Terms & Conditions

RESELLER TERMS AND CONDITIONS OF USE

Raven + Lily (“R+L”) owns and operates one or more web applications, websites and other online programs on which you may view and purchase merchandise at wholesale, provide comments and feedback, obtain pricing, and purchase goods (together the “Services”).  As used herein, the terms “you”, “your,” “yours” and “customer” refer to the user or registered user using the Services.  If you are accessing or using the Services in your capacity as an employee or other representative of an organization or business, such access shall be on behalf of you and such organization, and you further represent and warrant that you have the authority to bind such organization, as applicable, to these Terms and Conditions.  The terms “Raven + Lily”, “R+L,” “we”, “us” and “our” refer to Raven + Lily PBC, and its related or affiliated companies.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE CREATING ANY R+L USER ACCOUNTS OR UTILIZING ANY R+L SERVICES.  BY CREATING AN ACCOUNT OR BY DOWNLOADING OR USING ANY OF THE R+L SERVICES, YOU AFFIRM THAT YOU ARE ABLE AND LEGALLY COMPETENT TO ACCEPT AND AGREE TO THESE TERMS AND R+L’S PRIVACY POLICY. IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE ANY OF THE SERVICES.

By accessing or using the Services, clicking to accept these Reseller Terms of Use, or otherwise accepting these Reseller Terms of Use through any other method specified by R+L, you accept and agree with the terms and conditions of use set out below (the “Terms and Conditions”).  In addition to these Terms and Conditions and any additional terms, the R+L privacy notice, found at (the “Privacy Policy”) will govern how personal information you submit on the Services will be used, and together they form the agreement between you and us (the “Agreement”).  Nothing in this Agreement will be deemed to confer any third-party rights or benefits.

THIS AGREEMENT CONTAINS DISCLAIMER AND OTHER PROVISIONS THAT LIMIT R+L’S LIABILITY TO YOU.

If you do not agree to accept and comply with this Agreement, you should not access, browse or otherwise use the Services.

This Agreement applies to all users of the Services.  As a user, you represent and warrant that you either have reached the age of majority in your jurisdiction of residence, or are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. In any case, you affirm that you are over the age of thirteen (13).

R+L reserves the right, at any time, to modify, alter, or update this Agreement, and you agree to be bound by such modifications, alterations, or updates (“Modifications”). Such Modifications will be effective immediately upon notice to you, which may be given by any means, including but not limited to posting on the Services or by electronic or conventional mail. Your use of the Services following any such Modification constitutes your agreement to follow and be bound by this Agreement as modified.

I. ACCOUNTS, ELIGIBILITY, AND CANCELLATION

To use certain Services, you will need to create an Account.  If you create an Account you agree you will: (i) create only one Account; (ii) provide honest, accurate, current and complete information; (iii) keep your information updated and accurate; (iv) keep your Account password private and not share it with others; and (v) notify R+L if you discover or suspect that your Account has been hacked or its security breached.

You may never use another user's Account without permission. By creating an Account, you represent and warrant that the information you provide is true and that you will keep it up to date. You are solely responsible for any use or misuse of your Account and must notify R+L immediately of any breach of security or unauthorized use of your Account. Although R+L will not be liable for your losses caused by any unauthorized use of your Account, you may be liable for the losses of R+L or others due to such unauthorized use.

II. USE AND RESTRICTIONS

  1. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the email and/or billing address/phone number listed in your account information.

  2. By placing an order for goods using our Services, you agree that you will only resell the goods purchased (“Products”) direct to consumers through a physical store or online store that you own and operate. You agree not to sell the goods to any third party retailer.

  3. In the event you receive Products that are damaged or defective, you must notify R+L within fourteen (14) days of receipt in order to be eligible for an exchange or refund. R+L is not obligated to provide any replacement or refund for damages or defective goods if notified beyond fourteen (14) days from the date of receipt. Upon timely notification and proof of defect or damage, R+L will, at its sole discretion, provide a replacement or refund.  R+L may, it its own expense and in it’s sole discretion, require a return of the damaged or defective good before issuance of a replacement or refund.

  4. You understand that the Products are artisan goods and may have slight variations from product to product such as style or color variations. These types of variations shall not render the Product(s) damaged or defective as described above.

III. PRODUCTS AND SERVICES WARRANTY AND LIMITATIONS

  1. R+L warrants that the manufacture, labeling, packaging and shipping of Products shall be in accordance with good manufacturing practices prevailing in the industry. The goods shall be of high quality as to workmanship, design and materials used therein. R+L accepts no responsibility for the resale of the goods. R+L provides no other warranties, express or implied, other than what is set forth expressly herein.

  2. THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR OTHER TERMS OF ANY KIND. R+L DOES NOT REPRESENT, WARRANT OR COVENANT THAT THE SERVICES WILL BE AVAILABLE OR ERROR FREE.

  3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, R+L DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), INCLUDING THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

IV. INTELLECTUAL PROPERTY

  1. Unless otherwise noted, our website content and all features and materials related to the Services, including text, images, illustrations, designs, icons, photographs, video clips and other content, and the copyrights, trademarks, trade dress and/or other intellectual property in such materials (collectively, the "Contents"), are owned, controlled or licensed by R+L.

  2. The Sites and the Contents are intended solely for use by R+L to promote its goods and serviced in the United States. You may not download or copy the Contents and other downloadable materials displayed by the Services without permission. No right, title or interest in any downloaded Content is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or exploit in any way any of the Contents or the Services.

  3. Notwithstanding the above, for Content uploaded or otherwise provided by you that is covered by intellectual property rights, including comments and ideas, you grant R+L a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, copy, distribute and perform any Content or derivatives of it, with or without your name or username. This grant ends when you delete your Content or your Account unless your Content has been shared with others, and they have not deleted it.

  4. However, you agree that R+L is perpetually free to use any ideas, concepts or know-how that you provide to R+L through the Services. You acknowledge and agree that R+L is not responsible for the use of your Content by third parties who view your Content and that R+L shall be under no obligation (1) to maintain your Content in confidence; (2) to pay compensation for your Content; or (3) to respond to your Content. We have the right but not the obligation to monitor and edit or remove any Content submitted by a customer.

  5. You agree that your Content will not violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Sites. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead Gap Inc. or third parties as to the origin of any Content. You are solely responsible for any Comments you make and their accuracy. R+L takes no responsibility and assumes no liability for any Content posted by your or any third party.

  6. Trademarks. Except as expressly provided for herein, this Agreement does not grant you the right to use R+L’s trademarks, trade names or service marks (“R+L Marks”), or other designations in any promotion or publication, without prior written consent. R+L hereby grants to you permission to use the R+L Marks only to the extent necessary to promote resale of the Products provided (1) you do not display any R+L Mark in a manner that would suggest an affiliation with you other than as a vendor/supplier, (2) you display the R+L Marks in a manner that is consistent with R+L’s brand guidelines, as may be set forth from time to time, (3) you do not register or attempt to register any R+L Marks, either alone or in combination with other words, as keywords, social media handles, domain names, corporate names or trademarks, (4) you do not alter or combine any images of R+L Marks that may, from time to time, be made available to you for promotional purposes, and (5) you use proper marking or legends to indicate R+L’s ownership in the R+L Marks.

V. ACCESS AND ACCOUNT TERMINATION

R+L reserves the right to deny or revoke access to the Services or any part thereof, or to otherwise terminate a user's access to its Services, at any time in its sole discretion, with or without cause and without notice to you.

VI. Errors, Inaccuracies, and Omissions

  1. Information on our Services may contain typographical errors, inaccuracies, or omissions that relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information on the Sites is inaccurate at any time without prior notice (including after you have submitted your order).

  2. While R+L endeavors to ensure that the Services are available at all times, R+L will not be liable if, for any reason, the Services are unavailable at any time or for any period.

  3. We have made every effort to display as accurately as possible the colors and styles of our products that appear at the Sites. We cannot guarantee that the display of any color or style on your computer or mobile device will be accurate.

VII. PRICING AND PAYMENT POLICY

  1. The strike through or listed price represents a price at which the product is currently offered. The price may have been different recently or in a past season or year, and may be different in the near future.  R+L will not provide any credits as a result of a change in price after purchase.

  2. Payment is due in full at time of order. No orders will be processed until payment in full has been received.

VIII. LIABILITY

YOU ACKNOWLEDGE THAT YOUR USE OF SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, R+L, ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING OR PUBLISHING CONTENT OR MAINTAINING OR DELIVERING THE SERVICES) AND THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND AGENTS OF R+L EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGE ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION AND WHETHER IN TORT, IN CONNECTION WITH THE SERVICES IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, UNAUTHORIZED ACCESS TO OR ALTERNATION OF YOUR SUBMISSIONS, CONTENT, OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PERSON ON THE SERVICES, ANY OTHER MATTER RELATED TO THE SERVICES AND ANY WEBSITES LINKED TO THE SERVICES, OR THE MATERIAL ON SUCH WEBSITES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, CONTENT, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE R+L WEBSITE OR YOUR DOWNLOADING OF ANY CONTENT FROM SUCH WEBSITE OR ANY OTHER WEBSITE LINKED TO SUCH WEBSITE.

IX. DISPUTE RESOLUTION, ARBITRATION, CLASS ACTION WAIVER, AVAILABLE REMEDIES, GOVERNING LAW AND JURISDICTION

PLEASE READ THIS FOLLOWING CLAUSE CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

  1. Dispute Resolution Generally. By using or otherwise interacting with the Services, you agree to that (i) any and all disputes, claims, and causes of action arising out of or in connection with the Services shall be resolved individually without resort to any form of class action; (ii) any claims, judgments and awards shall be limited to reasonable and actual out-of- pocket costs incurred, but in no event attorney's fees; and (iii) under no circumstances will you be permitted to obtain any award for, and you hereby waive all rights to claim, punitive, incidental, indirect or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than damages for reasonable and actual out-of-pocket expenses. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or mediation.

  2. For New Jersey residents, the limitations set forth above are inapplicable where attorneys’ fees, court costs, or other damages are mandated by statute.

  3. MEDIATION. IF THE PARTIES DO NOT REACH AN AGREED UPON SOLUTION WITHIN A PERIOD OF THIRTY (30) DAYS FROM THE TIME INFORMAL DISPUTE RESOLUTION IS PURSUED AS SET FORTH ABOVE, THEN THE PARTIES MUST FIRST MEDIATE ANY REMAINING CONTROVERSY OR CLAIM ARISING OUT OF YOUR USE OF THE SERVICES PRIOR TO FILING A LAWSUIT. 
  4. CLASS ACTION AND CLASS ARBITRATION WAIVERBY USING, SETTING UP AN ACCOUNT, THROUGH OR OTHERWISE INTERACTING WITH THE SERVICES, YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SERVICES WILL BE RESOLVED INDIVIDUALLY WITHOUT RESORT TO ANY FORM OF CLASS ACTION.

  5. Exclusive Venue for Litigation. The parties expressly consent to exclusive jurisdiction in Travis County, Texas, for any mediation or litigation.  The Parties irrevocably consent to personal jurisdiction in Texas for any mediation or litigation and hereby waive, for all purposes, their right to challenge the lack of personal jurisdiction of Texas over any litigation arising in connection with, out of, or as a result of (i) these Terms and Conditions or the Services, and (ii) any acts or omissions of any of the parties in connection with these Terms and Conditions or the Services.

  6. Governing Law & JurisdictionAll disputes in connection with the Services and any Content generated through the Services, shall be governed by, and construed in accordance with, the laws of the State of Texas without giving effect to the conflict of laws rules thereof.

  7. ConfidentialityYou agree not to disclose R+L’s proprietary information, algorithms, or any other confidential information, communications, statistics, or performance metrics of R+L, without the prior written consent of R+L.


X. WAIVER

The delay or omission by either party to enforce or exercise any terms or right pursuant to this Agreement will not impair any such term or right nor be construed to be a waiver thereof and will in no way affect the other party’s right later to enforce it. Any waiver by either party of any covenants, conditions or agreements to be performed by the other party will not be construed to be a waiver of any succeeding breach thereof or any covenant, conditions or agreement herein contained.

XI. THIRD PARTY LINKS

The Services may contain links to third party websites that are not owned or controlled by R+L. R+L has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, R+L will not and cannot censor or edit the content of any third-party site. By using the Services, you expressly relieve R+L from any and all liability arising from your use of any third-party website.

Accordingly, we encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each other website that you visit.

XII. ASSIGNMENT

You may not assign any of your rights or obligations hereunder without the prior express written consent of R+L. Any attempt by you to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. R+L may assign this Agreement together with all rights and obligations hereunder, without restriction, including to a successor entity resulting from a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

XIII. MISCELLANEOUS

If any part of these Terms and Conditions is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity or enforceability of any remaining provisions. Any information related to your use of the Services for illegal purposes will be provided to law enforcement authorities. This Agreement, as well as R+L’s Privacy Policy, constitutes the entire agreement between the parties relating to the use of the Services and supersedes and replaces any prior agreement and communication between the parties relating thereto.

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