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DONATION CONSIGNMENT
TERMS

This Donation Consignment Agreement (the "Agreement") is a legal agreement between the individual or company set forth on the consignment form ("Consignor") and TrueFacet, Inc. ("Consignee"). This Agreement specifies the terms under which Consignor may provide the Products (as defined below) described herein to Consignee on a donation consignment basis, for sale by Consignee of behalf of Consignor. This Agreement is incorporated by reference and governed by the Terms of Service [insert link]. In the event this Agreement is inconsistent with the Terms of Service or any terms set forth on our landing page [insert link] with respect to a donation consignment with us, this Agreement controls. Please read this Agreement carefully, because by clicking "I Agree," or otherwise manifesting assent to this Agreement, Consignor agrees to be bound by the terms of this Agreement and the terms and conditions of Consignee's Privacy Policy [insert link], which is hereby incorporated by reference and certifies that Consignor is at least 18 years old or older. If Consignor does not agree to (or cannot comply with) all of the terms of this Agreement, please do not provide Products to Consignee. If Consignor is clicking “I Agree” or otherwise manifesting its consent to this Agreement on behalf of a company, organization, or other entity, then (i) “Consignor” includes Consignor and that entity, and (ii) Consignor represents and warrants that it is an authorized representative of such company, organization, or entity with the authority to bind such company, organization, or entity to this Agreement, and that Consignor agrees to this Agreement on the entity’s behalf.

Section 1. Consignment Stock; Consignment Period.

(a) Within ten (10) calendar days after the Effective Date (as defined below), Consignor will deliver to Consignee's location at 530 7th Avenue, New York, New York 10018 (the “Location”) on a consignment basis, such quantities and types of jewelry and watches (the "Products") to be described by Consignor on the consignment form located at www.truefacet.com/consignment (collectively, the "Consigned Inventory"). Consignor will provide and deliver all Products to Consignee's Location at its sole expense, FOB Consignee. By entering into this Agreement, Consignor grants Consignee the right to use the Product’s applicable brand logos, likeness, product images and other reasonable intellectual property on the Consignee's website and any marketing materials provided by Consignee. Consignor warrants and represents that (i) it is in compliance with all aspects of this Agreement and applicable laws, including in respect of all items; (ii) is has the legal right to consign the Product and to provide any and all of the descriptions, graphics, photos, images and any other content related to the Product; (iii) the description and depiction of the Product, including but not limited to any damage, size or measurements Consignor provides are complete, truthful, and accurate; (iv) the Products are not fraudulent, illegal, replicas, or stolen; (v) the Products do not infringe upon any third-party's rights, including any third party copyright, patent, trademark, trade secret or other proprietary or intellectual property rights, privacy rights, moral rights or other proprietary rights.

(b) The consignment period for any Product in the Consigned Inventory will commence on the date the Product is deemed accepted by Consignee (i.e., the date on which Consignee provides Consignor with written notice via email) and will only end in the event Consignor requests a return of the Product from Consignee in writing (the "Consignment Period").

Section 2. Condition of Consigned Inventory; Acceptance of Consigned Inventory.

(a) Consignee will only accept Products that are authentic, clean, and at least in a “Very Good” condition, meaning that the condition of the Products cannot fall below one with some visible scratches or discoloration. For example, a watch of “Very Good” condition will most likely have some visible scratches or signs of wear on the bracelet, bezel and/or crystal. Any defects should be brought to Consignee's attention upon delivery of the Products. Consignee will document the condition of all Products in a report and such report will be made available to Consignor upon request. Consignor agrees that the condition of the Product may affect the value of the Product.

(b) Upon receipt of Consigned Inventory, Consignee will evaluate each Product in the Consigned Inventory to determine its quality and authenticity. Any Product that fails to meet Consignee's quality and authenticity standards will be returned to Consignor, at Consignor's expense. If any Product provided to Consignee hereunder is found to be counterfeit, Consignee reserves the right to confiscate such Product and provide the Product and any other information (including, Consignor's personal information) requested by the person, government authority or agency looking to trace the origin of such counterfeit Product.

Section 3. Right to Sell Consigned Inventory.

Consignor hereby grants to Consignee the right to sell Consigned Inventory on behalf of Consignor pursuant to this Agreement. During the Consignment Period, Consignee will use commercially reasonable efforts to make available for purchase the Consigned Inventory on Consignee's website located at www.truefacet.com. Consignee reserves the right to include Consigned Inventory as part of the sales and promotions that Consignee offers to its customers.

Section 4. Pricing; Payment.

(a) Consignor's who are vendors of Consignee will provide Consignee with a merchandising pricing sheet that lists the minimum sale price ("Floor Price") for each Product in the Consigned Inventory. Consignor's who are customers of Consignee will receive a Floor Price for each Product in the Consigned Inventory via email within three (3) days after the Consigned Inventory is delivered to Consignor's location pursuant to Section 1 of this Agreement. Consignee agrees to maintain the Floor Price, and will accept nothing less than such Floor Price for any Product sold, unless otherwise agreed upon in writing (may be via email) by the parties. Notwithstanding the foregoing, Consignee reserves the right, in its sole discretion, to adjust the sale price of any Product in the Consigned Inventory.

(b) Upon sale of Product(s) to Consignee's customers, Consignee will donate 90% of the final sale price to The Epic Foundation ("Donation") and retain 10% of the sale price to cover Consignee’s overhead. Consignor will not make any profit on any donated and sold Products. The Epic Foundation strictly partners on a pro-bono basis so that 100% of the Donation goes to The Epic Foundation’s portfolio organizations. Donations paid to The Epic Foundation may be tax deductible to the extent permitted under applicable state and federal law. Consignor’s should consult a tax advisor regarding such charitable contribution deductions.

Section 5. Title; Risk of Loss.

All Consigned Inventory will remain the property of Consignor until Consignee sells it to Consignee's customer. Consignee will acquire no right, title or interest in the Consigned Inventory other than the right to possess the Consigned Inventory as a Consignee and sell the Consigned Inventory on behalf of Consignor pursuant to the terms of this Agreement. Consignee accepts all risk of loss and full responsibility for the condition of, any shortages in and the payment for all Consigned Inventory which may be lost, stolen, damaged or destroyed while in its possession or control. Consignee will use commercially reasonable efforts to (i) identify all Consigned Inventory as being the property of Consignor, (ii) separate Consigned Inventory from other property of Consignee, and (iii) maintain complete and accurate records concerning the Consigned Inventory.

Section 6. Return of Consigned Inventory.

At any time during the Consignment Period, Consignor may, by written notice to Consignee, request return of Products not already sold from the Consigned Inventory. All such returns requested within the first 180 days of the Consignment Period will be at Consignor's expense, including a fee of twenty dollars ($20) per Product to cover Consignee's inventory holding cost and all applicable shipping charges. All returns requested following the first 180 days of the Consignment Period will be returned to Consignor free of charge. All Products sold are final sale.

Section 7. Term; Termination.

This Agreement will be effective from the time Consignor clicks "I Agree" ("Effective Date") and will continue in full force and effect thereafter unless sooner terminated as provided for herein. Either party may terminate this Agreement, at any time, without cause, upon fifteen (15) days written notice to the other party. This Agreement may be terminated at any time by either party upon written notice to the other party, if the other party is in material breach of this Agreement and fails to cure such breach within ten (10) days after it receives written notice thereof from such party. All accrued rights or responsibilities will survive termination or expiration of this Agreement. Upon termination of this Agreement, any remaining Consigned Inventory will be returned to Consignor at Consignor's expense. Termination will not affect either party's warranties which have not yet expired.

Section 8. Warranty and Disclaimer.

Consignor represents and warrants to Consignee that during the Consignment Period: (i) Consignor has good title to the Products, free of all liens, claims and encumbrances; (ii) the Products are authentic and not counterfeit or knock offs; (iii) the Products will conform in all material respects, with the Product specifications set forth on the labeling of the Product; and (iv) the Products do not violate, infringe or misappropriate any intellectual property or proprietary rights of any third party. Consignor will promptly replace, at its sole expense, any Product that does not conform to the foregoing warranties.

Section 9. Limitation of Liability.

(a)NEITHER PARTY, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE PRODUCTS, THE USE THEREOF, OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

(b) IN NO EVENT WILL CONSIGNEE BE LIABLE, IN THE AGGREGATE, FOR ANY DIRECT DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY IN LAW OR IN EQUITY, IN EXCESS OF THE ACTUAL SALE PRICE RECEIVED BY CONSIGNEE FOR THE PRODUCT THAT GAVE RISE TO THE CLAIM.

(c) To the extent the exclusions and limitations of liability set forth in this Section is not permitted under applicable law, Consignee's liability in such case will be limited to the greatest extent permitted by law.

Section 10. Indemnification.

Consignor hereby agrees to indemnify, defend and hold harmless Consignee against any and all claims, demands, actions, losses, expenses, damages, liabilities, costs (including, without limitation, interest, penalties and reasonable attorneys' fees) and judgments arising from a third party claim against Consignee arising from (i) Consignee's sale of the Product, or (ii) Consignor's breach of the warranty set forth in Section 8. Notwithstanding anything set forth in this Agreement, no limitation or waiver or liability will apply to Consignor’s obligations under this Section 10.

Section 11. Independent Contractor.

Consignor and all of Consignor's employees, agents, and contracted staff (collectively "Consignor's Staff") while performing any services pursuant to this Agreement are independent contractors and not employees of Consignee. Consignor's Staff are not eligible for and may not participate in any Consignee health, welfare, pension, disability, insurance, leave or any other benefit of employment plan or program. Consignee will not provide worker's compensation insurance for any Consignor Staff or withhold any taxes or other required withholding to any pay to any Consignor Staff; Consignor is solely responsible for these obligations, if any, to Consignor's Staff.

Section 12. Insurance.

Consignee will procure, at its own cost and expense, insurance coverage in amounts as may be expected of a diligent and professional company in the industry, taking properly into account its obligations and liabilities under this Agreement. Such insurance coverage will be maintained during the Consignment Period. All policies will contain a minimum of thirty (30) days' notice of cancellation or material change, which notice will include Consignor. Consignee will furnish certificates of insurance upon reasonable written request by Consignor and provide renewal certificates at least thirty (30) days' prior to the expiration of the policy.

Section 13. Confidential Information.

Each party hereby acknowledges that during the Consignment Period it has or may have access to confidential and proprietary information of the other party including, without limitation, business information related to purchasing, supplies, product pricing, vendor identification, and other financial information designated as confidential expressly or by the circumstances in which it is provided ("Confidential Information"). Confidential Information does not include (i) information already known outside the scope of this Agreement, (ii) information in the public domain through no wrongful act of the receiving party, (iii) information that was independently developed by the receiving party without the use of the disclosing party’s Confidential Information, or (iv) information received outside the scope of this Agreement from a third party not known to the receiving party to be under a confidentiality obligation to the disclosing party. The receiving party will (a) only use the disclosing party's Confidential Information to perform its obligations pursuant to this Agreement, (b) not disclose the disclosing party's Confidential Information to any person or entity, except to its own employees or agents having a "need to know" (and who themselves are bound by similar nondisclosure restrictions). The obligations set forth in this Section 13 will not apply to disclosures required by applicable law, rule, regulation, regulator request or order, provided that, to the extent practical and permitted by such requirement, the receiving party will promptly notify the applicable disclosing party so as to provide such disclosing party an opportunity to seek a protective order or other confidential treatment. At any time upon written request by the disclosing party, the receiving party will return all Confidential Information in its possession or control or, at the sole discretion of the disclosing party may otherwise verify its destruction or deletion to the disclosing party.

Section 14. Force Majeure.

Consignee will not be liable to Consignor for any failure to perform or delay in performance hereunder where such failure or delay is by reason of any event or cause whatsoever beyond the reasonable control of Consignee including, but not limited to, fire, storm, flood, earthquake, explosion, accidents, acts of God or of the public enemy, riots, public disorders, strikes, labor disputes, transportation embargoes or delays, failure of common carriers, shortages of any Products, or acts or regulations or priorities of the government or branches or agencies thereof, Consignee will be excused from making deliveries hereunder to the extent of such prevention, restriction or interference.

Section 15. Notices.

Any notice required or allowed by this Agreement will be in writing and will be delivered either by hand to a party, by reputable overnight courier, facsimile with proof of confirmation, or by certified mail, return receipt requested at the address set forth below. Any party may change its address by giving written notice of such change in accordance with the provisions of this paragraph: If to Consignor: At the address set forth on consignment form that is submitted.

If to Consignee : TrueFacet, Inc.

530 7th Ave, Suite 1502

New York, NY. 10018

Telephone: 1-800-690-3736

Section 16. Assignment.

Consignor will not assign this Agreement or any rights nor delegate obligations hereunder without the prior written consent of the other party, and any such attempted assignment without the prior written consent of Consignee will be void and of no force or effect. Consignee may freely subcontract, delegate, or assign its rights and obligations under this Agreement at any time. This Agreement will be binding upon the parties' respective successors and permitted assigns.

Section 17. Miscellaneous.

In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion will be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement will remain in full force and effect. Sections 7, 9, 10, 13, 14 of this Agreement, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive the termination or expiration of this Agreement. The paragraph headings herein are provided only for reference and will have no effect in the construction or interpretation of this Agreement. Consignor may not assign this Agreement. No waiver will be effective unless in writing and signed by both parties. Any waiver by any Party of any provision of this Agreement will not be construed as a waiver of any other provision of this Agreement, nor will such waiver operate or be construed as a waiver of such provision respecting any future event or circumstance. This Agreement and any other agreements between the parties entered into will be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof, and any action brought in relation to this Agreement will be brought in a Federal or State court in New York County, New York State. This Agreement contains the entire agreement of the parties, and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. Consignee may change the terms and conditions of this Agreement from time to time. If Consignee changes any terms of this Agreement, Consignee will notify Consignor via email and Consignor will be required to follow the link in the email and click "Agree" to accept the new terms. The most current version of this Agreement will be available at www.truefacet.com/consignment-terms

CONSIGNOR ACKNOWLEDGES THAT CONSIGNOR HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.