Terms of Service
LAST UPDATED:
May 8th, 2024
These terms of service are entered into by and between you and Consignr, INC. ("Company," "we," or "us"). The following terms, together with any documents they expressly incorporate by reference (collectively, "Terms," or "Terms of Service "), govern your access to and use of our platform, which includes the websites located at https://consignr.app/, *.consignr.store and any subdomains or derivatives of such websites maintained by us (the “Websites”) and any content, functionality, and services offered on or through the Websites (collectively, the "Platform").
Please read these Terms of Service carefully before using our Platform as these Terms contain important information regarding limitations of our liability. Your access to and use of our Platform is conditional upon your acceptance of and compliance with these Terms. These Terms apply to everyone, including but not limited to visitors, users and others, who wish to access and use the Platform. By accessing or using the Platform, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you do not have our permission to access or use the Platform.
Changes to the Terms
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of the revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
1. Our Platform
1.1 About ConsignR
Our Platform is a multi-faceted inventory management tool designed to unify the experience around managing your retail business for sellers and consignors. Providing each store their own dedicated portal (each, a “Portal”) that is hosted on our Platform in our secure cloud infrastructure.
Our Platform integrates with your Shopify store, or other eCommerce or point-of-sale application (each an “eCommerce Platform”), allowing you to unlock tools to revolutionize your retail business by streamlining your inventory management, sales, payouts, and store locations all within our Platform. All purchases through our Platform, your Portal, or other transactions for the sale of goods, or services carried out through our Platform are governed by these Terms and any Terms of Sale applicable to the eCommerce Platform on which they were made, which are hereby incorporated into these Terms. You are solely responsible for verifying and complying with any such eCommerce Platform’s Terms of Sale.
THE PLATFORM IS PROVIDED “AS IS,” NO WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) SHALL APPLY TO THE PLATFORM, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
1.2 Intellectual Property Rights
The Company name and all related logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.
The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform.
1.3 Geographic Restrictions
The owner of the Platform is based in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
2. Use of the Platform
2.1 Access to Platform
We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform, including your Portal, is unavailable at any time or for any period.
To access the Platform, you may be asked to create an account or provide registration details or other information. When you create an account on our Platform, you guarantee that you are 18 years of age or older and that the information that you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Platform. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur on your Portal or under your account and/or password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Portal.
We have the right to disable any Portal, username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. You can terminate your account by contacting us.
2.2 Prohibited Uses
You may use the Platform only for lawful purposes and in accordance with these Terms. You agree that you will not perform any of the following prohibited uses:
Impersonating or attempting to impersonate Consignr, INC. or its employees, or representatives;
Engaging in any conduct that restricts or inhibits any person’s use or enjoyment of the Platform, or which, as determined in our sole discretion, may harm us or the users of this Platform or expose us or other users to liability;
Sending, posting, or uploading any material that does not comply with the Content Standards set out in these Terms.
Using the Platform in any manner that could disable, overburden, damage or impair the Platform or interfere with another party’s use of the Platform;
Using any robot, spider, or other similar automatic technology, process or means to access or use the Platform for any purpose, including monitoring or copying any of the material on this Platform;
Using any manual process or means to monitor or copy any of the material on this Platform or for any other unauthorized purpose;
Using any device, software, means or routine that interferes with the proper working of the Platform, including but not limited to viruses, trojan horses, worms, logic bombs or other such materials;
Attempting to gain unauthorized access to, interfering with, damaging or disrupting any parts of the Platform, the server(s) on which the Platform is stored, or any server, computer or database connected to the Platform;
Otherwise attempting to interfere with the proper working of the Platform; and
Using the Platform in any way that violates any applicable federal, state or local laws, rules or regulations.
2.3 User Contributions
The Platform may contain personal web pages (i.e., your Portal) or profiles, forums, and other interactive features (collectively, "Interactive Services") that allow you and other users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions"). Any User Contribution you post to the Platform, including in your Portal, will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform.
You represent and warrant that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms, including and especially the Content Standards laid out below.
2.4 Content Standards
The following is a non-exhaustive list of types of User Contributions you are prohibited from posting on our Platform, including in your Portal:
Content that harasses others;
Content that is discriminatory or offensive;
Swearing, name calling and otherwise abusive content;
Pornographic and sexually explicit content;
Content displaying, depicting or suggesting violence;
Content that exploits or abuses children;
Content encouraging or committing illegal acts;
Content sharing personal information without consent;
Content infringing on someone’s rights, including intellectual property rights;
Content advertising products or services without our permission;
Content whose purpose is spamming others.
3. Disputes
3.1 DAMAGES AND LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO, DISPLAY OF OR USE OF THE PLATFORM OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THE PLATFORM, INCLUDING BUT NOT LIMITED TO YOUR RELIANCE UPON OPINIONS OR INFORMATION APPEARING ON THE PLATFORM; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED WEBSITES OPERATED BY THIRD PARTIES, PRODUCTS OR SERVICES OBTAINED THROUGH THE PLATFORM, WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, CONSUMER PROTECTION STATUTES OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, DESPITE THE LIMITATION ABOVE, THE COMPANY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE THAT ARISES OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED ABOVE, THEN THE LIABILITY OF THE COMPANY WILL IN NO EVENT EXCEED THE LESSER OF THE SERVICE FEES YOU PAID TO THE COMPANY IN CONNECTION WITH SUCH TRANSACTION(S) ON THE PLATFORM OR $500. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS OF USE INURE TO THE BENEFIT OF THE COMPANY. THE AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATING TO THE PLATFORM, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY THE COMPANY FROM YOU.
3.2 Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, in your Portal, your User Contributions, any use of the Platform's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Platform.
3.3 Governing Law and Dispute Resolution
These Terms shall be governed and construed in accordance with the laws of the state of California, United States, without regard to its conflict of laws provisions. THESE TERMS SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF INTERNATIONAL GOODS, THE UNIFORM COMMERCIAL CODE, NOR INCOTERMS. Any controversy or claim arising out of or relating to these Terms including but not limited to the interpretation or breach thereof shall be resolved in a court of competent jurisdiction in Orange County, California.
At the Company's sole discretion, it may require you to submit any disputes arising from these Terms or use of the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.
3.4 Waiver and Severability
Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between you and us regarding our Platform and supersede and replace any prior agreements we might have had with you regarding the Platform.
3.5 Your Comments and Concerns
All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: contact@consignr.app.
Terms of Service
LAST UPDATED:
May 3, 2024
These terms of service are entered into by and between you and Consignr, INC. ("Company," "we," or "us"). The following terms, together with any documents they expressly incorporate by reference (collectively, "Terms," or "Terms of Service "), govern your access to and use of our platform, which includes the websites located at https://consignr.app/, *.consignr.store and any subdomains or derivatives of such websites maintained by us (the “Websites”) and any content, functionality, and services offered on or through the Websites (collectively, the "Platform").
Please read these Terms of Service carefully before using our Platform as these Terms contain important information regarding limitations of our liability. Your access to and use of our Platform is conditional upon your acceptance of and compliance with these Terms. These Terms apply to everyone, including but not limited to visitors, users and others, who wish to access and use the Platform. By accessing or using the Platform, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you do not have our permission to access or use the Platform.
Changes to the Terms
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of the revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
1. Our Platform
1.1 About ConsignR
Our Platform is a multi-faceted inventory management tool designed to unify the experience around managing your retail business for sellers and consignors. Providing each store their own dedicated portal (each, a “Portal”) that is hosted on our Platform in our secure cloud infrastructure.
Our Platform integrates with your Shopify store, or other eCommerce or point-of-sale application (each an “eCommerce Platform”), allowing you to unlock tools to revolutionize your retail business by streamlining your inventory management, sales, payouts, and store locations all within our Platform. All purchases through our Platform, your Portal, or other transactions for the sale of goods, or services carried out through our Platform are governed by these Terms and any Terms of Sale applicable to the eCommerce Platform on which they were made, which are hereby incorporated into these Terms. You are solely responsible for verifying and complying with any such eCommerce Platform’s Terms of Sale.
THE PLATFORM IS PROVIDED “AS IS,” NO WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) SHALL APPLY TO THE PLATFORM, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
1.2 Intellectual Property Rights
The Company name and all related logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.
The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform.
1.3 Geographic Restrictions
The owner of the Platform is based in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
2. Use of the Platform
2.1 Access to Platform
We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform, including your Portal, is unavailable at any time or for any period.
To access the Platform, you may be asked to create an account or provide registration details or other information. When you create an account on our Platform, you guarantee that you are 18 years of age or older and that the information that you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Platform. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur on your Portal or under your account and/or password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Portal.
We have the right to disable any Portal, username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. You can terminate your account by contacting us.
2.2 Prohibited Uses
You may use the Platform only for lawful purposes and in accordance with these Terms. You agree that you will not perform any of the following prohibited uses:
Impersonating or attempting to impersonate Consignr, INC. or its employees, or representatives;
Engaging in any conduct that restricts or inhibits any person’s use or enjoyment of the Platform, or which, as determined in our sole discretion, may harm us or the users of this Platform or expose us or other users to liability;
Sending, posting, or uploading any material that does not comply with the Content Standards set out in these Terms.
Using the Platform in any manner that could disable, overburden, damage or impair the Platform or interfere with another party’s use of the Platform;
Using any robot, spider, or other similar automatic technology, process or means to access or use the Platform for any purpose, including monitoring or copying any of the material on this Platform;
Using any manual process or means to monitor or copy any of the material on this Platform or for any other unauthorized purpose;
Using any device, software, means or routine that interferes with the proper working of the Platform, including but not limited to viruses, trojan horses, worms, logic bombs or other such materials;
Attempting to gain unauthorized access to, interfering with, damaging or disrupting any parts of the Platform, the server(s) on which the Platform is stored, or any server, computer or database connected to the Platform;
Otherwise attempting to interfere with the proper working of the Platform; and
Using the Platform in any way that violates any applicable federal, state or local laws, rules or regulations.
2.3 User Contributions
The Platform may contain personal web pages (i.e., your Portal) or profiles, forums, and other interactive features (collectively, "Interactive Services") that allow you and other users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions"). Any User Contribution you post to the Platform, including in your Portal, will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform.
You represent and warrant that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms, including and especially the Content Standards laid out below.
2.4 Content Standards
The following is a non-exhaustive list of types of User Contributions you are prohibited from posting on our Platform, including in your Portal:
Content that harasses others;
Content that is discriminatory or offensive;
Swearing, name calling and otherwise abusive content;
Pornographic and sexually explicit content;
Content displaying, depicting or suggesting violence;
Content that exploits or abuses children;
Content encouraging or committing illegal acts;
Content sharing personal information without consent;
Content infringing on someone’s rights, including intellectual property rights;
Content advertising products or services without our permission;
Content whose purpose is spamming others.
3. Disputes
3.1 DAMAGES AND LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO, DISPLAY OF OR USE OF THE PLATFORM OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THE PLATFORM, INCLUDING BUT NOT LIMITED TO YOUR RELIANCE UPON OPINIONS OR INFORMATION APPEARING ON THE PLATFORM; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED WEBSITES OPERATED BY THIRD PARTIES, PRODUCTS OR SERVICES OBTAINED THROUGH THE PLATFORM, WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, CONSUMER PROTECTION STATUTES OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, DESPITE THE LIMITATION ABOVE, THE COMPANY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE THAT ARISES OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED ABOVE, THEN THE LIABILITY OF THE COMPANY WILL IN NO EVENT EXCEED THE LESSER OF THE SERVICE FEES YOU PAID TO THE COMPANY IN CONNECTION WITH SUCH TRANSACTION(S) ON THE PLATFORM OR $500. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS OF USE INURE TO THE BENEFIT OF THE COMPANY. THE AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATING TO THE PLATFORM, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY THE COMPANY FROM YOU.
3.2 Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, in your Portal, your User Contributions, any use of the Platform's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Platform.
3.3 Governing Law and Dispute Resolution
These Terms shall be governed and construed in accordance with the laws of the state of California, United States, without regard to its conflict of laws provisions. THESE TERMS SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF INTERNATIONAL GOODS, THE UNIFORM COMMERCIAL CODE, NOR INCOTERMS. Any controversy or claim arising out of or relating to these Terms including but not limited to the interpretation or breach thereof shall be resolved in a court of competent jurisdiction in Orange County, California.
At the Company's sole discretion, it may require you to submit any disputes arising from these Terms or use of the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.
3.4 Waiver and Severability
Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between you and us regarding our Platform and supersede and replace any prior agreements we might have had with you regarding the Platform.
3.5 Your Comments and Concerns
All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: contact@consignr.app.
Terms of Service
LAST UPDATED:
May 3, 2024
These terms of service are entered into by and between you and Consignr, INC. ("Company," "we," or "us"). The following terms, together with any documents they expressly incorporate by reference (collectively, "Terms," or "Terms of Service "), govern your access to and use of our platform, which includes the websites located at https://consignr.app/, *.consignr.store and any subdomains or derivatives of such websites maintained by us (the “Websites”) and any content, functionality, and services offered on or through the Websites (collectively, the "Platform").
Please read these Terms of Service carefully before using our Platform as these Terms contain important information regarding limitations of our liability. Your access to and use of our Platform is conditional upon your acceptance of and compliance with these Terms. These Terms apply to everyone, including but not limited to visitors, users and others, who wish to access and use the Platform. By accessing or using the Platform, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you do not have our permission to access or use the Platform.
Changes to the Terms
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of the revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
1. Our Platform
1.1 About ConsignR
Our Platform is a multi-faceted inventory management tool designed to unify the experience around managing your retail business for sellers and consignors. Providing each store their own dedicated portal (each, a “Portal”) that is hosted on our Platform in our secure cloud infrastructure.
Our Platform integrates with your Shopify store, or other eCommerce or point-of-sale application (each an “eCommerce Platform”), allowing you to unlock tools to revolutionize your retail business by streamlining your inventory management, sales, payouts, and store locations all within our Platform. All purchases through our Platform, your Portal, or other transactions for the sale of goods, or services carried out through our Platform are governed by these Terms and any Terms of Sale applicable to the eCommerce Platform on which they were made, which are hereby incorporated into these Terms. You are solely responsible for verifying and complying with any such eCommerce Platform’s Terms of Sale.
THE PLATFORM IS PROVIDED “AS IS,” NO WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) SHALL APPLY TO THE PLATFORM, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
1.2 Intellectual Property Rights
The Company name and all related logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.
The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform.
1.3 Geographic Restrictions
The owner of the Platform is based in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
2. Use of the Platform
2.1 Access to Platform
We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform, including your Portal, is unavailable at any time or for any period.
To access the Platform, you may be asked to create an account or provide registration details or other information. When you create an account on our Platform, you guarantee that you are 18 years of age or older and that the information that you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Platform. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur on your Portal or under your account and/or password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Portal.
We have the right to disable any Portal, username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. You can terminate your account by contacting us.
2.2 Prohibited Uses
You may use the Platform only for lawful purposes and in accordance with these Terms. You agree that you will not perform any of the following prohibited uses:
Impersonating or attempting to impersonate Consignr, INC. or its employees, or representatives;
Engaging in any conduct that restricts or inhibits any person’s use or enjoyment of the Platform, or which, as determined in our sole discretion, may harm us or the users of this Platform or expose us or other users to liability;
Sending, posting, or uploading any material that does not comply with the Content Standards set out in these Terms.
Using the Platform in any manner that could disable, overburden, damage or impair the Platform or interfere with another party’s use of the Platform;
Using any robot, spider, or other similar automatic technology, process or means to access or use the Platform for any purpose, including monitoring or copying any of the material on this Platform;
Using any manual process or means to monitor or copy any of the material on this Platform or for any other unauthorized purpose;
Using any device, software, means or routine that interferes with the proper working of the Platform, including but not limited to viruses, trojan horses, worms, logic bombs or other such materials;
Attempting to gain unauthorized access to, interfering with, damaging or disrupting any parts of the Platform, the server(s) on which the Platform is stored, or any server, computer or database connected to the Platform;
Otherwise attempting to interfere with the proper working of the Platform; and
Using the Platform in any way that violates any applicable federal, state or local laws, rules or regulations.
2.3 User Contributions
The Platform may contain personal web pages (i.e., your Portal) or profiles, forums, and other interactive features (collectively, "Interactive Services") that allow you and other users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions"). Any User Contribution you post to the Platform, including in your Portal, will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform.
You represent and warrant that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms, including and especially the Content Standards laid out below.
2.4 Content Standards
The following is a non-exhaustive list of types of User Contributions you are prohibited from posting on our Platform, including in your Portal:
Content that harasses others;
Content that is discriminatory or offensive;
Swearing, name calling and otherwise abusive content;
Pornographic and sexually explicit content;
Content displaying, depicting or suggesting violence;
Content that exploits or abuses children;
Content encouraging or committing illegal acts;
Content sharing personal information without consent;
Content infringing on someone’s rights, including intellectual property rights;
Content advertising products or services without our permission;
Content whose purpose is spamming others.
3. Disputes
3.1 DAMAGES AND LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO, DISPLAY OF OR USE OF THE PLATFORM OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THE PLATFORM, INCLUDING BUT NOT LIMITED TO YOUR RELIANCE UPON OPINIONS OR INFORMATION APPEARING ON THE PLATFORM; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED WEBSITES OPERATED BY THIRD PARTIES, PRODUCTS OR SERVICES OBTAINED THROUGH THE PLATFORM, WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, CONSUMER PROTECTION STATUTES OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, DESPITE THE LIMITATION ABOVE, THE COMPANY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE THAT ARISES OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED ABOVE, THEN THE LIABILITY OF THE COMPANY WILL IN NO EVENT EXCEED THE LESSER OF THE SERVICE FEES YOU PAID TO THE COMPANY IN CONNECTION WITH SUCH TRANSACTION(S) ON THE PLATFORM OR $500. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS OF USE INURE TO THE BENEFIT OF THE COMPANY. THE AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATING TO THE PLATFORM, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY THE COMPANY FROM YOU.
3.2 Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, in your Portal, your User Contributions, any use of the Platform's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Platform.
3.3 Governing Law and Dispute Resolution
These Terms shall be governed and construed in accordance with the laws of the state of California, United States, without regard to its conflict of laws provisions. THESE TERMS SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF INTERNATIONAL GOODS, THE UNIFORM COMMERCIAL CODE, NOR INCOTERMS. Any controversy or claim arising out of or relating to these Terms including but not limited to the interpretation or breach thereof shall be resolved in a court of competent jurisdiction in Orange County, California.
At the Company's sole discretion, it may require you to submit any disputes arising from these Terms or use of the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.
3.4 Waiver and Severability
Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between you and us regarding our Platform and supersede and replace any prior agreements we might have had with you regarding the Platform.
3.5 Your Comments and Concerns
All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: contact@consignr.app.