TERMS OF SERVICE AGREEMENT

SELLING PRODUCTS TO VALUENCE

TERMS AND CONDITIONS

Valuence International USA Limited (”Valuence”) offers services (the “Services”) through which a user (“you” or “your”) can sell certain luxury items (the “Product(s)”) to Valuence after receiving an “offer” from Valuence by identifying your Product or completing check-out. You hereby agree to abide by the following terms and conditions (the “Terms”) in order to use the Services and/or Valuence’s Website (the “Website”). 

About These Terms.
These Terms govern any offer that you receive to sell your Product to or through Valuence. These Terms, the terms of Valuence’s privacy disclosures, which are expressly incorporated herein, and any supplemental terms or policies that accompany a specific transaction, feature or application collectively make up an agreement between you and Valuence (the “Agreement”). PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION PROVISION AND CLASS ACTION WAIVER WHICH LIMIT YOUR RIGHTS TO BE HEARD IN COURT.  PLEASE REVIEW THESE PROVISIONS CAREFULLY. 

User Eligibility.
You are not permitted to access the Service or the Website if you are under the age of 18 or if your account has been suspended or removed by Valuence for any reason. You may not have more than one active account. Additionally, you are prohibited from selling, trading, or otherwise transferring your Valuence account to another party. 

Acceptance and Modification.
You acknowledge that this Agreement is in electronic form and has the same effect as an agreement in writing. In this Agreement, the term “Valuence International USA,” “Valuence,” “we,” “us” or “our” means Valuence and its affiliates and subsidiaries.  By using the Website, registering as a Valuence user, and by submitting a product (defined below) to us, you hereby agree to the Terms.  Valuence reserves the right to make changes to the Services, Site, related policies and agreements (collectively the “TOS”), these Terms and the Privacy Policy at any time. If Valuence makes a material modification to these TOS, it will notify you displaying a prominent announcement above the text of these Terms or the Privacy Policy, as appropriate, for thirty (30) days, with this conspicuous posting being deemed sufficient notification, of such changes.  After notice of a modification to the Terms or the Privacy Policy has been posted for 30 days, the notice may be removed. If you choose to continue using the Site or Service, you agree that by doing so you will be deemed to accept the new TOS or Privacy Policy, as relevant.

Termination.
Valuence reserves the right to refuse to provide the Services and/or terminate your account in its sole discretion for any reason or no reason.  Subject to the specific Terms below regarding Releasing Rights to Product and Passing of Title, you may also terminate your relationship with Valuence by providing Valuence with notice at Purchasing@AlluUSA.com

Requirements.
In order to complete the sale of your Product to or through Valuence or to complete any other transaction with Valuence, you must: (i) provide true, up -to -date and accurate account information about yourself and any Product you submit to us; (ii) comply with all terms and conditions of this Agreement; (iii) comply with all applicable laws and regulations, including all import and export laws; and (iv) have the legal capacity to enter into agreements and to convey title and interest in any Product that you submit to us. In order to receive payments for any Products we purchase from you, you must provide us with information including a valid email address at which you are able to receive email, a valid postal address at which you are able to receive mail, and your first and last name. Valuence shall not be responsible for communication errors should your contact information be inaccurate. You are responsible for ensuring that you can receive emails from Valuence, and Valuence is not responsible for any emails that were not received by you because they were blocked or filtered as spam. You understand and agree that if you fail to provide us with accurate and up -to -date information about yourself: (a) we will not be responsible for any misapplied payments or payments sent to a wrong address, and (b) any unclaimed funds may be subject to collection by governmental authorities under applicable unclaimed funds and escheat laws. You agree that we have no obligation to you if any of your unclaimed funds are turned over to governmental authorities. You understand that you are not permitted to access the Services or the Website if you are under the age of eighteen (18) or if your account has been suspended or removed by Valuence for any reason. You are prohibited from selling, trading, or otherwise transferring your account on the Website to another party for any reason.

Electronic Notices and Transactions.
You agree to transact with us electronically, including agreeing to terms and conditions or offering to sell your Product by electronic means. You authorize Valuence to provide you with terms and important notices about Valuence and your transactions to an email address you provide to us. It is your duty to keep your email address accurate and up-to-date and to maintain a valid email address and to ensure that emails we send you are not filtered or stopped by spam filters or other types of email blocking functionalities. If you no longer desire to transact electronically with us, you may no longer use the Website.  You may contact Valuence.

Consent to SMS and Other Electronic Marketing Communications.
 Please read these terms and conditions carefully.  By utilizing the Services, you agree and consent to the receipt of automated marketing communications by text message (to the cell phone that you provide during registration), Whatsapp, and Messenger.  Such messages are intended to provide you with information about orders and Valuence’s goods and services.  This agreement is not a condition for your use of the Services.  You may opt out of marketing communications at any time as set forth in the Privacy Policy.  Message and data rates may apply to each text message sent or received in connection with Valuence text messages, as provided in your mobile telephone service rate plan (please contact your mobile telephone carrier for pricing plans), in addition to any applicable roaming charges.  Valuence does not impose a separate fee for sending Valuence text messages.

Use of Services.
By using the Website, you agree not to: (i) access any of the Services by any means (including by use of scripts, web crawlers or similar methods) other than through the user interface provided by Valuence; and (ii) engage in any other activity that interferes with or disrupts the Services or performance of the Website.

Product Eligibility.
Valuence determines, in its sole discretion, which Products are eligible for purchase by or through the Services and if Valuence will provide an offer for eligible Products. Valuence may terminate the eligibility of certain Products at any time and without advance notice, but such termination will not affect any Products for which you have already accepted an offer. Unless already accepted by the customer, all offers by Valuence automatically expire ten (10) business days following the date that they were issued.

Condition of Products.
Valuence only accepts items in excellent condition. There should be no noticeable flaw, no functional nor physical problem. PLEASE DO NOT SEND ITEMS WITH VISIBLE WEAR AND TEAR OR ITEMS WITH SIGNS OF REPEATED USE. Do not send items that are non-operative or with physical damage that inhibits use. The above definitions are broad guidelines. More specific condition definitions specific to the category and/ or type of Product may be included on the Website offer screen and serve as the effective condition definition for that Product. Condition definitions are subject to change at Valuence’s discretion. If you are uncertain about your Product’s condition, please seek guidance by contacting Valuence’s purchasing representatives at Purchasing@AlluUSA.com. Before or after an offer is made, we have the right to change our offer as deemed necessary or have the items returned at our expense. If the items you submitted to us are determined to be unauthentic please refer to the section of these Terms and Conditions referring to authentication.  

Fitness for Sale.
You must have all right, title, and interest in any Products you seek to sell to Valuence. The Products and the sale and shipment of such items to Valuence: (a) must comply with all applicable laws, statutes, ordinances, including all import and export laws; (b) may not infringe on third-party intellectual property rights (including copyrights, trademarks, patents, trade secrets or other proprietary rights); and (c) shall not be counterfeit, stolen, or fraudulent. You represent and warrant that the Products are free of any liens or encumbrances. By using the Services, you agree to indemnify Valuence from all claims or losses sustained by Valuence as a result of any breach of these representations and warranties.

How Products Are Valued.
All offers will be based on Valuence’s own determination of the Product value in reliance on the accuracy of the information you supply us. Valuence will use its discretion to determine the Product value, weighing factors that may include the Product’s model, functionality and condition and whether necessary Product accessories have been provided by you. Upon receiving an offer, you have the option of accepting or rejecting that offer. Acceptance indicates you are willing to provide your Product to Valuence at the offered price. If you do not accept Valuence’s offer, the specific transaction expires.

Non-Binding Offers.
Tentative offers made through our first communication by SNS, such as WhatsApp and Messenger, or by e-mails are non-binding and indicative only. Valuence reserves the right, at its sole discretion and at any point in time, to cancel any tentative offer. 

Registration with Valuence. 
Once you have accepted our tentative offer, you must register with Valuence using the website/form located HERE.  Valuence will then generate a shipping label and send it to you. You will be required to properly pack the items to be sold, as we direct in our shipping instruction by e-mail or any other communication.

By registering with and shipping your goods to Valuence, you further affirm your agreement to all terms and conditions set forth herein and those stated on our application form.  In addition, by registering with Valuence and providing a mobile telephone number, you represent that you are the account holder for the mobile telephone number(s) that you provide. You are responsible for notifying Valuence immediately if you change your mobile telephone number.  You may notify Valuence of a number change by updating your information on the Website.

Sending Valuence International USA Your Product.
When packaging your Product, be sure to include all materials included in your description when we calculated your offer. This may include particular accessories or tags. Failure to include any items that you told us about when the offer was calculated, or sending us a Product that does not match your original description, may impact the final value of your Product and may result in a revised offer.

Product Inspection.
Your Product must be received by Valuence within fifteen (15) days after you have received the shipping label from us, or the offer shall automatically expire. You shall ship your Product by using the shipping label we provide. Packing and shipping recommendations provided to you by Valuence should be followed in order to avoid possible damage to or loss of the Product in transit. Valuence will inspect all Products that are received. Valuence has the option to accept or reject the Product, including to reject any Product not conforming to the description you provided to us (the “Non-Conformity”), any Product modified in such a way that it no longer conforms to the original factory specifications, any Product no longer complying with applicable laws or regulations (e.g., FCC rules, etc.) and/or any Product damaged or lost in transit. If Valuence rejects the Product for any of these reasons, the original offer automatically expires and is rescinded. When Valuence rejects the Product because of the Non-Conformity, Valuence will return the Product to you at the address provided by you during registration and you will bear the cost of return shipping.  If Valuence rejects the Product for the reasons other than the Non-Conformity, Valuence will return the Product to you at the address provided by you during registration and Valuence will bear the cost of return shipping.

Recalculated Product Offers After Inspection.
Valuence reserves the right to revoke the original offer and provide a revised offer for the Product if: (a) the Product and/or materials are not as described; (b) the Product is received by Valuence after the Delivery Period; and/or (c) Valuence receives Product(s) that are different from those identified when your offer was calculated. If Valuence recalculates the offer it provided for the Product after it has been received and inspected, as described above, you shall have the option of accepting or rejecting the new offer. If you accept the new offer, you will be paid in due course and in accordance with these service terms. If you reject the new offer, Valuence will return the Product to you at the address provided by you during registration Valuence will bear the cost of return shipping. Valuence will give you a period of five (5) business days after Valuence presents you with a calculated offer via email at the address you provided to accept or reject the new offer (the “New Offer Period”). Valuence will also remind you of the outstanding new offer one or more times during the New Offer Period.HOWEVER, IF THE NEW OFFER IS NEITHER AFFIRMATIVELY ACCEPTED NOR REJECTED BY YOU DURING THE NEW OFFER PERIOD, THE NEW OFFER WILL BE DEEMED TO HAVE BEEN ACCEPTED BY YOU AND YOU WILL BE PAID THE NEW OFFER PRICE IN THE NORMAL COURSE AND IN ACCORDANCE WITH THESE SERVICE TERMS. Your acceptance of the original offer and/or any new offer is final and you may not change your mind later about accepting such offer.

Releasing Rights to Product.
Once you send Valuence your Product, Valuence will not return of the Product unless Valuence rejects the Product or you do not accept any new offer for the Product (the “Return Circumstance”).  In a Return Circumstance your Product will be returned to you as set forth in the previous sections.

Authentication.
Valuence only accepts fully authentic Products. DO NOT SEND UNAUTHENTIC PRODUCTS. Once received, our team of experts will go through a thorough authentication process. Our experts have multi -year experience in luxury fashion and in the brands carried by Valuence. They are extremely knowledgeable and will discover counterfeits. IF YOUR PRODUCT IS DEEMED UNAUTHENTIC, WE HAVE AN OBLIGATION TO STOP TRAFFICKING ANY COUNTERFEIT GOODS AND PER THE REQUIREMENTS OF THE LAWS OF THE UNITED STATES, 18 U.S. Code §§ 2320 – Trafficking in counterfeit goods or services.  If Valuence cannot confirm the authenticity of any item of Property you have provided, it shall have the right in its sole discretion to refuse to accept the item. If Valuence determines at any time that an item of Property is counterfeit, it shall notify you that it has made such a determination and you will have an opportunity to provide proof of purchase/other proof of authenticity acceptable to Valuence. You acknowledge and agree that any item Valuence finally determines to be counterfeit will not be returned to you and will be destroyed. 

No Affiliation. 
Product brands that are accepted by Valuence are not partnered or affiliated with Valuence in any manner. However, Valuence fully cooperates with brands seeking to track down the source of counterfeit items, which includes revealing the contact information of consignors submitting counterfeit goods. 

Risk Of Loss.
You remain responsible for the risk of loss for the Products until delivery of the same to Valuence. You are responsible for any damage that may occur to your Product while in transit. Valuence is responsible for risk of loss when it opens the packaging containing your Product and ceases if Valuence returns your product to you for any reason. In such a case, risk of loss will be transferred to you once Valuence delivers the package to the carrier for return to you, and you will bear the risk of loss while the Product is in transit.

Passing of Title.
Title to the applicable Product passes to Valuence upon Valuence’s acceptance of the Product for the original offer or the new offer, as applicable. If there is a Return Circumstance, title shall not pass and shall remain with you.

Non-Transferable.
Any offer by Valuence for your Product is non-transferable and not redeemable for any other consideration other than what is offered by Valuence.

Payment. 
Subject to the Terms, Valuence will issue payment for the sale of a Product to your payment method selected at the registration; provided that Valuence will only issue payment after (i) Valuence has received, inspected and authenticated the Product and (ii) you have accepted Valuence’s offer, including updated offers made after Valuence’s assessment. Valuence will issue your payment according to the payment method selected within your user account. Payment methods include check or direct deposit/ACH. You may change your payment method at any time; however, changes will apply to future payments only. Payment methods cannot be changed for payments that have already been initiated.  

Promotions.
From time to time, and at Valuence’s sole discretion, Valuence may offer promotional programs as an incentive to customers. Promotions applicable to payments are applied as an increment to the final value of a customer’s Product, but they are not considered a change in that final value. Promotional programs have explicitly defined terms, such as expiration, usage per person and per transaction, and other limitations and restrictions. Unless otherwise stated, promotions must be applied by you before submitting your Product. Once you submit your Product for valuation, promotions cannot be applied to the same transaction. Valuence reserves the right, in its sole discretion, to cancel or refuse promotions.

Cancellation Policy.
Valuence reserves the right to cancel any order, before or after payment is processed, for security reason, fraud review, or breach of Terms of Services.

Accuracy of all Information.
Valuence makes every effort to ensure the accuracy of all information you receive in relation to your Product. From time to time, however, there may be typographical errors, technical inaccuracies, pricing or other errors or omissions. As such, Valuence reserves the right, before payment, to: (a) correct an error; (b) change the offer, provided that if the Product has already been sent to Valuence, the changed offer will become a New Offer subject to the processes set forth in previous sections, and otherwise, the changed offer will be re-issued, which you may accept or reject; or (c) void a transaction. If the Product was already sent to Valuence, Valuence will be deemed to have rejected the Product resulting in a Return Circumstance.

No Warranties.
WE PROVIDE THE SERVICES AND THE WEBSITE “AS IS”, “WITH ALL FAULTS,” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTIES. WE DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY. WE MAKE NO REPRESENTATIONS THAT YOUR TRANSACTIONS WITH VALUENCE WILL MEET YOUR REQUIREMENTS.

Limited Liability.
NEITHER VALUENCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS NOR CONTRACTORS SHALL BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY OR ANY CLAIMS OF YOU OR OTHER THIRD PARTIES WITH RESPECT TO YOUR TRANSACTIONS WITH VALUENCE UNDER THIS AGREEMENT OR YOUR USE OF THE WEBSITE. Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so the above exclusions may not apply to all users; in such states, liability is limited to the fullest extent permitted by law.

ALL OF THESE LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR FORM OF ACTION, WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, TORT, OR OTHERWISE, AND EVEN IF WE OR OUR REPRESENTATIVES HAVE BEEN NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION ARISING OUT OF OR PERTAINING TO THESE TERMS OF SERVICE MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

Indemnity.
You agree to indemnify, defend, and hold harmless Valuence, its parent, subsidiaries, affiliates, officers, directors, employees, agents, representatives, vendors and distributors from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including attorneys’ and experts’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) violation or breach of any terms under this Agreement.  You agree to indemnify Company in full for all claims, expenses, and damages related to or caused in whole or in part by your failure to notify Company if you change your telephone number, including, but not limited to, all claims, expenses, and damages related to or arising under the Telephone Consumer Protection Act.  We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you and at your expense and, in such a case, you agree to cooperate with our defense of such claim. Further, you shall not settle any claim without the prior written approval of Valuence. 

Force Majeure.
Valuence shall be excused from performing its obligations under this Agreement, to the extent it is prevented from or delayed from performing such, in whole or in part, as a result of an event or series of events caused by or resulting from (i) weather conditions or other elements of nature or acts of God, (ii) acts of war, acts of terrorism, insurrection, riots, civil disorder or rebellion, (iii) quarantine or embargoes, (iv) labor strikes, or (v) other causes beyond the reasonable control of Valuence.

Trademarks.
The trademarks, logos, and service marks (the “Marks”) displayed on the Website are the property of Valuence and other parties. You are prohibited from using any Marks for any purpose including use as metatags on other pages or websites on the Internet without the written permission of Valuence or such third party that may own the Marks. Information and content including any software programs available on or through the Services or the Website (“Content”) may be protected by copyright. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through Website for any purpose.

Entire Agreement/No Waiver.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. The captions are used only as a matter of convenience and are not to be considered part of this Agreement or to be used in determining the intent of the parties to it. No waiver by Valuence of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default.

Correction of Errors and Inaccuracies.
The Website and any correspondence related to a transaction may contain typographical errors or other errors or inaccuracies and may not be complete or current. Valuence therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content without prior notice. Valuence does not, however, guarantee that any errors, inaccuracies, or omissions will be corrected.

Applicable Law and Venue.
THIS AGREEMENT AND THE TERMS OF SALE AND TRANSFER OF TITLE OF YOUR PRODUCT ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NO CONFLICT OF LAWS OR PROVISIONS OF ANY JURISDICTION WILL APPLY TO THESE TERMS AND CONDITIONS. YOU AGREE THAT ANY ACTION AT LAW OR IN EQUITY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS WILL BE FILED ONLY IN A STATE OR FEDERAL COURT LOCATED IN NEW YORK CITY, NEW YORK, AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS. ALL DISPUTES MUST BE ADJUDICATED IN THE ENGLISH LANGUAGE.

Dispute Resolution.

Agreement to Arbitrate. 
You and Valuence (for purposes of this section, “the parties”) agree that any claim or controversy that may arise between you and Valuence relating in any way to your use of the publicly available portions of the Website will be determined by binding arbitration conducted under the auspices of JAMS pursuant to its Arbitration Rules and Procedures. This arbitration agreement includes any controversy involving the performance, construction, or breach of these Terms and Conditions, except any controversy or claim (i) relating to your obligation to indemnify Valuence; or (ii) properly filed and pursued in small claims court on an individual basis, any claim, dispute, or controversy between you and Valuence.

You and Valuence agree that the arbitration shall apply the substantive law of New York to all state law claims, that limited discovery shall be conducted in accordance with JAMS’s Arbitration Rules and Procedures, and that the arbitrator may not award punitive or exemplary damages, unless (but only to the extent that) such damages are required by statute to be an available remedy for any of the specific claims asserted. In accordance with JAMS’s Arbitration Rules and Procedures, the arbitrator’s award shall consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim. The award shall not include or be accompanied by any findings of fact, conclusions of law, or other written explanations of the reasons for the award. You understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law. You acknowledge that you are waiving your right to a jury trial. Judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction and the parties hereto and their respective representatives hereby submit to the jurisdiction of any such court for the purpose of such arbitration and the entering of such judgment.

Any award of the arbitrator or a majority of the arbitrators will be final and binding, and judgment on such award may be entered in any court having jurisdiction. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, attorneys’ fees or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting confirmation or enforcement of said award.

You agree to the following additional provisions regardless of your place of residence at the time a Controversy arises:

• You agree that any arbitration hearing will be held in New York, New York;
• You agree to the personal jurisdiction of the courts located in the State of New York, United States, to interpret and enforce the arbitration provisions described in these Terms and Conditions; and
• All arbitrations will be held in the English language, unless otherwise agreed to by the parties.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to your use of this Website must be filed within one year after such claim or cause of action arose or be forever barred. 

You agree that this agreement to arbitrate shall be binding on you, your heirs, administrators, representatives, executors, successors and assigns.

Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the dispute between Valuence and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. You agree that you may bring claims against Valuence only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Survival Of Terms After Agreement Ends. 
Any provision of these Terms that imposes or contemplates continuing obligations on a party will survive the expiration or termination of these Terms.

Accessibility Policy.
Valuence seeks to lower the technical barriers to accessibility on our website for persons with disabilities. We understand that individuals with varying disabilities may seek information on our website, and it is our goal to provide such individuals access to the content, features, and functionality available through our website. With the above in mind, we have taken a number of steps to make our website accessible. In addition, through regular testing of our website, we will continue to implement commercially reasonable changes to improve accessibility to our website content, features and functionality. If you are unable to access any website content, feature or functionality, please email us at CustomerCare@AlluUsa.com or call us at 1-833-367-2558. We will make reasonable efforts to address the problem, which may include providing you with an alternative method(s) for obtaining the applicable website content and/or fulfilling your request.

If you have any questions, concerns, or suggestions regarding the above Agreement, please feel free to email Contact@AlluUsa.com.