Styylish Vendor Terms and Conditions

Styylish Vendor Standard Terms and Conditions

These Terms and Conditions to the Styylish Vendor Agreement (the “Agreement”) describe the terms and conditions on which Styylish Inc., a Delaware corporation (“Styylish,” “we”, or “us”) offers you access to sell appropriate merchandise (“Items”) on Styylish.com and all its related websites and applications (each and collectively, the “Site”) or in any other way using Styylish’ tools and/or services.

The individual Agreement consists of (a) the Vendor Plan document with your documented agreed plan and (b) these Styylish Vendor Conditions – plus any ancillary documentation referenced within either the Vendor Plan or these Styylish Vendor Conditions – to the exclusion to any other written, electronic or verbal understandings before, during or after the execution of the individual contract a defined and described here.

In order to sell Items on the Site and/or otherwise facilitated by Styylish, the entity that wishes to do so and which becomes a party to this Agreement (“Vendor”, “you”, or “your”) must

a) have filed a Vendor application and have been approved (electronically or in writing) as a Vendor by Styylish;
b) accept the general site use related terms and conditions (such as “User conditions” and “Privacy Policy”); and
c) accept the terms and conditions contained in this Agreement. Your adoption of this Agreement (whether by electronic or physical signature, clicking “I accept” (or similar mechanism), or your use of the Site to sell any Items) constitutes your express agreement to the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not permitted to sell Items on the Site and/or via Styylish. You must be 18 years of age or older to use the Site. The Site is not directed at children under the age of 13 and does not knowingly collect information from such children. The person executing or agreeing to this Agreement represents and warrants that he or she is acting on behalf of the business entity by whom he/she is employed or of which he/she is an owner or representative and is duly authorized to bind such entity to this Agreement.

Until a) – c) have been completed, neither the Vendor Plan, nor these Styylish Vendor Conditions nor any other documents provided by Styylish for your orientation will constitute binding obligations for you or Styylish.

Subscription Term. The initial term of this Agreement (“Initial Subscription Term”) shall be one year, and the Agreement automatically renews for additional one year terms (collectively, with the Initial Subscription Term, the “Subscription Term”) unless and until it is terminated as provided in this Agreement. The Subscription Term commences once both parties have agreed to this Agreement (or upon Styylish’s receipt of your acceptance of this Agreement via an online click-through or other

* The contract will consist of your Vendor Plan Details, the Styylish Vendor Conditions and only any ancillary documents expressly referenced therein. You will be required to enter into the contract by using Docusign (or another styylish approved clickwrap or e-signature solution via styylish.com). Until signed, neither this document, nor any Vendor Plan document, nor a related Styylish Vendor Term Sheet nor any other documents provided by Styylish for your orientation will constitute binding obligations for you or Styylish Inc.

acceptance mechanism that Styylish has chosen to allow and provide for you at its sole discretion). Future versions of this Agreement/any modifications become effective as to Vendor at the time and in the manner set forth in Section 10 hereof.

The Styylish Site. The Site provides a venue for Vendors to sell Items to buyers (“Buyers”). The sale is made directly between the Vendor and the Buyer. Styylish is not an agent of either the Buyer or the Vendor for any purpose. Styylish is not responsible for: (a) information provided by Vendor or Buyers; (b) the transfer of legal ownership of Items from Vendor to Buyer; or (c) any negligence, misconduct or other inappropriate or un-businesslike behavior by a Buyer or Vendor in connection with any sale transaction entered into on or through the Site. Styylish agrees to publish images and information relating to Items provided by the Vendor on the Site during the Subscription Term; however, Styylish reserves the right to reformat the data and images received in order to accommodate the format of the Site, and to publish images and information relating to Items as it deems fit. We have sole control over the look, feel, Content (defined below), operations and evolution of the Site, and may modify the Site and any Content in our sole discretion. Styylish is independent from Vendor and from Buyers and no agency, partnership, joint venture, employee- employer, consignor-consignee, franchiser-franchisee or fiduciary relationship is intended or created by the operation of this Site by Styylish. The provisions of the Commercial Agents Directive (86/653/EC) as implemented in any European jurisdiction (for example, in the UK via the Commercial Agents Regulations 1993) are expressly excluded from this Agreement. By using the Site, Buyers select and purchase goods marketed by Vendors, solely of their own initiative, placing orders via the Site or as otherwise directed.
Pricing and Fees. Vendor agrees to pay the monthly recurring subscription fees (“Subscription Fees”), listing fees, transaction fees (commissions and/or payment processing fees), advertising fees (pursuant to the Rate Card and/or any mutually-agreed Insertion Order (IO)), and any other fees (“Fees”) for the services provided by Styylish as set forth in the “Vendor Plan Details” to which Vendor has agreed and in respect of any updated pricing, to pay the Fees set forth in any updated pricing schedule posted in the part of the Site available exclusively to Vendors (the “Vendor Admin”) or provided to you via email. Subject to Section 10(C) hereof, pricing for services (including the addition of any new services/fees) may be updated by Styylish at any time. Unless otherwise stated, all Fees are quoted in U.S. Dollars. Any recurring monthly fees (e.g. Subscription Fees) are billed on the 1st of each month. Other non-recurring fees are billed as services are rendered. Any account overdue by 14 days following receipt of a Styylish invoice or monthly statement may be subject to a $100 late charge (or £100 if you are billed in British Pounds, or €100 if you are billed in Euros) and/or 1.33% interest per month (annual percentage rate of 16%) or the maximum legal rate, if lower. We may deduct Fees from amounts due to Vendor in our sole discretion.
How a Sale is Made; Pricing is set by Vendor. You control the price at which Items are listed, the ultimate price at which Items are sold, and the specific terms of any sales to a Buyer (provided, however, that all such terms must comply with all requirements of this Agreement). However, you acknowledge and agree that Styylish may choose in its sole discretion to offer a Buyer a promotional discount, which will reduce the Total Purchase Price, but will be fully funded by Styylish and will not affect the Net Amount (each defined below) that Vendor receives. Vendor is responsible for accurately describing the Items it is offering to sell and for delivering the Items (see Section 6) to the Buyer in accordance with the arrangements made between Buyer and Vendor, including transfer of title and payment of all applicable taxes (see Sections 7 and 8), fees and charges. Notwithstanding the foregoing, Styylish may facilitate, through third-party shippers, the shipping of Items between the Vendor and the Buyer as an optional accommodation to Vendor and Buyer.
Intermediary Services; Managing Disputes. Styylish provides intermediary services between the Buyer and Vendor in connection with customer service and/or dispute resolution matters (although this service is at our option and we may choose not to do so at any time and on any occasion). In the event Styylish provides intermediary services, then the decision of Styylish is final and binding on all parties and cannot be appealed, challenged or reversed, except in the case of manifest error. Vendor shall cooperate fully with our Dispute (defined below) resolution efforts.

Shipping of Sold Items. The following shipping options may be offered to Buyers by Vendor: (a) choosing the shipping company and handling all shipping yourself using similar shipping methods and standards to those offered through Styylish-facilitated shipping, with all or a portion of the shipping cost passed on to the Buyer at your sole discretion; (b) allowing the Buyer to set up and handle shipping at their own expense; or (c) having Styylish set up shipping (with a third-party shipping company) subject to the pricing and terms negotiated by Styylish and which may be subject to advertised pre-set shipping prices. For all shipping options offered by Vendor, shipping costs (if known prior to purchase) and policies shall be clearly disclosed in each Item listing, and shipping must be offered to Buyer at advertised price as long as the Buyer meets the policies disclosed. If shipping costs are not calculable at the time of the listing, Buyer may provide their shipping address and delivery requirements on the Site and request a quote from either Vendor or Styylish. It is Vendor’s right to choose who bears the shipping costs (Vendor or Buyer), so long as (a) consistent with the requirements of this Agreement—including any policies in the Vendor Admin, and (b) clearly disclosed in the Item listing itself. How shipping is arranged affects when and how title and risk of loss are transferred (see next section). Return policies to which Vendor must adhere are set forth in Section 21 below.

Regardless of how shipping is arranged, in the absence of clearly stated policies in the Item listing to the contrary, the following default positions apply: (1) Import duties and taxes are Buyer’s responsibility, unless Vendor does not accurately declare the Items being shipped, in which case Vendor may be liable for import duties, taxes, and other associated costs; (2) Regulatory permits/fees and antiquities or similar fees are Vendor’s responsibility; (3) fumigation fees (where required by applicable import/customs laws) are Vendor’s responsibility; (4) all other fees imposed by any governmental agency (e.g., customs or border security, country of origin document) are Vendor’s responsibility.

Authorization of Styylish to Collect Total Purchase Price; Transfer of Title/Risk of Loss. Vendor hereby requests and authorizes Styylish to collect the total sale price of the Item, plus agreed shipping costs (unless arranged and paid by Buyer directly) and sales or use tax (collectively, the “Total Purchase Price”), and remit the Total Purchase Price to Vendor minus any Fees owed by Vendor to Styylish, any shipping charges for Styylish-facilitated shipping services, and any taxes which are remitted by Styylish to taxing jurisdictions under Section 8 hereof (collectively, the “Net Amount”). Vendor represents and warrants that Vendor will promptly fulfill, within production, handling, and shipping timelines stated in the Item listing, each sold Item to Buyer upon receipt of the Sales Confirmation from Styylish, which constitutes confirmation of receipt by Styylish of the Total Purchase Price. Vendor expressly agrees not to delay fulfillment of a confirmed order (one for which a Sales Confirmation has been received) for receipt by Vendor of the Net Amount from Styylish. In the case of Buyer-arranged shipping, risk of loss and title for such Items pass to Buyer upon Vendor’s delivery of the Item to the carrier selected by the Buyer for shipment or when the Buyer picks up the Item from the Vendor. In the case of Vendor-arranged shipping (including Styylish-facilitated shipping), risk of loss and title for such Items pass to Buyer upon Buyer’s receipt of the Item. Vendor represents and warrants that Vendor is the sole owner of each Item the Vendor is offering for sale on the Site or that the Vendor is duly authorized by the owner of the Item to sell the Item and that the Vendor will transfer ownership of the Item to the Buyer free from any claims by third parties. Vendor is responsible for complying with all laws and regulations, including international laws and regulations, applicable to the sale and shipment of items.
Taxes. Except as set forth in this section, Vendor is solely responsible for collection and remittance and/or payment of all applicable taxes, including sales tax, use tax, VAT, GST, import/export duty, and/or regulatory permit fees to the appropriate authority.

Notwithstanding- in the US – the foregoing exceptions will apply:

– (Styylish Tax States) in certain jurisdictions, Styylish will calculate, collect, and remit sales or use taxes directly to the jurisdictions (Vendor is not permitted to opt out of tax collection and remittance by Styylish in these jurisdictions). Styylish will notify Vendor of jurisdictions where Styylish collects and remits sales or use tax, VAT, or GST (via email, posting to the Vendor Admin, or other electronic means).

– (Vendor Tax States) for certain other jurisdictions, Styylish will collect sales or use tax, where applicable, on behalf of Vendor, when processing Buyer payments through the Site, only to the extent

that Vendor informs Styylish (via an interface in Styylish’ system allowing for selecting states in which to collect taxes or otherwise in express writing) that Styylish should collect tax in such state based on Vendor’s determination of its tax obligations in such jurisdiction. Vendor is solely responsible for determining the jurisdictions where it is required to collect and remit tax (i.e. Vendor’s tax “nexus”) for the Vendor Tax States. For the Vendor Tax States, Styylish will remit collected taxes relating to the Selected Tax Jurisdiction to Vendor (who shall then remit the collected tax to the appropriate Vendor Tax State authorities).

Vendor is responsible for any back taxes, penalties, interest, costs, and any other fees related thereto and indemnifies Styylish in connection therewith. In no event shall Styylish be obligated to collect, pay, or remit, or have any liability whatsoever, for any federal, state, city or municipality tax of any kind imposed upon or otherwise payable by Vendor including any income, gross receipts, or similar tax.

Registration and Account Access. Registration may be required in order to participate in the Site. Vendor is required to provide certain information and to select a password to be used to create and access its account. This password and other registration details should be kept safe and not shared with anyone without your consent. You will be liable for all acts and breaches committed by third parties who access the Site using your password and registration details. You must notify us if your password or registration details have been compromised. Registrants may voluntarily provide additional information in the registration process to personalize their accounts. Registrants may access their accounts to view their profile information as well as transaction information by clicking the account icon on the home page of the Site after logging in.
Modification to the Site, Content, this Agreement; other Policies.

(A) We reserve the right, for any reason, in our sole discretion and without liability or notice to you, to terminate, change, suspend or discontinue any aspect of the Site, including information, products, data, text, music, sound, photographs, graphics, video, messages or other materials (“Content”), features and/or hours of availability. Styylish has the right to correct inaccuracies or mistakes that come to its attention in any Content or Vendor Content. We may also impose additional rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice. We have the right to change such rules and/or limitations at any time, in our sole discretion. Without limiting the generality of the foregoing, we may publish policies on various matters in the Vendor Admin, and they are binding on you. We may also amend any of the terms and conditions contained in this Agreement (including the Fees) at any time and at our sole discretion, subject to the following subsections of this Section 10.

(B) The terms and conditions which are in force when you use the Site will govern your use of the Site and the services you receive. Any changes will be effective at the earlier of (A) upon posting such changes on the Vendor Admin of the Site or (B) when we send you emailed notice of the change, at our option (the “Change Notification Date”), and you are responsible for informing yourself of all applicable changes or notices. Notices of changes to the Agreement will remain posted for at least 30 days. You should refer regularly to the Vendor Admin and the Site to understand the current Agreement in force. We may also choose to temporarily reduce the Fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the Site or in the Vendor Admin. SUBJECT TO THE NEXT PARAGRAPH, YOUR CONTINUED USE OF THE SITE AND/OR A Styylish SERVICE AFTER Styylish’ POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES WE MAKE TO THIS AGREEMENT, YOU ARE ADVISED TO CEASE USING THE SITE (WHICH DOES NOT TERMINATE THIS AGREEMENT).

(C) Notwithstanding the foregoing: (a) in the event of an increase in either the monthly Subscription Fees charged to you or commission rates payable by you, you have the right (only for thirty (30) days from the Change Notification Date) to terminate this Vendor Agreement by providing written notice to us pursuant

to the notification provisions below; (b) country-specific are deemed to survive any modifications and updates to this Agreement unless the country-specific language is expressly stated to be updated/deleted/amended; and (c) any specially negotiated terms set forth in a custom-negotiated

addendum/amendment or Vendor Agreement will be deemed to take precedence over any modifications/updates to any standard online terms and conditions to the extent that such terms conflict.

Site/Service Unavailability. Styylish relies on Vendors for information regarding Items and uses commercially reasonable efforts to see that descriptions are posted as provided by the Vendor (except for any Content changes we reasonably deemed necessary). However, due to the nature of the internet, occasional glitches, service interruptions, or mistakes, unintended inaccuracies may appear on the Site. Styylish has the right to correct inaccuracies or mistakes that come to its attention and to cancel any purchases of Items that display an inaccurate price for any reason. You acknowledge that temporary interruptions in the availability of the Site or the services Styylish provides may occur from time to time. Also, we may decide to cease making available the Site or any portion of the Site at any time and for any reason and/or withdraw any Item from the Site or amend any Content on the Site at any time. Styylish may refuse to provide services to anyone at any time in its sole discretion or to cease making available any service to you. Under no circumstances will Styylish be held liable for any damages due to such interruptions or lack of availability on the Site or in the services we provide.
Copyright Infringement. We respond to notices of alleged copyright infringement as required by the United States Digital Millennium Copyright Act (DMCA). If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Styylish with the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your name, address, telephone number, and email address; (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. If you become aware that material appears on this site in violation of a copyright please notify us by email at info@Styylish.com. We maintain a log of DMCA notices, act on same, and have adopted and implemented a policy that provides for notification to Vendors and/or Site users of claims of infringement and for the termination of Vendors/Site users who are repeatedly and credibly accused of copyright infringement, and we may terminate this Agreement as against a Vendor who is a repeat infringer.

Restoration of Removed Content: If a Site user/Vendor which posted Content believes that their content was removed or disabled by mistake or misidentification, the user/Vendor may send us (via mail or email at the addresses in the preceding paragraph) a written counter-notification which includes the following: (i) your electronic or physical signature; (ii) a description of the Content that was removed and where the material that has been removed or disabled was located on the Site before it was removed/disabled; (iii)

your name, address, telephone number, and e-mail address; (iv) a statement by you, made under penalty of perjury, that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (v) a statement that: 1) you consent to the jurisdiction of the Federal District Court in which your address is located, or in Boston, Massachusetts, USA if your address is outside the United States, and 2) that you will accept service of process from the person who provided notification of infringement or an agent of such person. We may, after investigation and based upon our findings, restore the removed or disabled content following ten (10) business days from the date that we received a proper written counter notification, but will not do so if (among other potential reasons) our copyright agent first receives notice that a court action has been filed to restrain us or you from engaging in infringing activity related to the removed or disabled content.

Listing and Selling; Order Cancellation. You represent and warrant that: (a) you are legally able to sell and convey full legal title to the Items you list for sale on the Site, (b) each Item you list is currently available for sale, and (c) you will sell the Item (through the Site) on the terms listed. Styylish reserves the right in its sole and absolute discretion, but not the obligation, to cancel or revoke any sale, including one that has been confirmed: (x) if Buyer cancels his or her order (for any or no reason) within 24 hours of the Sales Confirmation (the “Twenty-Four Hour Cancellation Period”); or (y) for potential fraudulent activities, suspected irregularities or non-conformities, regulatory reasons, or errors. This includes the right to

instruct Vendor to not ship an item even after the order has been confirmed. Styylish is not liable to any party for canceled or revoked sales.

Non-Circumvention. Unless Styylish expressly waives this requirement in writing in the Vendor Agreement, you are not permitted to use the Site to contact Buyers to make offers to buy or sell items outside of the Site nor to use information obtained from the Site/Styylish to contact Buyers about buying or selling outside of the Site. Vendor is liable for all fees due to Styylish arising out of all sales made using some or all of the Site’s services, even if sales terms are finalized or payment is made outside of the Site. You must process all sales resulting from a Styylish Lead and all sales of Styylish Lead Items through the Styylish’ online checkout and pay the attendant Fees. A “Styylish Lead” means any interaction with a potential Buyer generated through the Styylish Site, including those initiated through a Styylish platform feature, a telephone inquiry to the Vendor’s Styylish number, a direct telephone or email inquiry to the Vendor referencing a Styylish item, an in-person visit where the purchaser shows a Styylish tear sheet or uses the Styylish App, or an inquiry or order placed through a Styylish Site. A “Styylish Lead Item” means any item referenced in a Styylish Lead and includes any alternative items substituted for such Item and all additional items and services included in the transaction, even if those services are not listed on the Site. Vendor shall not divert Buyers away from the Site once the Buyer has submitted an inquiry, an offer to purchase, or started the negotiation process, for an Item, including by offering a lower price to the Buyer for an Item if the purchase is made other than via the Site. If a negotiation for a Styylish Lead Item is commenced following a Styylish Lead and the Buyer declines the Vendor’s offer, the Vendor shall not contact the Buyer offline to renew or complete the transaction or to offer a similar or different item.

If Vendor breaches these guidelines, Styylish will charge Vendor the commission and any Fees due by debiting the account of the Vendor or any payment method on file (including credit cards or bank accounts authorized for making payments hereunder) with respect to the Vendor. For these off-Site transactions, the Vendor must supply Styylish with the buyer’s full name, billing address, shipping address, email, and telephone. In addition, Styylish may limit, restrict, or suspend the Vendor from using the Site features or terminate this Agreement. The Vendor may also forfeit special account status, where applicable. Vendor may be subject to the application of reasonable fees and recovery of Styylish’ expenses, including attorney fees, in policy monitoring and enforcement under this section.

Binding Contract. Once a Vendor and Buyer agree on the terms of the sale for an Item via the Site and the Total Purchase Price is paid by the Buyer, a binding contract between the Buyer and the Vendor with respect to the sale and purchase of that Item is created. However, such sale may be cancelled or revoked by Styylish under certain circumstances as elsewhere herein set forth.
Products Offered by Vendors for Sale. Vendors shall only sell items that are appropriate for our Site. In general, if they are not legal for sale in the United States and the Vendor’s home country, they are not appropriate for sale on the Site and are not permitted to be sold on the Site. Items sold on the Site must: (a) be tangible goods fitting into categories that are then represented on the Site (such as furniture and

lighting, fine art, fashion, jewelry and watches), (b) be reasonably expected to appeal to discerning Buyers seeking luxury goods, and (c) meet any additional requirements set forth herein including in the Code of Conduct (below, see Section 22). By posting an Item for sale, Vendor represents that it meets the requirements set forth herein. Vendor shall not list any Items or consummate any transaction initiated on the Site or using the services provided by Styylish that violates or could cause Styylish to violate any applicable law, statute, ordinance or regulation. Styylish shall have sole discretion as to whether a specific Item meets the requirements set forth herein, and our judgment is binding and final in the absence of manifest error. In addition, the Site may evolve over time and Styylish’ listing standards may change as a result.

Vendor Content, Descriptions and Pictures. We will publish on the Site images (and where we permit it, videos) and information relating to listed goods that Vendors provide us. “Vendor Content” means any information or content (e.g., text, pictures, audio recordings, video) that Vendor supplies to the Site/to Styylish in any form or fashion (whether in the subscription, registration, or listing process, or through any email feature or directly). You represent and warrant that you own or otherwise control all of the rights to the Vendor Content that you provide; that you comply with applicable law in transferring any personal data to Styylish; that you ensure you have all necessary permissions, consents or other rights to transfer

any personal data to Styylish; that Styylish is able to lawfully process any personal data shared with it; that you will not cause Styylish to be in breach of any applicable laws in sharing personal data with it; that the Vendor Content is accurate; that use by Styylish of the Vendor Content you supply (when used as permitted herein) does not violate this Agreement; and that the Vendor Content will not cause legal injury to any person or entity. We do not endorse or support any views, opinions, recommendations, or advice that may be in Vendor Content, nor do we vouch for its accuracy or its reliability, usefulness, safety or the intellectual property rights of any Vendor Content. We take no responsibility and assume no liability for any Vendor Content posted by you or any third party. You are solely responsible for any Vendor Content posted to the site. Styylish reserves the right, but accepts no obligation, to monitor any activity and Vendor Content on the Site. Styylish may investigate any reported violation of applicable law, rule or regulation applicable to Vendors or transactions on the Site and take action that it deems appropriate, including issuing warnings, suspending or terminating service, denying access or removing any Vendor Content from the Site. We are not responsible for the personally identifiable or other information you choose to submit as Vendor Content and we reserve the right but not the obligation to remove any Vendor Content at our sole discretion. You understand that once you post Vendor Content, your content becomes public. If we allow the uploading of Vendor Content, Styylish shall have sole discretion as to whether Vendor Content or a specific Item meets the requirements set forth herein and our judgment is binding and final.

Styylish does not control and is not responsible for any defect or mistake in the description of an Item caused by Vendor Content; Vendors are solely responsible for Item descriptions, listings and all other Vendor Content. Listings shall be limited to and only include text descriptions, graphics, pictures, videos (if permitted by Styylish) and other content relevant to the description of the specific permissible Item. Superfluous content must be avoided. Vendor must not attempt to entice a Buyer to make a purchase outside of Styylish checkout via any Vendor Content which appears on the Site. We will publish the listing information (provided that it meets all standards herein), and we also have a perpetual, irrevocable, royalty-free license to use the listing information and all Vendor Content in advertising and marketing and to publish images and information in other categories/areas of the Site as we deem fit. Any images created/produced or modified (other than resizing) by us are our sole property, and, unless otherwise approved by us, may only be used by you on the Site or as provided in this Agreement. Vendor grants us a perpetual, non-exclusive, worldwide, royalty-free, non-terminable right and license to use, modify, create derivative works from, transfer, distribute, and sell, any and all Vendor Content posted for any purpose, except for reproducing the actual physical Items. Without limiting our other rights, you acknowledge and agree that information regarding sold Items, price paid, date of sale and similar data may be made publicly available/disclosed by Styylish, on the Site and elsewhere, provided such disclosure does not include any reference that identifies or could be linked to the specific Vendor or Buyer. The preceding sentence does not apply in the case of private listings—however, such private listings are only permitted with our prior approval and on a case-by-case basis in our sole discretion.

Outside of the US Selling and Buying; Translation; Foreign Exchange. Many of Styylish’ services are accessible to Vendors and Buyers outside of the United States. Vendors and Buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items. Vendor understands and acknowledges that currency conversion rates are set by Styylish using a commercially reasonable data source of its choosing; Vendor assumes all risks of fluctuations in foreign exchange rates.
Proprietary Rights. As between you and Styylish or any other person/entity whose marks appear on the Site, Styylish (or the respective other entity) is the owner and/or authorized user of any trademark, registered trademark and/or service mark (“Marks”) appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated. Notwithstanding the foregoing, you maintain all ownership interests in your Marks and only grant us the rights of use expressly set forth herein. Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or materials you may access on the Site, and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Content, features or materials, in whole or in part. Any commercial use of the Site is strictly prohibited, except as allowed herein for its intended purpose of selling Items. You may not download or save a copy of any of the Content or screens for any purpose except as otherwise provided by Styylish. If you make use of the Site other than as provided herein, in

doing so you may violate copyright and other laws of the United States, other countries, and various state laws, and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any user of our Marks, other copyrightable material or any other intellectual property by including them on the Site. The information on the Site, including all site design, text, graphics, interfaces, and the selection and arrangements of elements, is protected by law including copyright law. Product names, logos, designs, titles, graphics, words or phrases may be protected under law as the trademarks, service marks, trade names, or trade dress of Styylish.com, Inc. or other entities. Such Marks may be registered in the United States and internationally. In cases where Styylish distributes to you and for your use our Marks or other copyrightable material, you may use these in the format in which they are distributed, only for the use for which they were distributed, and only strictly in compliance with any accompanying instructions given to you. You agree not to display or use our Marks, copyrightable material, or any other intellectual property in any manner without our prior written permission.

Links to Third Party Sites. You may be able to link to third party websites (“Linked Sites”) from the Site. Linked Sites are not reviewed or controlled by us in any way, and we are not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply our endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites. In no event shall we be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site’s administrator or webmaster. We may add, remove, or change links to Linked Sites at any time. If we request Vendor to link back to our Site from Vendor’s website or social media accounts, Vendor is hereby granted the right to do so without further permission needed from us; in all other cases, our express written permission must be granted by us for any type of link to our Site.
Return and Refund Policy (Buyer’s Right of Return).

The following constitute the minimum return and refund policies with which all Vendors must comply in order to sell Items on the Site:

(A) No-Fault Returns. If you have already shipped an Item during the Twenty-Four Hour Cancellation Period (see Section 13), you must accept a return of the Item in accordance with this section regardless of your posted return policy. In addition, Vendor may choose to accept returns made for any or no reason and provide a full refund of the Item’s purchase price and applicable taxes if the decision to return the Item(s) is made by Buyer within a certain time period stipulated in the listing and Buyer meets the other requirements in this subsection (a “No-Fault Return”). Any restocking fees to be charged must be disclosed in the listing and must be reasonable under the circumstances; restocking fees cannot be charged if they are not disclosed within the initial listing. The Buyer refund may be withheld until the Vendor has received the Items back from the Buyer. Vendor will have two (2) business days to inspect the Item from the date on which the returned Item arrives back to Vendor/its designee, and Vendor must contact Styylish to confirm that the Item was received (and whether it was in acceptable condition) during such time. If Vendor informs Styylish during such inspection period that the Item is NOT in acceptable condition (i.e., is not in substantially the same condition as when Vendor shipped it to Buyer, including showing evidence of being worn or used more than was necessary to establish the nature, characteristics and functioning of the Items, or having any tags or receipts sales labels removed), then a Dispute will be opened by Styylish (see following subsection). On the other hand, if the Vendor either (a) does not inform Styylish within two (2) business days of its receipt of the Item, or (b) informs Styylish that the Item was received in acceptable condition, the Item will be deemed to have been received in an acceptable condition and Styylish shall issue the refund to the Buyer. Subject to Buyer’s compliance with this subsection, in situations where a refund is required/authorized under this section, Vendor shall issue a return payment by credit card (or wire transfer/ACH) to Styylish within fourteen (14) days after the Buyer refund is processed by Styylish. If Styylish does not receive payment from Vendor within 14 days, Styylish will automatically charge the Vendor’s credit card/bank account on file and/or hold payments to Vendor until such time as the amount owed to Styylish is fully repaid. Styylish may offset amounts due to Styylish hereunder against amounts due to Vendor under any Styylish Agreements. If Styylish does not receive

payment from Vendor within thirty (30) days, Styylish may suspend the Vendor’s account and may send the account to collections.

In order to exercise its right to make a No-Fault Return, Buyer must (a) inform Styylish of its decision to return the Items within the period stipulated by Vendor in the Item listing; (b) promptly send back the Items via a shipping method approved by Styylish; and (c) bear both the initial shipping costs and the return shipping costs (plus any import / export or other regulatory costs incurred as a result thereof), unless the Vendor expressly agrees (either in the Item listing or thereafter) to bear such shipping costs in one or both directions and except for Mandatorily Returnable Items (defined in the next subsection).

All items which are not returnable must be so designated by Vendor in the Site’s listing of the Item.

(B) Not as Described; Damaged; Not Delivered– Mandatorily Returnable Items; and Disputes. If Vendor sells an Item that does not match its product description, violates this Agreement (including the Code of Conduct), arrives damaged after Vendor-arranged shipping, or does not arrive during Vendor-arranged

shipping, Styylish considers this to be a “Mandatorily Returnable Item”. For Mandatorily Returnable Items, Vendor shall accept the return (if the Item is available for return and was not lost by shipper), and shall provide a full refund or replacement as stated in Section 21(A) above (No-Fault Returns), except that Vendor shall be responsible for paying shipping in both directions, and if the Item was lost in transit, then no return of the Item is required. If Vendor disagrees with Buyer’s conclusion as to “Item not as described” or “damaged”, Styylish deems the situation a “Dispute”. If the purchase is subject to Dispute, Styylish has the right to mediate and decide the Dispute, and in some circumstances may require the Vendor to accept a return at full value, including shipping in both directions, even if it is outside of Vendor’s stated return policy. Buyer may lose the right to return the Items if the value of the Items returned diminishes due to the Buyer’s (or Buyer-designated shipping company’s) handling of the Items. Items which are abandoned during shipment (e.g., at the border) at no fault of the Buyer are treated as not delivered and subject to full refund under this subsection.

(C) Cancellation Under EU Consumer Rights Directive. This subsection applies (1) where the EU Consumer Rights Directive (2011/83/EU) as implemented into national law in the various EU jurisdictions, applies to a Buyer and (2) none of the express exclusions set forth below apply. Where this subsection applies, a Buyer has the right to cancel its order without giving reason within 14 days from the day on which the Buyer or its designated recipient receives an Item. No restocking fees may be applied to refunds under this subsection. The Buyer must inform Styylish of its decision to cancel the order in writing (email is acceptable) within this period. Vendor must refund all payments received from this Buyer/Styylish for the Items purchased and the Buyer shall incur no fee as a result of such refund. However, the refund may be withheld until the Vendor has received the Items back from the Buyer. The Buyer must send back the Items following the instructions of the Vendor (but in all cases Buyer must be given at least fourteen (14) days to return the item from the date of cancellation). The Buyer may be required to bear the cost of returning the Items to the Vendor so long as this is disclosed in advance of purchase. The Vendor may make a deduction from the refund for loss in value of the Items returned due to the Buyer’s handling of the Items beyond what is necessary to establish the nature, characteristics and functioning of the Items. The right of cancellation does not apply to: (a) the supply of Items made to the Buyer’s specifications; (b) the supply of Items which may deteriorate or expire rapidly; (c) the delivery of Items which are not suitable for return due to health protection or hygienic reasons if unsealed by the Buyer after delivery, or which are, after delivery, mixed inseparably (according to their nature) with other items; (d) the delivery of sealed video or audio recordings or of sealed software if unsealed by the Buyer after delivery; and (e) the supply of digital content if the Buyer accepted when it placed the order that delivery could be started and that the Buyer could not cancel once delivery had started.

Vendor Code of Conduct. The Vendor Code of Conduct consists of four (4) Parts as indicated below.

Part 1 of Vendor Code of Conduct: Vendor Content Requirements. Vendor Content is subject to the following requirements:

Vendor must own (or be licensed by the owner) and have all necessary rights (including copyrights) to use the Vendor Content and such Vendor Content shall not violate the intellectual

property rights of any third party; you shall not provide Vendor Content that is not yours unless you have the owner’s express written permission—this includes material covered by someone else’s copyright, patent, trade secret, privacy, publicity, or any other proprietary right;;

Vendor Content must be true, accurate, and not misleading; must be kept up-to-date; must not include lies, falsehoods or misrepresentations; and must not violate any applicable law, statute, ordinance or regulation;
Vendor Content must not be: defamatory, libelous, threatening, harassing, illegal, obscene, pornographic, hateful, racially or ethnically offensive, or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or be otherwise inappropriate; Vendor Content shall not link directly or indirectly to anything prohibited under this Agreement;
Vendor Content must not contain any viruses, malware, Trojan horses, worms, time bombs, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
Vendor shall not: (1) forge headers or manipulate other identifiers in order to disguise the origin of any Vendor Content; (2) impersonate anyone else or lie about your affiliation with another person or entity in your Vendor Content; (3) use meta tags or any other “hidden text”; or (4) provide Vendor Content which disparages us or our vendors, partners, other Vendors, Buyers, representatives and affiliates;
Vendor must comply with applicable law in transferring any personal data to Styylish (including ensuring you have all necessary permissions, consents or otherwise to transfer any personal data). You must ensure that Styylish is able to lawfully process any personal data shared with it and not cause Styylish to be in breach of any applicable laws in sharing personal data with it.

Part 2 of Vendor Code of Conduct: Restrictions and Rules pertaining to Items Sold. All Items listed on the Site must:

Be either owned by the listing Vendor, or else the listing Vendor must have all necessary rights to offer and sell such items on behalf of another party, and the Buyer must receive good and marketable legal title to the offered goods;
Be genuine and as-advertised by the Vendor;
Be accurately, lawfully, comprehensively, and fairly described by the listing Vendor; 4. Be listed in proper categories to the best of the Vendor’s reasonable understanding; 5. Not disparage any person or groups, nor incite intolerance, hatred or violence (e.g., Nazi/KKK memorabilia is prohibited);
Comply with all import (into the country into which they are sold) and export (out of the country from which they are sold) laws;
Be available for purchase, with Vendors required to keep inventory up to date and to mark items “sold” as soon as practicable after the Item is sold, and in all cases within one (1) day of being sold, regardless of whether the Item is sold on the Site or elsewhere;
Be legal to sell in the United States, Vendor’s home country, and the countries from which/into which they are sold, without restriction (or if restricted, with all restrictions disclosed and fully complied with by Vendor);
Not contain any hazardous materials or endangered animal parts, and must not be imported in violation of any country’s cultural patrimony laws;
Not contain ivory or bone; however, we acknowledge that such materials are incorporated into some antiques and we therefore allow them to be sold as follows: (a) Worked African Ivory that was imported into the United States before February 1977 may be exported from the United States with a Pre-convention certificate from US Fish and Wildlife Service (this does not apply to raw Ivory or to Asian Ivory, which may not be resold on our site whether in the United States or outside the United States); (b) Antiques that contain five (5) percent or less of real ivory and were made before the year 1913 (e.g., ivory escutcheon on a commode) with no repairs or modifications by new ivory since 1973; (b) Bone from non-endangered, non-ivory–producing animals (such as bison, buffalo, and oxen) as long as the species is clearly and accurately stated in the listing description; (c) Cultured, man-made, or vegetable ivory as long as the listing description accurately specifies what the item is made of;
Not contain Brazilian Rosewood (Dalbergia Nigra) unless it was imported into the United States before June 1992. Iranian or Persian objects are only permitted for sale in the United States if

presently located in the United States and legally imported into the United States between January 16, 2016 and August 6, 2018, pursuant to an agreement entered into prior to May 8, 2018, or before April 17, 1980. Burmese jadeite and rubies are subject to limitations of the Tom Lantos Block Burmese JADE (Junta’s Anti-Democratic Efforts) Act of 2008;

Not contain pelts or animal skin or bones unless they are from certain non-endangered animals, which include coyotes and certain types of zebras. You should contact the US Fish and Wildlife Service (USFWS) and file declarations on all non-domesticated animal products, state the species in your listing, and follow applicable laws. No part (including skin or pelt) from the following animals may be listed on our Site, even if it is only a component of the item being sold: (a) marine mammals, (b) domestic or wild dogs or cats (including big cats of any kind), (c) bears, or (d) any CITES-Appendix 1-restricted animals (for ivory see Part 2, Section (10) of this Code of Conduct section); (e) any of the following additional endangered species even if not on CITES Appendix 1: Pangolins, any Primates (except antique human medical specimens, which may be subject to case-by-case review); and (f) any other species identified by us as restricted or prohibited, to the extent that we publish additional standards for acceptable materials (e.g. in the Vendor Admin, Support Center and/or FAQs found on the Site);
Not include Native (indigenous, aboriginal, and American Indian peoples) grave or funerary objects; and
Have proof (where applicable), in respect of any antiquities, that they were imported legally and not in violation of their native country’s cultural patrimony laws.

Laws on importing items made from animal parts/ivory or having to do with cultural patrimony are complex and these limitations are not intended to be exhaustive nor intended as legal advice. These limitations merely set forth minimum rules for use of our Site, and if applicable law is more restrictive in any case, the more restrictive law shall apply. It is incumbent on you to comply with all import and export laws related to anything you sell.

Part 3 of Vendor Code of Conduct: Mandatory Business Practices. Vendors are required to comply with the following business practices. Vendor shall:

Treat all Buyers and Styylish employees or representatives with respect and without discrimination, disparagement, or harassment; and behave at all times in a professional manner; 2. Use commercially reasonable efforts to answer Buyer inquiries within 1 business day; 3. Ship/fulfill all orders within the production and/or handling period specified in the Item listing after the close of an Item’s sale, except in emergencies. Shipping and handling fees must be fair and reasonable;
Comply with all packing and shipping standards set forth in the Vendor Admin/on the Site. Unless shipping is arranged through Styylish and the shipping company has assumed responsibility for packing the Items, Vendor shall be responsible for packing items in a manner adequate to protect the item from damage in shipment and delivering packed items to the shipper in accordance with industry best practices;
Stand behind the descriptions of the Items it lists. Without limiting the generality of the foregoing, Vendor shall accurately and prominently in all listings describe areas of damage to Items as well as age and use. To the extent that we publish standards for describing Items (e.g., in the Vendor Admin, Support Center and/or FAQs found on the Site) you shall comply with such standards,

which are binding on you, and if using defined descriptors you must be accurate in so doing and be able to document same upon our request;

Maintain appropriate business and liability insurance and obtain insurance on all shipments arranged by you. In the event of an insurance claim, Vendor shall provide Styylish with all requested materials or documents to assess/address the claim; Vendor may be held liable for the entire amount of the claim if requested materials or documents are not provided within 7 days after the request was made by Styylish;
Comply with at least the minimum return options for Buyers set forth herein, including accepting returns of items that are sold in violation of these terms, any Styylish policies, or with legal restrictions. In addition, any return policy adopted must also be supportable by our platform’s current capabilities;

Promptly refund Styylish for returned transactions. If Styylish does not receive payment from Vendor within 14 days, Styylish will automatically charge Vendor’s credit card/bank account on file and/ or hold payments to Vendor until such time as the amount owed to Styylish is fully repaid. Styylish may offset amounts due to Styylish hereunder against amounts due to Vendor under any Styylish Agreements. If Styylish does not receive payment within thirty (30) days, Styylish may suspend the Vendor’s account and may send the account to collections;
Use Styylish’-provided branding (as pertains to listings available on the Site), including web logos, email signatures, and in-store badges, as applicable;
Comply with Styylish’ standards, policies, and its internal operational processes and procedures, and cooperate with Styylish’ reasonable operational requests. For example, Vendors shall cooperate with Styylish’ implementation of Buyer protection programs, with its damages and Disputes investigations, with its policy enforcement issues, as well as with Styylish’ transactional vetting, pursuant to which Styylish may (but is not obligated to) research high value Items/orders to endeavor to assess whether the Item description is properly described;
Provide accurate contact information and keep contact information up to date; 12. Not send SPAM. Vendor shall comply with the CAN-SPAM Act of 2003 and EU Directive 2002/58 on Privacy and Electronic Communications. Buyer information provided to a Vendor may only be used to negotiate with a Buyer and/or process a transaction on the Site and cannot be used for marketing purposes without Styylish’/that Buyer’s prior written consent; and 13. Comply with applicable law in receiving any personal data from Styylish and/or any Buyer directly (including ensuring all data received [e.g. for the purposes of performing any checks on the Buyer] is kept secure and only kept for as long as is necessary for the purposes for which it was received, after which time it must be securely deleted or destroyed in accordance with applicable law).

Part 4 of Vendor Code of Conduct: No misuse of the Site. You must comply with the Acceptable Use Policy for the Site (found in the User Agreement which governs all users’—including Vendor’s—access to the Site). The Site may be used only for lawful purposes by individuals using authorized services of Styylish. Without limitation,Styylish specifically prohibits use of the Site for any of the following:

Transmitting or transferring (by any means) information or software derived from the Site to foreign nations in violation of US export control laws;
Attempting to interfere in any way with the Site or Styylish’ networks or network security, or attempting to use the Site’s service to gain unauthorized access to any other computer system; 3. Accessing data not intended for you or logging into a server or account which you are not authorized to access;
Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; and
Attempting to interfere with service to any user, host or network, including via means of submitting a virus, worm, Trojan Horse or other harmful code to the Site, overloading, “flooding”, “mailbombing” or “crashing”; or sending unsolicited email, including promotions and/or advertising of products or services.

Violations of system or network security may result in civil or criminal liability. We will investigate violations and may involve, and cooperate with, law enforcement authorities in prosecuting any user or users who are involved in such violations.

Consent to Processing; International Use. By providing any personal data to the Site, all users, including users in the European Union, fully understand and unambiguously consent to the collection and processing of such information in the United States. For further information, please see our privacy policy found at https://styylish.com/about/privacy-policy/. We control and operate the Site from our offices in the United States of America, and information is (or may be) processed within the United States or at the location of our service providers. We do not represent that materials on the Site are appropriate or available for use in locations outside the United States. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. To the extent Vendor transfers or makes available personal data to which European Union data protection law applies to Styylish, the Vendor (as “data exporter”) and

Styylish (as “data importer”) agree to abide by and process such personal data in accordance with the Standard Contractual Clauses (controller to controller transfers) as approved by the European Commission on December 27, 2004 (as amended, superseded or replaced from time to time) (“Model Clauses”), which are incorporated by reference in, and form an integral part of, this Agreement. With respect to Article II (h) of the Model Clauses, Styylish will process personal data in accordance with the data processing principles set forth in Annex A to the Model Clauses. The Model Clauses shall not apply to a transfer of personal data unless the effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from individuals), is to allow the relevant transfer to take place without breach of applicable European Union data protection law. The Model Clauses shall come into effect on the commencement of a relevant transfer as described in this Section 23.

Exclusivity and Price Parity Across All Channels; Lower Advertised Price. All Items must be posted exclusively on the Site for at least 30 days before they can be shown on any other website (other than Vendor’s own website). If the Item is listed by Vendor on any non-Styylish site (including Vendor’s own website) or available in Vendor’s gallery/physical location(s) (store(s)), the Styylish listed price shall be

the same or lower than any Vendor listing for that Item on any non-Styylish site or in-store/in-gallery. If a Buyer presents to Styylish a verifiably lower advertised price on any other website or in-store/gallery for any Items posted by the Vendor on the Site, Styylish shall be entitled to match such lower price at Vendor’s cost, provided that the lower advertised price is in writing, is valid, and the item is available for lawful sale at the price (as determined in Styylish’ reasonable discretion) at the time the Buyer wishes to make the purchase.

Vendor Responsible for Inaccurate Listings and Inauthentic Items. Vendor is responsible for all costs or damages associated with any inaccuracy in the description of an Item or inauthentic Items. This may include additional/incremental costs of shipping incurred by Styylish resulting from inaccurate product descriptions and/or location information and costs of specialists to verify the authenticity of items. Styylish’ determination, including as to the accuracy of the Item information, the costs and damages, shall be final and dispositive in the absence of Styylish’ manifest error.
Suspension; Termination.

(A) Discretionary Termination. Styylish expressly reserves the right to terminate the use of, or to refuse to permit the use of, the Site by any person or entity, at the sole discretion of Styylish, for any reason or no reason at all, and without prior notice. You will owe us all commissions/Fees and payments for all transactions that take place prior to the termination of your access to the Site.

(B) Termination for Cause. Without limiting any other available remedies, Styylish may suspend or terminate this Agreement or your access to the Site (temporarily or permanently) if we believe in our reasonable discretion that Vendor has engaged in fraudulent activity in connection with the Site or any activity in violation of the Vendor Code of Conduct. Without limiting other remedies, we may limit your activity; immediately remove your Item listings; warn our users of your actions; issue a warning; temporarily or indefinitely suspend your access to the Site; impose penalties or fees to the extent set forth in the Rate Card, disclosed in the Vendor Admin, or set forth in any of our online policies; or terminate your subscription/this Agreement and refuse to provide our services to you, if: (a) you breach this Agreement or any other agreement or policy in effect between you and Styylish (collectively “Styylish Agreements”); (b) we are unable to verify or authenticate any information you provide to us after making a reasonable effort to do so; or (c) we reasonably believe that your actions may expose us to legal liability. We may also suspend your subscription or immediately terminate this Agreement if you fail to make a payment under this Agreement or any Styylish Agreements when due, violate any term of this Agreement or any Styylish Agreements, or misuse or threaten to misuse Styylish’ trademarks or other intellectual property. If terminated under this Section, you are liable for Fees owed (including subscription fees) for the remainder of the Subscription Term.

(C) Non-Renewal. Either party may terminate (non-renew) this Agreement for any or no reason and without incurring liability as a result of such termination, with such termination to be effective at the end of

the then-current Subscription Term of the Agreement, by providing written notice to the other at least thirty (30) days before the expiration of the then-current Subscription Term.

LIABILITY LIMIT. IN NO EVENT SHALL Styylish INC., ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUCCESSORS, OR REPRESENTATIVES (COLLECTIVELY, THE “RELEASED PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES), ARISING FROM OR RELATED TO THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, EVEN IF Styylish/THE RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF Styylish TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE) ARISING FROM BREACH OF THIS AGREEMENT AND/OR THE RELATIONSHIP CONTEMPLATED HEREBY EXCEED, IN THE AGGREGATE, ONE THOUSAND DOLLARS ($1,000.00). WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE RELEASED PARTIES HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF Styylish. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
INDEMNIFICATION. You agree to indemnify, defend and hold the Released Parties harmless from any loss, third-party claim or demand, including court costs and reasonable attorneys’ fees incurred, due to or arising out of or related to your use of the Site, your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party. This indemnification will survive termination of this Agreement.
Release. Styylish is not responsible for the acts or omissions of users of the Site (including those of Buyers or other Vendors). You expressly agree to release the Released Parties from any and all actions, claims, or causes of action or suits, at law or in equity, known or unknown, disclosed or undisclosed, matured or unmatured, which you may have against the Released Parties, and from any and all losses, damages, costs or expenses, including court costs and attorneys’ fees, which you may incur, which arise out of or relate in any way to a dispute of any kind you may have with another Vendor, Buyer, or Site user. You further waive, to the extent legally permissible, your rights under Section 1542 of the California Civil Code, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor,” and any similar law of any applicable jurisdiction.
Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Site and the Styylish services and your listing, solicitation of offers to purchase, and sale of Items, including any applicable laws relevant to the fact that Items are sold at a distance. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of data exported from the United States or the country in which you reside as well as the restrictions on export of Items from the Vendor’s country and import into the Buyer’s country. The Site may be used only for lawful purposes and in a lawful manner. This Agreement shall not be governed by the U. N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Notices. Except as explicitly permitted otherwise herein, any notices to Styylish shall be given by courier, delivery service, or by certified or registered mail, postage prepaid and return receipt requested, to Styylish Inc., Silke Berlinghof-Nielsen, 166 School Street, Belmont MA 02478, USA. Styylish may give you notice by email, courier, delivery service, posting to the Vendor Admin, or by certified or registered mail, postage prepaid and return receipt requested, to the address provided to Styylish. Postal notice shall be deemed given 3 business days after the date of mailing.

Confidentiality. You expressly agree that this Agreement and any Styylish Agreements, in addition to any other non-public information you learn from Styylish (“Confidential Information”), is confidential and that you will not directly or indirectly copy, release, disclose, divulge or permit access to any Confidential Information to any third party, including any affiliated entity of yours or to any customer/Buyer, without the prior written consent of Styylish. You will use at least the same efforts to keep Confidential Information secure as you use with your own confidential information, and in all cases at a minimum you will use commercially reasonable efforts to protect such Confidential Information from disclosure. In the event you are compelled to disclose any Confidential Information pursuant to a statutory obligation, or the order of a court or regulatory body of competent jurisdiction that requires the disclosure of Confidential Information, you shall (a) before disclosure, notify Styylish in writing, unless such notice is prohibited, (b) disclose only the minimum amount of information necessary to comply with the legal compulsion, and (c) reasonably cooperate with Styylish in any attempts Styylish makes to attempt to quash or limit any disclosure. The definition of “Confidential Information” shall exclude any information that you can show by written evidence was: (1) already known to you without any restrictions on disclosure from a source which was legally entitled to share it with you without violating an obligation owed to Styylish; (2) already widely known to the public through no action of yours; or (3) developed by you without any use of our Confidential Information. This Confidentiality section shall remain in full force and effect notwithstanding any termination of this Agreement.
Arbitration; Waiver of Jury Trial and Class Action. Any dispute, controversy or claim arising out of or relating to this Agreement, or its breach, which cannot be resolved between the parties through negotiation within thirty (30) days (or such longer time as the parties agree), shall be submitted to the American Arbitration Association (“AAA”) for mandatory binding arbitration in the Commonwealth of Massachusetts in front of a single arbitrator chosen in accordance with the AAA Rules. The language of the arbitration shall be English. Discovery shall be permitted, but only to the extent that the documents are directly relevant to and needed for fair resolution of one or more of the issues of importance and can be located and produced at a cost that is reasonable in the context of all surrounding facts and circumstances. When the cost and burden of discovery are disproportionate to the likely importance of the requested materials, the arbitrator may deny the requests or require that the requesting party advance the reasonable cost of production to the other side. The arbitrator shall not award non-monetary or equitable relief of any sort, nor award damages inconsistent with this Agreement. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to enforce the results of the arbitration or to comply with legal or regulatory requirements. The arbitrator shall render its award in writing and will include the findings of fact and conclusions of law upon which the award is based. The result of the arbitration shall bind the parties and judgment on the arbitrators’ award may be entered in any court having jurisdiction. In addition to any and all other relief to which a party may be entitled, the arbitrator shall award reasonable attorneys’ fees and costs, including reasonable expert witness fees and costs, to the prevailing party (should there be one) in any such arbitration. The PARTIES SURRENDER AND WAIVE THE RIGHT TO SUBMIT ANY DISPUTE TO A COURT OR JURY, or to appeal to a higher court. The parties agree to arbitration on an individual basis. Where enforceable, NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER VENDORS OR PERSONS, OR ARBITRATE ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT RIGHTS OR OBLIGATIONS OF OTHER SITE USERS/VENDORS. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). Notwithstanding the foregoing, nothing in this Agreement shall prohibit either party from seeking and obtaining from a court of competent jurisdiction (without necessity of posting bond) injunctive relief in order to preserve the status quo and/or avoid irreparable harm for which monetary damages would be insufficient.
General. This Agreement, and all disputes arising under or related in any way to it, shall be governed in all respects by the laws of the Commonwealth of Massachusetts (United States), without reference to its principles of conflicts of laws. You agree to submit any dispute arising under this Agreement to binding arbitration. We do not guarantee continuous, uninterrupted or secure access to our services, and

operation of the Site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed stricken and the remaining provisions shall be enforced. You are not entitled to assign or transfer this Agreement or your rights or obligations under it, whether by merger, sale of assets, operation of law, or otherwise, without our prior written approval. This Agreement may be assigned by Styylish in its sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Wherever the word “include(s)” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation” and shall not be construed to limit any general statement to the specific items or matters immediately following such words. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Vendor is liable for any collection costs and fees (including legal fees) incurred by Styylish in collecting any amounts owed to Styylish hereunder and/or enforcing this Agreement. This Agreement (including all policies and documents incorporated herein), sets forth the entire understanding and agreement between the parties with respect to selling goods through Styylish and shall supersede and replace any prior Vendor Agreements between Styylish and you (except as set forth in Section 10(C) hereof). Provisions of this Agreement which by their nature are intended to or should survive termination of this Agreement shall so survive (including any provisions that apply to: transactions/taxes/returns that are still pending or open at the termination of this Agreement; indemnification and releases; limitations of liability/damages; disclaimers; confidentiality; arbitration; and these General terms).

Styylish Vendor Standard Terms and Conditions

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