) ANY OTHER MATTER RELATING TO CONSIGNEE’S SERVICES OR THIS AGREEMENT.

14.1.4 IN NO EVENT WILL CONSIGNEE’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT CONSIGNEE HAS ACTUALLY RECEIVED OR PAID AS A RESULT OF SELLING OR PURCHASING CONSIGNOR’S ITEMS HEREUNDER.

14.2 THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF CONSIGNEE’S BUSINESS, AND CONSIGNEE 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

5.1 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 thirty (30) days’ notice, except as set forth above in “Pricing and Payment” at Clauses 7.2 and 7.3 of this Agreement, which provides that discounts and promotion rates may be changed by Consignee at any time and without notice to Consignor and that such change is effective immediately.

16.2 Consignor will be bound by all revised terms on the effective date, including any changes to the Commissions, or Discounts and Commission Rates, unless Consignor terminates this Agreement before the effective date of the revised terms. If Consignor does not agree to any revised terms, Consignor’s sole recourse is to terminate this Agreement in accordance with “Terms and Termination” at Clause 4 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 Consignor or Consignee 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 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 Consignor has any questions or comments about this Agreement, the Service, or wishes to terminate this Agreement, please contact Consignee by:

Email at: info@buygown.co

Consignor also may mail to: BUY GOWN, 2305 Coney Island Ave, Suite 2D, 2^nd Floor, Brooklyn, New York 11223

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

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

23. DISPUTE RESOLUTION

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

23.1 For all matters, disputes, or claims between the Parties arising from or related to this Agreement or Consignor’s relationship with Consignee, 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 23, 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 CONSIGNOR’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. Consignor may notify Consignee of a Dispute by emailing Consignee at info@buygown.co. The notice must specifically describe the nature of the Dispute and the relief Consignor 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 Consignor or Consignee receive notice from the other party in accordance with “Notices” at Clause 22 of this Agreement, Consignor or Consignee can submit the Dispute to binding arbitration in accordance with the arbitration provisions as set in Clause 23.3 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 23.4 of the present 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 Consignor or the Consignee may commence confidential binding arbitration under the terms in this Clause 23.3. 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 Consignor or by Consignee 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 Consignor entered into this Agreement individually, Consignor has the choice to submit any Dispute before a small claims court, if applicable, instead of having the Dispute resolved by arbitration. Consignor can make this choice either before or after the Dispute is submitted for resolution by arbitration.

23.5 BY ENTERING INTO THIS ARBITRATION AGREEMENT, CONSIGNOR 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 CONSIGNOR 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 23, which will remain in full force and effect. If the severance of any portion of Clause 23 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) services.

24.2 In addition to the above, the Consignee 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 Consignor 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 Consignee shall not be obligated to refund any fees or payments made by Consignor prior to the force majeure event. The Consignee shall use commercially reasonable efforts to resume performance as soon as practicable after the force majeure event has abated.

25. MISCELLANEOUS PROVISIONS

25.1 Consignor agrees that no joint venture, partnership, employment, or agency relationship exists between the Parties as a result of this Agreement or Consignor’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.