Seller Terms of Service
These terms and conditions create a contract between you and Closet Cash (the “Agreement”). Please read this Agreement carefully. To confirm your understanding and acceptance of the Agreement, sign the Agreement. You must agree to this Agreement if you wish to consign goods through Closet Cash.
Closet Cash’s Terms of Service located at, https://closetcash.com/terms-of-service and are also included in this Agreement, and apply to your and Closet Cash’s activities under this Agreement.
ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT UNTIL YOU OR CLOSET CASH TERMINATES IT.
Closet Cash markets and sells luxury designer items, jewelry, watches, and small home goods.
You would like Closet Cash to sell the items that you have sent to us or that we have collected from you (collectively, the “Property”) on a consignment basis. This means that you, not Closet Cash, will still own the Property, even after you transfer physical possession of the Property to Closet Cash. After Closet Cash receives or picks up Property from you, Closet Cash will send you an email in accordance with “Notices” at Section19 below, confirming the items of Property received. Once the items have been evaluated, inspected, and authenticated by the Closet Cash authentication team, you will be able to log into your “MyAccount” page on the Closet Cash site to view your items that have been accepted for consignment (the items are then “Accepted”) and the list price(s) assigned to those Accepted items. Please note that all prices are determined at Closet Cash’s sole discretion unless previously agreed to in writing. The Accepted items will then be processed and listed as available for sale on the site, and at Closet Cash’s sole discretion, may also concurrently be displayed and available for purchase at one of our retail store locations.
2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE
Closet Cash accepts the Property from you on a consignment basis only. You are responsible for all risk of loss or damage to the Property until Closet Cash takes physical possession of it; however, if you use Closet Cash’s approved, pre-paid shipping label and approved method of shipment to ship your Property, Closet Cash will assume the risk of loss or damage to the Property upon shipment. A “Shipment” means items of Property that are shipped together under one Closet Cash approved, pre-paid shipping label.
If an item of Property is damaged, stolen, or lost while in Closet Cash’s possession, it will be treated as Sold, (defined in “Title to Property” at Section 7 below) and Closet Cash will pay you a Commission (defined in “Commissions and Payment” at Section 8 below) on that item. The Commission will be based on the damaged, stolen, or lost item’s estimated Net Selling Price (defined in “Commissions and Payment” at section 8 below), which will be determined solely by Closet Cash. Except in New Jersey, this remedy shall constitute your sole remedy and entire recourse against Closet Cash for Property that is damaged, stolen, or lost and is in lieu of any other remedy otherwise available as a matter of law or equity.
3. PROPERTY ACCEPTANCE CONDITIONS
Upon receipt, Closet Cash will evaluate each item of Property to determine, at its sole discretion, its authenticity, quality, and value. The item’s condition will affect the valuation.
Closet Cash only Accepts Property for consignment: (a) that Closet Cash determines at its sole discretion to be in very good to excellent condition; (b) that is listed in Closet Cash’s current Designer Directory at the time of evaluation see https://closetcash.com/review-our-list-of-accepted-designers/ (c) that Closet Cash determines at its sole discretion to be authentic; and (d) for which the representations and warranties you make in the “Your Representations, Warranties, and Indemnification” section below are true. Property that does not meet the above requirements will not be accepted and will be either (1) returned to you at your expense or (2) with your approval, confirmed in writing, Closet Cash will donate your items to a charity of its choice (see “Unauthenticated Items” at Section 4 below and “Consignment Period and Return of Property” at Section 5 below for more information).
4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS
You are responsible for ensuring the authenticity of all Property you provide to us. If Closet Cash 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 Closet Cash determines at any time that an item of Property is counterfeit, Closet Cash shall notify you that it has made such a determination and you will have an opportunity to provide proof of purchase or other proof of authenticity acceptable to Closet Cash. You acknowledge and agree that any item Closet Cash finally determines to be counterfeit will not be returned to you and will be destroyed.
You acknowledge and understand that Closet Cash is subject to laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. Closet Cash takes such reports seriously and will cooperate with law enforcement in all investigations.
5. CONSIGNMENT PERIOD AND RETURN OF PROPERTY
The “Consignment Period” for each item of Property begins on the date Closet Cash Accepts the item for consignment and ends 365 days thereafter, even if this Agreement has been terminated during that time by you or Closet Cash. At any time during the Consignment Period, and subject to this provision, you may request in writing that Closet Cash return the item (a “Return Request”), so long as the item has not already been Sold. Once Closet Cash receives your Return Request, it will use commercially reasonable efforts to remove the item from ClosetCash.com (the “Site”), and from any of our retail store locations if applicable, before it is sold. It is your responsibility to ensure that Closet Cash has your most current contact information and mailing address.
(a) If the Return Request is made 90 days or less from the date Closet Cash Accepted the item of Property, Closet Cash will return the item within 30 days. Closet Cash will charge you the costs of the return, and in such a case, these costs shall be deducted from your pending Commissions. If you do not have enough pending Commissions available to cover the costs of return, Closet Cash shall have no obligation to return the item to you unless and until you pay Closet Cash the costs of the return prior to shipment.
Additionally, Closet Cash will charge you (i) a fee of $15 per item, which reflect Closet Cash’s up-front costs of storing, cataloging, and photographing the item in preparation for sale, plus (ii) applicable shipping costs.
(b) If the Return Request is made more than 90 days after Acceptance, the item will be returned within 30 days at Closet Cash’s expense and no fees will be added.
(c) If an item remains unsold at the end of the Consignment Period, Closet Cash will contact you and, at your option and Closet Cash’s expense, Closet Cash will: (i) return the item to you or (ii) donate the item to a charity of your or Closet Cash’s choice.
If at the end of the Consignment Period Closet Cash is unable, after using commercially reasonable efforts, to contact you at the email or physical address it has on file for you in accordance with the “Notices” at Section 19 below, the item may be donated to a charity of Closet Cash’s choice.
6. EFFORTS TO SELL; PRICE
So long as you comply with this Agreement, Closet Cash will display on the Site, and at Closet Cash’s sole discretion display and make available for sale at one of our retail locations, and will make commercially reasonable efforts to sell the Property. You acknowledge and agree that:
(a) Closet Cash in its sole discretion will determine the initial selling price for each item of Property (the “Initial Sale Price”) based on its evaluation of that item, together with its determination of the current market price for that item;
(b)Closet Cash may offer additional discounts during the Consignment Period, at its sole discretion and without notice to you, as a means to efficiently market and sell the Property, unless Closet Cash and you have otherwise agreed in writing to a specific price at which a specific item must be sold. You will continue to own and have title to each item of Property until that item is “Sold”. An item will be considered Sold when:
(a) it is sold by Closet Cash to a customer and not returned to Closet Cash within the period specified in Closet Cash’s then-current Return Policy see https://closetcash.com/shipping-returns/ or (b) it is lost, stolen, damaged, or destroyed while in Closet Cash’s possession.
7. COMMISSIONS AND PAYMENT
(a) The Commission Rate that will apply to Sales of your Property is bases on commission structure below.
90% is paid to consignor on anything that sells for $5000.00 or over.
85% Commission Rate back to consignor for items sold from $3,000.00- $4,999.00.
75% Commission Rate back to consignor for items sold from $1,000-$2,999.00.
70% Commission Rate back to consignor for items sold from $195-$999.
60% Commission Rate back to consignor for items sold from $100-$194.99.
50% Commission Rate back to consignor for all items $99.99 and under.
(b) An Authentication Fee of $100 will be charged on all designer handbags, or $150 if the item is a Hermes Birkin or Kelly. Authentication fees are paid upfront and removed from the first commission payment.
(c) The “Net Selling Price” means the price at which an item of Property is Sold, less applicable discounts, authentication fees and excluding taxes, shipping and insurance.
(d) Closet Cash may also, from time to time in its sole discretion, (i) for promotional reasons and without notice, offer Special Commission Rates that apply only to specific item categories, are offered for a specific period of time, or that have other special conditions and (ii) make other changes to its Commission structure and the Commission Rates upon at least fourteen (14) days’ notice to you as described in “Amendments to This Agreement” at Section 13 below.
(f) Calculation of Commissions. Closet Cash will pay you a Commission on each item of Property that is Sold. The Commission shall be equal to the item’s Net Selling Price multiplied by the applicable Commission Rate. The Commissions you receive for Sales of your Property are the sole compensation you will receive under this Agreement.
(g) Payments. Closet Cash typically begins processing Commission payments on the 15th day of every month for Sales that occurred during the previous month. For example, payments processed on April 15th would cover the sales period from March 1 through March 31. Payments will be made to you by physical check, direct deposit or, if you elect another payment method acceptable to Closet Cash, by such payment method. The timing of processing and delivering Commission payments will vary by the payment method you select but will typically take at least two business days.
(h) Disputes. If there is a dispute between you and Closet Cash, Closet Cash shall have no obligation to pay any Commissions or other amounts due to you, including without limitation, amounts unrelated to the dispute, unless and until the dispute is resolved. Closet Cash may withhold any Commissions due to you (including any due for Sold items of Property not subject to the dispute) in full or partial satisfaction of any amounts you owe to Closet Cash.
You and Closet Cash may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice and the costs listed under “Consignment Period and Return of Property” at Section 5, will apply.
9. NO ASSIGNMENT
You may not assign this Agreement or any interest you have in it without Closet Cash’s prior written consent. Any prohibited assignment is null and void.
10. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF CLOSET CASH’S SERVICES IS AT YOUR SOLE RISK. CLOSET CASH’S CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLOSET CASH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
CLOSET CASH MAKES NO WARRANTY THAT (A) CLOSET CASH’S SERVICES WILL MEET YOUR REQUIREMENTS OR (B) CLOSET CASH’S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM CLOSET CASH OR THROUGH OR FROM THE SITE OR CLOSET CASH’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
CLOSET CASH AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMAGES FOR LOSS OF
PROFITS, GOODWILL, USE, DATA, OR FOR OTHER INTANGIBLE LOSSES (EVEN IF CLOSET CASH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE CLOSET CASH’S SERVICES OR THE SITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C) THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (D) ANY OTHER MATTER RELATING TO THE SERVICES OR THIS AGREEMENT.
IN NO EVENT WILL CLOSET CASH’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING YOUR PROPERTY HEREUNDER.
THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF CLOSET CASH’S BUSINESS, AND CLOSET CASH WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH DISCLAIMERS AND LIMITATIONS.
PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS OF THIS AGREEMENT AND THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
11. YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
You hereby represent and warrant that (a) you have a good and marketable title to each item of Property and have the right to consign and sell the Property; (b) none of the Property is subject to any liens or other encumbrances; (c) the Property does not include counterfeit goods; and (d) the Property does not infringe upon, misappropriate, or violate any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation.
You hereby indemnify and hold Closet Cash harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Closet Cash as a result of or arising in any way out of Closet Cash’s display or sale of the Property, including but not limited to, civil or criminal suits over authenticity or ownership of Property, legality of sales, or copyright or trademark infringement. You expressly consent to jurisdiction of a federal or state court located in the State of California, City of Los Angeles with respect to any matter arising under this Section 12.
This Agreement, or the breach thereof, and all claims of any kind relating to or arising out of this Agreement and the relationship between you and Closet Cash, whether tort, contract, or statutory, shall be governed by the laws of California, without regard to its conflicts of laws principles.
12. AMENDMENTS TO THIS AGREEMENT
Closet Cash may update or change any of the terms and conditions of this Agreement at any time in its sole discretion upon 14 days’ notice, including as set forth above in “Commissions and Payment” at Section 8 above, and by notifying you in accordance with “Notices” at Section 19, below.
Revised terms will not apply to Property already Accepted for consignment prior to the effective date of those revised terms.
You shall be bound by all revised terms on the effective date, including any changes to the Commissions or Commission Rates, unless you terminate this Agreement before the effective date of the revised terms. If you do not agree to any revised terms, your sole recourse is to terminate this Agreement in accordance with “Termination” at Section 9 above before the effective date of the revised terms.
13. ENTIRE AGREEMENT
This Agreement sets forth the final, complete, and exclusive agreement between you and Closet Cash regarding the subject matter hereof and terminates and supersedes all prior understandings or agreements on such subject matter. Except as set forth in “Commissions and Payment” at Section 8 and “Amendments to this Agreement” at Section 13 above, this Agreement may be modified only by a writing signed by you and Closet Cash.
14. NO IMPLIED WAIVER
Any failure by you or Closet Cash to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision of this Agreement.
If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of the execution of this Agreement.
16. SURVIVAL OF TERMS AFTER AGREEMENT ENDS
Notwithstanding any other provision of this Agreement, any provision of this Agreement that imposes or contemplates continuing obligations on you or Closet Cash will survive the termination of this Agreement.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
If you have any questions or comments about this Agreement, the Site or Closet Cash’s services or wish to terminate this Agreement, please contact Closet Cash by email at firstname.lastname@example.org
You also may write to Closet Cash at:
Closet Cash, Corp.
Attn: Legal Department
30745 pacific coast highway #21 Malibu Ca 90265
Closet Cash shall provide all notices to you at the email address or physical address that you have provided to Closet Cash. You are solely responsible for keeping that information current with Closet Cash.
You hereby agree that all agreements, notices, disclosures, and other communications that Closet Cash provides electronically to you satisfy any legal requirement that such communications be in writing.
19. DISPUTE RESOLUTION
ARBITRATION AND CLASS ACTION WAIVER
This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a Class Action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt-out procedure described below.
Class Action Waiver
Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.
If this Class Action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and Closet Cash each waive any right to a jury trial.
Informal Dispute Resolution/Informal Process First
(a)Except for any controversy or claim relating to or arising from your representations, warranties, and indemnity obligations set forth in “Your Representations, Warranties and Indemnification” at Section 12 above, you and Closet Cash agree that, with respect to any matters, disputes, or claims between you and Closet Cash arising from or related to this Agreement or your relationship with Closet Cash, you and Closet Cash shall negotiate in good faith to informally resolve the problem or dispute. You agree that in the event of any dispute between you and Closet Cash, you will first contact Closet Cash and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action. If the problem or dispute is not resolved satisfactorily within 60 days after you or Closet Cash receives notice from the other party in accordance with “Notices” at Section 19 above, you or Closet Cash can submit the dispute to binding arbitration in accordance with the arbitration provisions below.
If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to Closet Cash 30745 Pacific Coast Highway #21 Malibu, CA 90265. The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Otherwise, the arbitration will be conducted in Los Angeles, CA. The arbitration will be conducted in the English language. California law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You and Closet Cash will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules, but if the applicable arbitration rules or laws require Closet Cash to pay a greater portion or all of such fees and costs in order for this Section 20.(b) to be enforceable, then Closet Cash will have the right to elect to pay the fees and costs and proceed to arbitration or to decline to do so, and have the matter resolved through the courts. The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” above. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16.
If you do not want to arbitrate disputes with Closet Cash and you are an individual, you may opt out of this arbitration agreement by sending an email to info@ClosetCash.com within thirty (30) days of the first of the date you access or use the Services.
(c) Exceptions. This agreement to arbitrate does not apply to claims filed on an individual basis in small claims court properly within that court’s jurisdiction and proceeding on an individual (non-class) basis. You and Closet Cash expressly agree that arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class-action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to claims between you and Closet Cash. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in this Agreement, if any portion of this “Exceptions” provision is deemed invalid or unenforceable, then the entire Arbitration Provision (other than this sentence) shall not apply.
(d) Voluntary and Knowing Waiver.
BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY, AND NOT IN ANY REPRESENTATIVE CAPACITY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.