THESE TERMS CONTAIN AN ARBITRATION PROVISION AND CLASS ACTION WAIVER WHICH LIMIT YOUR RIGHT TO HAVE A DISPUTE HEARD IN COURT. PLEASE READ THESE TERMS AND THE ARBITRATION PROVISION AND CLASS ACTION WAIVER CAREFULLY.

Thank you for participating on the BID-A-BAG, LLC (“BID-A-BAG”) platform. BID-A-BAG (and our affiliates, collectively “Us”, “We”) provides access to a marketplace for sales of luxury resale items online via our innovative, patent pending process—as well as more traditional methods of “buy it now” purchasing. These Terms and Conditions (these “Terms”) govern Your access to and use as an end user (“User”, “You” or “Your”) of Our website (available at https://bid-a-bag.com/), any other websites that link to these Terms, and any associated features, functionalities, user interfaces, downloads, mobile applications, Content (as defined below) and other online services that We operate or control (collectively, the “Platform”).

BID-A-BAG is an intermediation platform through which We are an intermediator, only, between end-user purchasers (“Buyers”) and users that submit items for list on the platform (“Sellers”); to that end—except for in specific circumstances—BID-A-BAG shall not itself act as a reseller of listed products and shall not ever become the owner of such items, unless otherwise expressly indicated. Each User acting as a seller on the Platform shall never act as an agent or representative of BID-A-BAG. BID-A-BAG shall not be a party to the contract of sale between buyers and sellers and hereby disclaims liability for such contract or its consequences.

BY CREATING AN ACCOUNT, ACCESSING OR USING THE SERVICE, OR OTHERWISE INDICATING YOUR ASSENT TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THESE TERMS AND HAVE THE LEGAL AUTHORITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY, AND ANY ADDITIONAL TERMS THAT APPLY YOU MAY NOT USE OR ACCESS THE SERVICE IN ANY WAY.

These Terms incorporate Our Privacy Policy (available at www.bid-a-bag.com/privacy) (“Privacy Policy”). In addition, Sellers are subject to an agreement (“Seller’s Agreement”) governing the sale of items on the Platform (available on the “Seller” page for registered users of the Platform).

1) Eligibility

In order to use the Platform, You must be 18 years or older. If You are under the age of 18, You are prohibited from accessing or using the Platform. You may not have more than one active Account (“Account” defined below); users that wish to use our unique bid process or list items for sale must create an Account with user profile information including address and payment information. Additionally, You may not under, any conditions, sell, trade or otherwise transfer Your Account to another party. If You do not meet the foregoing eligibility requirements, You may not use the Platform. You are not permitted to access the Platform if Your Account has been suspended or removed by Us for any reason.

2) Privacy

By accessing or using the Service, You acknowledge and accept Our Privacy Policy (available on bid-a-bag.com/privacy), which discloses how We collect, use, and share information about You.

3) Content License; Ownership

a) License

The Platform contains a variety of: (a) materials and other items relating to Us and Our products and services, and may include similar items from Our licensors and/or other third parties, including digital content, products, services, and materials that may be developed or otherwise made available from time to time for You to view, purchase, or download. All layout, information, articles, reports, posts, text, data, files, images, scripts, designs, graphics, descriptions, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Platform, and the compilation, assembly, and arrangement of the materials of the Platform and any and all copyrightable material; (b) trademarks, logos, trade names, service marks, and trade identities of various parties, including Us (collectively, “Marks”); and (c) other forms of intellectual property (all of the foregoing, collectively, “Content”).

b) Limited License

Content is licensed, not sold, to You by Us. Subject to Your strict compliance with these Terms, We hereby grant to You a limited, non-exclusive, revocable, non-assignable, non-sublicensable, personal, non-transferable license to view, download (in temporary storage only), and display the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on supported devices for Your personal use or internal business purposes solely through the Platform (the “Limited License”). The Limited License will remain in effect until and unless We or You terminate the license.

c) Ownership

All right, title, and interest in and to the Platform is Our property or Our licensors or certain third parties’ property, all of which is protected by U.S. and international intellectual property laws. Except as explicitly stated in these Terms, We, Our licensors and such other third parties reserve all rights in and to the Platform.

4) BID-A-BAG as Licensee

The BID-A-BAG marketplace is powered by patent-pending technology for which we are party to a “Licensing Agreement” with a third-party. Exclusive use of this technology resides with Us, as licensee and cannot be duplicated, modified, or otherwise used by Buyers, Sellers or any other User of Our marketplace beyond the scope of BID-A-BAG and our affiliates or controlled properties. We have no authority to grant further use of technology for which we are party to a Licensing Agreement. The technology powering the sale process for which we are licensee is expressly excluded from the Limited License provisions in Section 3; Users of our Platform have no license express or implied to reuse, duplicate or otherwise deploy the technology which powers our marketplace for which we are Licensee (this includes the patent-pending bid process, design of BID-A-BUDGET feature, and other items).

5) Your Account

a) Account Security

In order to access the Platform, You may need to sign-up or otherwise create an account with the Platform (an “Account”), for yourself or on behalf of a company, organization, entity, or brand (a “Company”) or use Your or Your Company’s credentials (e.g., username and password). You represent, warrant and covenant that all information You provide in connection with creating, accessing and using Your Account is accurate, current and complete. You will promptly update such information if it changes at any point. If You provide any information that is or becomes (or if We have reasonable grounds to suspect that such information is) false, inaccurate, outdated or incomplete, or violates these Terms, the Privacy Policy, or any applicable law, We may suspend or terminate Your Account and refuse any and all current or future use of the Platform (or any portion thereof). You are solely responsible for maintaining the confidentiality of Your Account credentials. You accept sole responsibility for all activities that occur under Your Account, username or password– whether or not You authorized the activity – and You will not sell, transfer, or assign Your Account or any Account rights to any third party. Because of this, We strongly recommend that You exit from Your Account at the end of each session. You must notify Us immediately of any unauthorized use of Your Account or any other breach of security. We will not be liable for any loss or damage (of any kind and under any legal theory) to You or any third party arising from Your inability or failure for any reason to comply with Your responsibilities in this Section.

b) Account Authorization

If You register an Account on behalf of a Company, the terms “You” and “Your,” as used throughout these Terms apply to both You and the Company. You represent and warrant that You are authorized to grant all permissions and licenses provided in these Terms (and any Additional Terms) and to bind the Company to these Terms (and any Additional Terms).

c) Account Preferences

We may offer You the ability to set preferences relating to Your Account or Service activities, but settings may not become effective immediately or be error free, and options may change from time to time.

6) User-Submitted Postings

a) General

The Platform may provide registered Users with the ability to create, post, upload, display, publish, transmit, broadcast, share, or otherwise make available content, including messages, text, illustrations, files, images, graphics, photographs, ratings, reviews, questions, products, listings, descriptions and images of goods or services, resources or other information or materials (together, “Postings” or “Listings”). Sellers are responsible for every aspect of managing a Listing once live—this includes responding to bids and monitoring Listing activity. We are under no obligation to screen, edit or monitor any Postings and assume no responsibility or liability relating to any such Postings. However, We may delete or remove Postings, with or without notice, at any time and for any reason. We reserve the right to modify any specific inclusion in a user-submitted posting aside form the advertised listing price (“List Price”) or the minimum hidden threshold (“Hidden Threshold”) price that You have input to participate in the unique, patent-pending process that is inherent to the sales process on Our Platform. All Seller Listings must include a Hidden Threshold and List Price, with the Hidden Threshold price being the minimum amount a Seller is willing to accept for a Listing before Platform fees.

b) Restrictions

You acknowledge that You are responsible for any Postings You may submit through the Platform, including the legality, reliability, appropriateness, originality and copyright of any such Postings. Each time You submit a Posting, You represent and warrant that You are not submitting any Posting or providing any other content that:

1. is confidential, proprietary, invasive of privacy or publicity rights, infringing on intellectual property rights, misleading, non-compliant advertising, unlawful, harmful, threatening, false, fraudulent, libelous, defamatory, obscene, vulgar, profane, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, including, but not limited to any content that encourages conduct that would constitute a criminal offense, violates the rights of any party or otherwise gives rise to civil liability or otherwise violates any applicable U.S. or foreign laws;
2. may contain software viruses or malware, corrupted data or other harmful, disruptive or destructive files or content;
3. contains or depicts any statements, remarks or claims that do not reflect Your honest views and experiences or is designed to impersonate others or misrepresent Your affiliation with any person or entity;
4. contains personal information (such as messages that include phone numbers, Social Security numbers, payment card numbers, account numbers, addresses or employer references), except where We expressly ask You to provide such information or contains private or personal information of a third party without such third party’s consent;
5. contains messages by any of Our employees (that are not official spokespersons for Us) purporting to speak on behalf of Us or containing confidential information or expressing opinions concerning Us or the Platform;
6. contains multiple messages placed within individual folders by the same User restating the same point;
7. contains chain letters of any kind, any unsolicited promotions, political campaigning, advertising or solicitations or other commercial content;
8. in Our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Service, or that may expose Us or others to any harm or liability of any type;
9. violates these Terms, the Privacy Policy or any Additional Terms.

c) Postings License

You hereby grant Us a perpetual, irrevocable, worldwide, royalty-free, transferable, non-exclusive, unrestricted, unconditional, royalty-free, fully-paid license to use, copy, reproduce, distribute, publicly display, modify, adapt, publish, translate, sell, resell, sublicense (through multiple tiers), create derivative works from, and otherwise use and exploit all or any portion of Your Postings (and derivative works thereof) for any lawful purpose. Except as prohibited by law, You hereby waive, and You agree to waive, any moral rights (including attribution and integrity) that You may have in any Postings, even if it is altered or changed in a manner not agreeable to You. To the extent not waivable, You irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights.

d) Publicity License

To the extent necessary, when You appear in or contribute Postings, You also grant Us the unrestricted, worldwide, royalty-free, perpetual right and license to use Your name, image, likeness, and voice. This means, among other things, that You will not be entitled to any compensation from Us if Your name, image, likeness, or voice is conveyed on or through the Service.

e) Non-Confidentiality

When You submit Postings on or through the Service, You understand that Your Postings and any associated information (such as Your username or photos) may be visible to other Users. Consequently, (a) Your Postings will be treated as non-confidential – regardless of whether You mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) We do not assume any obligation of any kind to You or any third party with respect to Your Postings.

7) Prohibited Conduct

You are solely responsible for Your conduct while accessing or using the Platform and in addition to the “Restrictions” in Section 5(b) above as well as our BID-A-BAG Community Guidelines (available on BID-A-BAG.com when in effect).

You will not:

1. sell, rent, lease, distribute, broadcast, publicly perform, publicly display, sublicense, or otherwise assign any rights to the Platform or any portion of it to any third party;
2. remove or modify any proprietary notices or labels on the Platform or otherwise make any derivative uses of the Platform;
3. cache, or create unauthorized hypertext links to the Platform or frame any Content;
4. use any data mining, robots, or similar data gathering and extraction tools, or bypass or ignore instructions contained in Our restrictive technologies that control automated access to portions of the Platform;
5. use Marks as metatags on other pages or sites on the Internet;
6. use or attempt to use another User’s Account;
7. use the Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Platform or that could damage, disable, overburden, or impair the functioning of the Platform or Our infrastructure (in Our sole discretion) in any manner;
8. reverse engineer any aspect of the Platform or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Platform;
9. attempt to circumvent any content-filtering or access restriction techniques We employ or attempt to access any feature or area of the Platform that You are not authorized to access;
10. copy, download, redistribute, reproduce, “rip”, record, transfer, display to the public, broadcast, or make available to the public or another vendor or third party any part of the Platform, or otherwise make any use of the Platform not expressly permitted under these Terms, any Additional Terms, or applicable law, or which otherwise infringes the intellectual property rights (such as copyright) in the Platform or any part of it;
11. develop or use any third-party applications that interact with the Platform without Our prior written consent, including any scripts designed to scrape or extract data from the Platform; or
12. violate any laws, regulations, governmental orders, or industry standards or guidance in any applicable jurisdiction.

We reserve the right to comply with local laws or law enforcement, or report Any information, images or actions by You or Users that do not comply with local laws.

8) Authentication and Brands

Our product authentication process is conducted by Us via in-house experts, proprietary methods and/or third-party resources. Brands identified on or through the Platform (i) are not involved in the authentication of the products being sold through the Platform and (ii) do not assume responsibility for any products purchased from or through the Platform. Brands sold on or through the Platform are not partners or affiliates of Us in any manner. However, We cooperate with brands seeking to discover the source of counterfeit items to which they lay claim, which may include, when required by court order or directive of law enforcement, revealing the contact information of Users submitting counterfeit goods for list. We may also, when required by court order or directive of law enforcement, reveal to brands the contact information of Users submitting products that have been challenged as infringing, unapproved, suspicious, potentially stolen, or offered for sale in an unauthorized geographic market.

Authentication Fee—applicable to Sellers only:

As a Platform, we are committed to only representing authentic goods and take rigorous steps to ensure we meet this standard to allow for all Platform users to operate with trust and confidence. With this, any Seller who participates on the Platform and submits an item which We physically receive and determine to be inauthentic or otherwise not a genuine article will be subject to a service fee (“Authentication Fee”) of $50 per item, automatically charged to a payment method on file. Please see “Counterfeits” section below for further description of authentication process and fees related to counterfeits. Please note that we use a two step listing process in which we first “accept” an item for review by our authentication team, then physically receive items once accepted. This Authentication Fee only applies to items that have been physically received by Us; it does not apply to items that have been submitted for Listing and not accepted for review. Please note that when We accept an item for receipt by our authentication team, this action in no way reflects an assertion of authenticity, assumes authenticity, or otherwise validates the authenticity of Your item.

Accepted Brands

The Platform will accept the following brands for acceptance and authentication: BALENCIAGA, BOTTEGA VENETA, BURBERRY, CELINE, CHANEL, CHLOE, CHRISTIAN LOUBOUTIN, COACH, DIOR, DOLCE & GABANNA, FENDI, GOYARD, GIVENCHY, HERMES, LOEWE, LOUIS VUITTON, MCM, PRADA, SALVATORE FERRAGAMO, SAINT LAURENT, VALENTINO. This list may expand to include others, but is intended to ensure that We maintain highest available standards of quality control for the items represented. Please see BID-A-BAG.com for an updated list of accepted brands.

9) Disclaimer of Warranties

YOUR ACCESS TO, AND USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE SERVICES PROVIDED BY THE PLATFORM (“SERVICES”) ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. WE DO NOT REPRESENT OR WARRANT THAT THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SERVICE OR OBTAINED FROM A LINKED SITE OR THIRD-PARTY MATERIALS. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.

REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER, VENDOR OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY US.

10) Limitation of Liability

BID-A-BAG PARTIES (AS DEFINED BELOW) WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND WHETHER THE BID-A-BAG PARTIES WERE ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF BID-A-BAG PARTIES, FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE TERMS, THE PLATFORM OR SERVICES, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE GREATER OF (A) TWO THOUSAND US DOLLARS ($2,000.00), OR (B) THE AMOUNT WE HAVE ACTUALLY RECEIVED AS A RESULT OF SELLING YOUR PROPERTY THROUGH THE PLATFORM IN THE TWELVE MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR: (i) DAMAGE ARISING FROM A GROSSLY NEGLIGENT BREACH OF DUTY BY BID-A-BAG OR FROM AN INTENTIONAL OR GROSSLY NEGLIGENT BREACH OF DUTY BY A LEGAL REPRESENTATIVE OF BID-A-BAG OR A PERSON USED TO PERFORM AN OBLIGATION OF BID-A-BAG; OR (ii) ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (OR FOR ANY AUTHORSHIP WARRANTY CLAIMS UNDER THE FINE ART CONDITIONS OF SALE, BUT ONLY TO THE EXTENT PROVIDED THEREIN). ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

11) Indemnity

To the fullest extent permitted by applicable law, You will indemnify, defend (at Our option) and hold Us and Our officers, directors, employees, agents, third-party providers, licensors, partners and successors and assigns (individually and collectively, the “BID-A-BAG Parties”) harmless from and against any and all fines, penalties, liabilities, losses, governmental inquiries, investigations, and proceedings and other damages, costs and expenses of any kind whatsoever (including reasonable attorneys’ and experts’ fees) incurred in connection with any third-party claim, demand, cause of action, suit, investigation, arbitration, or other proceeding (collectively, “Claims”) directly or indirectly arising out of: (a) Your access to or use of the Platform or any Third-Party Materials; (b) Your actual or alleged breach of these Terms or any Additional Terms; (c) Your Postings and BID-A-BAG Parties’ use of any information that You submit to Us; and/or (d) any fraud, misrepresentation, manipulation, intentional misconduct, gross negligence or other violation of any applicable laws in connection with Your use of the Platform or Your activities in connection with the Platform. BID-A-BAG Parties may take control of the defense or settlement of any Claim and You will cooperate with BID-A-BAG Parties in defending such Claims. In any event, You will not settle any Claim without Our prior written approval. For the avoidance of doubt, if You are a Company (or representing a Company), Your obligations hereunder will extend to indemnification based on the acts and omissions of Your employees, consultants and agents.

If You are a California resident, You expressly waive any rights You may have under California Civil Code Section 1542 (or analogous laws of other states), which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

12) Force Majeure

We will be excused from performance under these Terms to the extent We are prevented from, or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (a) weather conditions or other elements of nature or acts of God, (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (c) quarantines, epidemics, pandemics, (d) embargoes or labor strikes, or (e) other causes beyond Our reasonable control. In the event that We are temporarily unable to ship to You a purchased item because of such an event, We will give You the option of deferring shipment or receiving a refund of Your charges if and as applicable in accordance with Our then-current policies.

13) Dispute Resolution—Mandatory Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY TO UNDERSTAND YOUR RIGHTS BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

a) Scope

For all matters, disputes, or claims between You and Us arising from or related to this Agreement or Your relationship with Us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, including any dispute about the interpretation or application of this dispute resolution provision or the enforceability, revocability or validity of this arbitration provision or any portion of the arbitration provision (“Disputes”), will be resolved by the processes and procedures described in this Section, first amicably and then through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. EACH PARTY WAIVES ITS RIGHTS TO A JURY TRIAL AND TO HAVE ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TOS OR THE SERVICE RESOLVED IN COURT.

b) Amicable Resolution

In the event of a Dispute, You will negotiate in good faith with Us to informally resolve the Dispute. You may notify Us of a Dispute by emailing Us at admin@bidabag.com or by writing a letter addressed to: BID-A-BAG LLC, Legal Dept, 1159 2nd Avenue, Box 105, New York, NY 10065. The notice must specifically describe the nature of the Dispute and the relief You seek. The parties will have sixty (60) days from the date of receipt of such a notice to try to resolve the Dispute (or such longer period as the parties may agree in writing). If the Dispute is not resolved satisfactorily within sixty (60) days after either party receives notice from the other party in accordance with “Notices” at Section 26 below, either You or We can submit the Dispute to binding arbitration in accordance with the arbitration provisions below.

c) Binding Arbitration

Except for any consumer controversy or claim properly filed and pursued in small claims court on an individual basis (as explained in “Small Claims Court Option” in Section 13(d) below), any Dispute that remains unresolved after an attempt to resolve it informally will be resolved by binding arbitration brought on an individual basis, in which case either You or We may commence confidential binding arbitration under the terms in this Section. The arbitration will be administered by the American Arbitration Association (AAA) under the following rules: (i) if You entered into these Terms individually, its Consumer Arbitration Rules (available online at www.adr.org or by calling 1-800-778-7879), as amended by these Terms, and (ii) if You entered into these Terms as a Company or as a representative of a Company, by its Commercial Arbitration Rules. The place of arbitration will be held exclusively in the State of Delaware. The arbitration will be conducted by a single arbitrator, selected by the AAA, in accordance with the applicable Consumer Arbitration Rules or Commercial Arbitration Rules. The arbitration may be held by teleconference or videoconference unless the arbitrator determines upon request by You or by Us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel, the expense and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by the arbitrator. The arbitrator’s decision(s) will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. Any award of the arbitrator may be entered as a judgment in any court having jurisdiction.

d) Small Claims Court Option for Consumer Individuals

If You entered into these Terms individually, You have the choice to submit any Dispute before a small claims court, if applicable, instead of having the Dispute resolved by arbitration. You can make this choice either before or after the Dispute is submitted for resolution by Arbitration.

e) Litigation and Class Action Waiver

BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, CLASS ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT PERMITTED, AND YOU ARE AGREEING TO GIVE UP AND WAIVE THE ABILITY TO PARTICIPATE IN A CLASS ACTION. COMBINING INDIVIDUAL PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES IS ALSO NOT ALLOWED. DISPUTES REGARDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE FOREGOING CLASS ACTION WAIVER WILL BE EXCLUSIVELY RESOLVED BY AN ARBITRATOR APPOINTED BY THE AAA, PURSUANT TO THE APPLICABLE ARBITRATION RULES, AS DETAILED IN THIS SECTION 13.

f) Injunctive Relief

Notwithstanding any of the foregoing, (i) You or We may seek and obtain temporary injunctive relief in any court of competent jurisdiction, and seeking such measures will not be deemed incompatible with the arbitration provision in this Section or a waiver of the right to arbitrate; and (ii) if You are subject to a version of the Terms with Us that contains a different arbitration provision, then the terms of such other arbitration provision will govern disputes arising out of or related to the Terms or any aspect of the relationship between You and Us, rather than the terms of this Section 13.

g) Severability

Should any portion of this Section 13 be deemed unenforceable by the arbitrator or a court of competent jurisdiction, the unenforceable portion will be severed without affecting the remainder of this Section 13, which will remain in full force and effect. If the severance of any portion of Section 13 results in any claims proceeding on a class or representative basis, those claims will be litigated in court and not in arbitration; the parties agree to stay any litigation of those claims pending the outcome of any individual claims in arbitration.

14) Governing Law and Venue

These Terms (and any Additional Terms) and Your access to and use of the Platform will be governed by and construed and enforced exclusively in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction). Any dispute between You and Us that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of Delaware and the United States. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to these Terms, the Service, or the listing, marketing, offer or sale of property through the Service. For European Union (“EU”)-based consumers this choice of law provision applies to the extent that no mandatory consumer protection rules laid down in the EU or national EU member state laws provide for greater consumer protection, in which case, such other laws will apply.

15) Electronic Communications

a) Express Consent

When You create an Account with Us and provide Your email address and/or mobile phone number and/or when You communicate with Us electronically, such as via email or through the Service, YOU EXPRESSLY CONSENT TO RECEIVING COMMUNICATIONS ELECTRONICALLY AND/OR VIA TEXT MESSAGE, CALLS, AND PUSH NOTIFICATIONS TO YOUR PHONE FROM US AND OUR AFFILIATES. These communications may include notices about Your Account (e.g., payment authorizations, bid or product updates, password changes, unauthorized attempts to access your account, and other transactional information), advertisements, and Your relationship with Us.

You represent that You are the Account holder for the mobile telephone number(s) that You provide. If You change Your mobile telephone number(s), you will notify Us immediately by updating Your number in My Account.

Any consents, authorizations, agreements, notices, disclosures, or other communications that are provided to You electronically and/or in these Terms satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

b) Messages You May Receive From Us And Opting Out

We and Our service providers may use automated or manual means to deliver text messages to You if you have a U.S. phone number. Text messages providing You information about orders, items You are selling, or Your Account are sent through Our primary program (“Service and Support”), while marketing reminders, cart reminders, selling tips, BID-A-BAG-sponsored events, promotions, product launches and marketing messages related to Our goods and services are sent through a secondary program (“Marketing Communications”).

You may opt out of these communications at any time. Consent to receive marketing text messages is not required to purchase any goods or services. To opt out of receiving text messages regarding your orders and items you’re selling, you may reply to any text with the message “STOP”. To opt out of receiving marketing text message, you may reply to such text messages with “STOP”. You may opt out of any or all marketing-related text messages, calls, emails, push notifications, and/or other electronic communications via My Account (available on BID-A-BAG.com). You may turn off our push notifications for marketing communications in your phone or computer settings. If you do not have a mobile telephone service rate plan with unlimited text messaging, text message and data rates may apply to each text message you or we send or receive. Please contact Your mobile telephone carrier regarding applicable charges including any applicable roaming charges. We do not impose a separate fee for sending Our text messages.

16) Bidding, Payment and Billing

We may make available the ability to purchase or otherwise obtain certain products or services through the Platform (each, a “Transaction”)—two methods of Transaction are available to Buyers allowing for a User to “Buy It Now” in which an item is purchased immediately at the List Price; or a Buyer can place a Bid (“Bid”) to express a price level at which they are committing to purchase an item if the Bid amount is accepted—this commitment includes Bid amount plus any indicated fees. If a Bid exceeds the Hidden Threshold for an item, a Transaction occurs immediately at the Bid level. If a Bid is placed and a User is the best bid on an item at that particular point in time, but the Bid does not exceed the Hidden Threshold, that Bid will remain live (actionable) for approximately 24 hours or until exceeded by another User; a Seller can accept or reject this Bid within 24 hours—the Bid is actionable and remains a liability (including any indicated fees) of the Buyer for a duration of approximately 24hrs; a Bid cannot otherwise be cancelled by a buyer once placed. In order to protect the integrity and function of the BID-A-BAG Platform and essential to our patent pending sales process, You may be asked to supply certain relevant information, such as Your credit card number and its expiration date (or other acceptable payment method that We make available to You from time to time), Your billing address and Your shipping information.

To be sure, by placing a Bid on the Platform, You are committing to purchase an item You are bidding for at your Bid price (plus any indicated fees). This does not ensure that a Bid will win an item. A Transaction immediately occurs if a Bid provided exceeds the Hidden Threshold on a particular item or is otherwise accepted by a Seller. Any Bid placed is considered “firm” and is a non-cancellable commitment by a Buyer to purchase an item at the Bid price, regardless of immediate Seller action; BID-A-BAG uses two-step Bid authentication to prevent Bids in error and accepts no responsibility for Bids placed in error or resultant Transactions.

For the BID-A-BAG process to function, any Bid placed will trigger a hold on User’s credit card or selected method of payment equivalent to the Bid amount, regardless of whether the Bid wins an item/triggers a sale (results in a Transaction). Any held funds will be released as soon as is practically possible in the event that a Bid does not result in a Transaction (if Hidden Threshold is not cleared or Seller does not otherwise accept the Bid). All Bids not accepted within approximately 24 hours will auto-expire (auto-cancel). In the event that the amount of a Transaction exceeds the total credit or funds available for purchase in Your payment account, You may be subject to overdraft or non-sufficient funds charges by the bank issuing Your payment method. We are not responsible for these charges and are unable to assist You in recovering them from Your issuing bank.

Payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to use the Services, You agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Us enabling payment processing services through Stripe, You agree to provide Us accurate and complete information about You and your business, and you authorize Us to share it and transaction information related to Your use of the payment processing services provided by Stripe.

By providing a credit card or other acceptable payment method, You represent and warrant that You are authorized to use the designated payment method and that You authorize Us (or Our third-party payment processor) to charge Your payment method for the total amount of Your Transaction (including any applicable taxes, fees and other charges). Verification of information may be required prior to the acknowledgment or completion of any Transaction. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, We will notify You of the issue, and if We are unable to resolve the issue, Your order or Bid may be suspended or terminated. If You want to change or update payment information associated with Your Account, You can do so at any time by logging into Your Account and editing Your payment information.

By making a Transaction, You represent that the applicable products or services will be used only in a lawful manner.

17) BID-A-BUDGET™

In addition to the Bid process described above, the Platform enables buyers to set a predetermined budget (“BID-A-BUDGET”), which caps spending by a User within the BID-A-BUDGET for 24 hours. BID-A-BUDGET does not place priority on Transactions or items Bid by a User within a BID-A-BUDGET. When a BID-A-BUDGET has started, a User has the option to submit a Bid within the BID-A-BUDGET for any item or items up to the remaining amount of the BID-A-BUDGET. Once started, the total amount of a BID-A-BUDGET remains committed by a User for 24 hours, while any Bids placed within the budget are live and actionable as long as the BID-A-BUDGET is ongoing. When a BID-A-BUDGET is ongoing, Users can Bid multiple items within the BID-A-BUDGET, provided no individual item exceeds the amount of BID-A-BUDGET outstanding. If Bids are placed within the BID-A-BUDGET result in a Transaction, the total amount of the Transaction will be subtracted from BID-A-BUDGET total, and any remaining Bids within the BID-A-BUDGET exceeding the remaining budget amount will be eliminated; any Bids under the remaining BID-A-BUDGET amount will remain live and available for execution until the BID-A-BUDGET expires. When the BID-A-BUDGET function is used, a User must exercise personal judgement when placing Bids, as BID-A-BAG, the Platform or the BID-A-BUGET function do not place any ranking or priority on Bid items and execution is left to chance based on Bids, Seller action and remaining BID-A-BUDGET amount.

18) Third-Party Materials and Linked Sites

The Platform may display, include, or make available Content, data, information, applications, plugins, products, services, listings, descriptions and images of goods or services, resources or materials from third parties or provide links to certain third-party websites or applications (collectively, “Third-Party Materials”). Any activities in which You engage in connection with any Third-Party Materials are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of such Third-Party Materials, Third-Party Materials are provided solely as a convenience to You. You will not use any Third-Party Materials in a manner that would infringe or violate the rights of any other party.

19) Changes to These Terms

We reserve the right to make changes to Our Terms and Additional Terms at any time. If We make a material modification to these Terms or the Additional Terms, We will notify You by: (i) sending an email to the address associated with Your Account (but note that We are not responsible for Your failure to receive an email due to the actions of Your ISP or any email filtering service); therefore, You should add bidabag.com to the list of domains approved to send You email (commonly known as Your “whitelist”); or (ii) displaying a prominent announcement above the text of these Terms or the Additional Terms, as appropriate, for thirty (30) days, with (i) or (ii) being deemed sufficient notification to You of such changes. After notice of a modification to the Terms or the Additional Terms has been posted for 30 days, the notice may be removed. If You choose to continue using the Service after receipt of the notice under (i) above or after such thirty (30) day period in (ii) above, You accept the new Terms and Additional Terms, as relevant. Except for changes by Us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both You and Us.

If We make a change to Our Privacy Policy, We will follow the process described in Our Privacy Policy.

If You have any questions or comments about these Terms or the Platform, please contact Us by email at admin@bidabag.com. You also may write to Us at: BID-A-BAG LLC, 1159 2nd Avenue, Box 105, New York, NY 10065. Do not accept or agree to the Terms if You do not understand or intend to comply with the Terms.

20) Procedure for Claims of Copyright Infringement

Copyright Notices:

BID-A-BAG respects intellectual property rights of others, and You must do the same when using the Platform. We may, in appropriate circumstances and at Our discretion, disable and/or terminate the Accounts of Users who infringe or are believed to be infringing the intellectual property rights of third parties. If You believe that a Posting, Listing or Content on the Platform infringes any copyright that You own or control, please send a notice of alleged copyright infringement Your (a “Copyright Notice”) to Our designated copyright agent (“Designated Agent”) with all of the following information:

1. subject line that says: “Copyright Notice”;
2. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
3. a description of the copyrighted work that You claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
4. a description of where the material that You claim is infringing is located on the Service (please be as detailed as possible and provide the URL on which the material appears);
5. Your full name, address, telephone number, and email address;
6. 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
7. a statement by You, made under penalty of perjury, that the above information in Your Copyright Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

The Copyright Notice must be sent to Our Designated Agent at via physical mail or email at the following addresses:

Designated Agent: BID-A-BAG LLC, attn LEGAL

Mailing Address: 651 North Broad Street, Suite 201, Middletown, DE 19709

Email Address: admin@bidabag.com, “LEGAL” in subject line

Please note that if You knowingly misrepresent that any activity or material (including Content or Postings) on the Service is infringing, You may be liable to Us for certain costs and damages.

If We are notified by a copyright holder that any Content or Posting infringes a copyright, We may in Our sole discretion remove such Content or Posting from the Platform, or take other steps that We deem appropriate, without prior notification to the User or other party who supplied or posted that Content or Posting. If such User or other party believes that the Content or Posting is not infringing, that User may in certain circumstances submit a counter-notification to Us (write to us at admin@bidabag.com) with a request to restore the removed Content or Posting, which We may or may not honor, in Our sole discretion.

21) Modification or Termination of Service

We reserve the right, without notice and in Our sole discretion, to modify, suspend or cease making the Platform (or any function, feature or portion thereof) or the Content (or any portion thereof) available at any time, for any reason without any obligation or liability to You. BID-A-BAG specifically reserves the right to limit services to You, including certain customer service functions. Standard policy is to accept no returns; all sales on the Platform are final. If there are any questions or concerns with a Transaction, please send an inquiry with your order number and a detailed query to admin@bidabag.com. Likewise, We reserve the right, without notice and in Our sole discretion, to suspend or terminate Your right to access or use the Platform (or any portion thereof) for engaging in behavior prohibited on our Platform and detailed under Terms, Seller Agreement and other User Guidelines (available on Our website and which We may modify or amend from time to time). We are not responsible for any loss or harm related to Your inability to access or use the Platform (or any portion thereof).

22) Counterfeits

BID-A-BAG operates with a three-strike policy for counterfeits. We understand that it is sometimes challenging to understand the provenance of your own goods, so allow for a limited amount of failed submissions by Sellers, though these Terms aim to curb willful abuse. Sellers submitting an item that is physically received by Us and determined to be counterfeit will be charged a $50 Authentication Fee if an item fails our authentication process as described in “Authentication and Brands” (Section 8) above; payment will be automatically charged to a payment method on file. Once notified of a counterfeit, Users will have the option of:

1. Allowing BID-A-BAG to destroy the item to remove it from the luxury resale ecosystem
2. Returning the item for a $15 Shipping and Processing fee; item will be returned upon users election of this option and payment of the Shipping and Processing fee
3. If there is a genuine belief that an item is authentic, a User can submit further proof of authenticity; BID-A-BAG will consider Listings challenged on a case by case basis.

Please note that only items physically received by Us will be subject to the counterfeit policy as described here and in Section 8 above; any Seller items rejected at the initial acceptance step (prior to sending to Us for authentication) will incur no penalties of any type. Once an item has been accepted for mailing to Us, it falls under the terms of this section, as authentication is, and can only be, finally determined when items are physically received by Us. Please note that acceptance of an item to send to Us in no way ensures authenticity, or provides any further assurance that the item will be validated under our authentication process.

BID-A-BAG reserves the right to suspend a User account if three consecutive items are submitted to the Platform as Listings and are determined to be counterfeit.

If our authenticity team is unable to determine provenance of an item due to rarity, uniqueness or any other reason, we reserve the right to decline a Listing and return the item at no charge to the User. Only items that we can determine to be inauthentic/counterfeit will be subject to the outcomes described above.

23) Authenticity Guarantee

WE GUARANTEE THE AUTHENTICITY OF ANY ITEM BOUGHT WITH BID-A-BAG. AS SUCH, WE WILL OFFER A FULL REFUND OR CREDIT FOR ANY ITEM THAT IS PROVEN NOT TO BE AUTHENTIC.

24) Returns

Due to our unique sales mechanism which aims to match buyers and sellers in a highly efficient manner, and our Authenticity Guarantee which ensures that Listings only represent authentic goods, we cannot, under any conditions, accept returns. If there is a problem with a sale or a Seller, please inform us at customerservice@bidabag.com. We aim to provide high quality customer service and an elevated experience for buyers and sellers on the BID-A-BAG Platform. Issue resolution may include credit for use on the Platform, or other solutions that We see fit. As part of our aim to provide the utmost in service and ensure that you are satisfied with your closet, items purchased by You on BID-A-BAG can always be relisted at no cost; simply attach the order number under which an item was previously acquired on the Platform when creating a listing; reslited items will be subject to re-authentication to ensure quality and are subject to the outcomes described in the Counterfeits section above if there is discrepancy between an item purchased and an item submitted for relisting.

25) Abandoned Property/Inactivity

See Seller Agreement for details of abandoned property. We will not be responsible in any capacity for items left with Us in excess of 360 days which appear to be abandoned by a Seller. Sellers must actively manage Listings created on BID-A-BAG; this includes actively responding to Bids. If a Seller creates a Listing and is consistently inactive or non-responsive to Bids, We reserve the right to suspend a User and/or cancel Listings and return items. BID-A-BAG is specifically designed to foster trust, enthusiasm, and active participation by both Buyers and Sellers to ensure an optimized shopping experience for all.

26) Notices

All notices under this Agreement must be in writing (which includes emails). If You have any questions or comments about the Terms or the Service or wish to terminate this Agreement, please contact Us by email at: admin@bidabag.com with “ACCOUNT” in the subject line. You also may write Us at:

BID-A-BAG LLC
attn Customer Service
1159 2nd Avenue, Box 105
New York, NY 10065

We will provide all notices to You at the email address or physical address that You have provided to Us. You are solely responsible for keeping that information current and accurate.

All agreements, notices, disclosures, and other communications that We provide electronically to You satisfy any legal requirement that such communications be in writing.

If any term of these Terms are found by any court or arbitrator to be void or otherwise unenforceable, the remainder of this Agreement will remain valid and enforceable as though such term were absent upon the date of the execution of this Agreement. From time to time, We may offer special promotional offers which may or may not apply to Your Account. Headings are for reference purposes only and do not limit the scope or extent of such section. Any failure by You or Us to enforce any provision of these Terms will not constitute a waiver of such provision or of any other provision of these Terms. Except as otherwise expressly provided in these Terms or any Additional Terms, there will be no third-party beneficiaries to these Terms or any Additional Terms. These Terms, Our Privacy Policy, Sellers Agreement and any Additional Terms constitute the entire agreement between You and Us and govern Your use of the Platform, superseding any prior agreements between You and Us with respect to the Platform. No joint venture, partnership, employment, or agency relationship exists between You and Us as a result of these Terms or Your access to and use of the Platform. You are responsible for obtaining access to the Platform, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, You must provide and are responsible for all equipment necessary to access the Platform. Your rights and duties under these Terms are not assignable by You without Our written consent and any prohibited assignment is null and void. These Terms will inure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns. Any provision of these TOS that imposes or contemplates continuing obligations on You or Us will survive the expiration or termination of these TOS.

27) Sales Tax

Purchases may be subject to sales, use, excise and other tax in some jurisdictions. It is Your responsibility to ascertain and pay all taxes due. If You are claiming exemption from sales tax, You must have the appropriate documentation on file with Us prior to the release of the property.

If We expect sales tax to be due, We display an “Estimated Tax” to be collected at check out when confirming an order. The amounts displayed as estimated tax may then be updated later when Your order is finalized and completed. Sales Tax may not be due in all instances.