TERMS AND CONDITIONS

Welcome to EndAnd.com (operated by EndAnd Luxury Inc. and its affiliates, collectively, “EndAnd”), the online luxury fashion authentication marketplace where registered commercial members certify items in select categories for authenticity, and users list for sale and ship those items. Endand.com is provided to you “as is,” by EndAnd Luxury Inc. By clicking on the registration or new account submission, or by in any way accessing or using our website, network, mobile application, or other services provided by EndAnd (collectively, the “Services”), or accessing any content provided by EndAnd through the Services, you agree to be bound by the following terms, conditions, and policies, as updated from time to time (“Terms of Use”), and you agree that you have read, understand, and agree to the terms, condition, and policies contained herein, whether or not you are a registered member in EndAnd.com. If you do not accept this Agreement and all of its terms, you may not use the Services in any manner for any purpose. We may change this Agreement from time-to-time without specifically notifying you.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE YOU START TO USE THE SERVICES. BY USING OUR WEBSITE, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, CONDITIONS, AND POLICIES.

ELIGIBILITY

You must be at least 18 years of age to use the Services. By agreeing to these Terms of Use, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your membership and your use of the Services is in compliance with all applicable laws and regulations.

MEMBERSHIP REGISTRATION

When you register as a member, you may be required to provide us with some information about yourself, such as email address or other contact information. You agree that the information you provide is accurate, truthful, and complete information, and that you will keep it accurate and upto-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account. You may not share your user account with others. Unless you have entered into a commercial agreement with EndAnd permitting you to use the Services for transactions on behalf of another person, you may use the Services for transactions only on your own behalf, and not on behalf of any other person or entity. By the terms of this Agreement you are fully responsible for all usage of your account as well as for any actions and consequences that take place on EndAnd.com by the use of your account and membership. All membership registration, including commercial membership registration, is subject to review by EndAnd, and EndAnd reserves the right to terminate any membership, including user accounts, at any time for any reason or no reason at all.

USER RESPONSIBILITY

By the terms and conditions of this Agreement as a registered member, you agree not to: (a) data mine other members' information by any means, for any purpose; (b) use our website for unlawful purposes in any manner or way; (c) use automated registration bots; (d) misrepresent one’s self or impersonate another, including for the purpose of registering as a member in EndAnd.com; or (e) attempt to unlawfully access any account, images, or other content that is being granted to your membership account. Please also refer to our “FAQ/Policy” for user policy guidelines.

PRODUCT; SERVICES; AND USER DISPUTES

All products and brands offered and sold on EndAnd.com are maintained and distributed by the respective users. The respective owners of brands identified on EndAnd.com are not involved in the authentication of the products offered for sale, and neither those respective brand owners nor EndAnd assumes any responsibility for any products purchased (or sold) from or through our website. EndAnddoes not guarantee that the product offered for sale, listed, or successfully sold are authentic, or will be sold at a particular price.

Product details such as a product description, prices, and availability may contain errors and/or omissions. EndAnd does not guarantee under any circumstances any product(s) listed on our website by the users and is not responsible for any damages arising from the use of our website.

BY USING THE SERVICES AND OUR WEBSITE, you are agreeing that all disputes between you and any buyer or seller of products arising from or related to use of the Services or website shall be resolved by EndAnd, in which case, EndAnd shall attempt to do one of the following: (i) cause seller to refund the full amount of the proceeds, minus any fees, or (ii) maintain the status quo of the disputing parties so that the transaction is not disturbed. All such resolution or determination by EndAnd shall be final and binding upon the disputing parties.

FEES

You may be required to pay fees to access certain features of the Services, including a “Sales Fee” (please refer to our “Authentication Guide” for a specific fee schedule). All fees are in U.S. dollars and are non-refundable. If EndAnd.com changes the fee schedule for all or part of the Services, it will provide advance notice of those changes through its website, and it is your responsibility to check the website for the currently applicable fee schedule. EndAnd will have one or more independent third-party payment processing company process all payments on our website, and the third-party payment processor shall complete all transactions using the method specified at the time of purchase. You authorize EndAnd to charge to that payment method all fees as described in these Terms of Use, including Sales Fee, for the Services. If you pay any fees with a credit card, EndAnd or its third-party payment processing company may seek preauthorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. In no circumstances shall EndAnd be responsible for any acts, omissions, or malfeasance of the authorized third-party payment processing company, and you agree to release and hold harmless EndAnd from all such losses, liabilities, damages, costs or expenses, including attorneys’ fees and defense costs.

USE OF SERVICES

As long as you comply with these Terms of Use, EndAnd grants you a non-exclusive, limited, revocable, personal, non-transferable license to use the Services. If you are a commercial user, in addition to the use of the Services, you shall have the option to provide authentications of the listed products, to the extent permitted by applicable law. EndAnd shall not be responsible for the accuracy of any authentication offered through or in connection with the Services.

Except as expressly stated herein, these Terms of Use do not provide you with a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party web sites or otherwise.

Notwithstanding anything to the contrary herein, commercial users are encouraged to provide multiple authentications because it can lead to lower Sales Fees, higher seller levels, and higher priority listings.

EXTERNAL LINKS

EndAnd.com reserves the right to hyperlink to other websites that may include additional Terms of Use. By accessing and using those external websites, you may also be subject to the Terms of Use of each of those individual external websites outside the domain EndAnd.com. In the event that the Terms of Use on any of the other websites conflict with any terms and conditions contained herein, the Terms of Use of the other website will take precedence.

PROHIBITED USE

BY USING THE SERVICES, YOU AGREE NOT TO: (i) reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble, or reverse engineer any portion of the Services, except as explicitly permitted under these Terms of Use; (ii) provide/post/authorize a link to any of the Services; (iii) remove or modify any copyright or other intellectual property notices that appear in the Services; (iv) use the Services in any way that is unlawful, or harms EndAnd, its service providers, suppliers, or any other user; (v) distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services; (vi) impersonate another person or entity or misrepresent your affiliation with another person or entity; (vii) reproduce, publicly display, or otherwise make accessible on or through any other website, application, or service any reviews, ratings, and/or profile information about luxury goods posted in the Services, underlying images of or information about listings in the Services, or other data or content available through the Services, except as explicitly permitted in writing by EndAnd for a particular portion of the Services; (viii) upload invalid data, viruses, worms, or other software agents to the Services; (ix) interfere with or compromise the system integrity or security of the Services, or otherwise bypass any measures EndAnd may use to prevent or restrict access to the Services; (x) conduct automated queries (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity with the purpose of obtaining information from the Services) on the Services; (xi) use any of EndAnd’s trademarks or other intellectual property as part of your screen name or email address on the Services; or (xii) attempt to, or permit or encourage any third party to, do any of the above.

LICENSE GRANT

Certain portions of the Services may allow users to upload images, photos, video, data, text, and other content (“User Materials”). By uploading User Materials to the Services, you grant EndAnd an irrevocable, perpetual, royalty-free worldwide license to: (i) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your User Materials, in connection with the Services, or in any other media; and (ii) sublicense these rights, to the maximum extent permitted by applicable law. EndAnd will not pay you for User Materials or for exercising any rights related to User Materials set forth in the preceding sentence. EndAnd may remove or modify your User Materials at any time without notification to You. You are solely responsible for all User Materials made through your membership account(s) on the Services or that you otherwise make available through the Services. For all User Materials, you represent and warrant that you are the creator and owner of the User Materials, or have the necessary licenses, rights, consents, and permissions (including all permissions required under applicable privacy and intellectual property law) to authorize EndAnd and other users to access and use your User Materials as necessary to exercise the licenses granted by you under these Terms of Use, and you agree to indemnify and hold harmless EndAnd, including payment of attorneys’ fees and defense costs, in connection with any dispute related to your User Materials.

EndAnd is under no obligation to edit or control your User Materials or the User Materials of any other User and will not be in any way responsible or liable for any User Materials. EndAnd may, however, at any time and without prior notice, screen, remove, edit, or block any User Materials on the Services, including User Materials, that in EndAnd’s sole judgment violate these Terms of Use or are otherwise objectionable. You understand that when using the Services, you may be exposed to User Materials of other users and acknowledge that User Materials may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you may have against EndAnd with respect to User Materials. EndAnd expressly disclaims any and all liability in connection with User Materials. If notified by a user or content owner that User Materials allegedly do not conform with these Terms of Use, EndAnd may investigate the allegation and determine in EndAnd’s sole discretion whether to remove the User Materials, which EndAnd reserves the right to do at any time and without notice.

TRADEMARK

Private labels, trademarks, logos, and artwork, of each of the manufacturers and vendors displayed within EndAnd.com are proprietary of their respective owners.

EndAnd.com, its logos, graphics, artwork, headers, and source code are registered trademarks. Copying or reproduction without written permission of EndAnd is strictly forbidden.

INTELLECTUAL PROPERTY

The Services are owned and operated by EndAnd. The user interfaces, design, information, data, code, products, software, graphics, and all other elements of the Services (“EndAnd Materials”) provided by EndAnd are protected by intellectual property and other laws and are the property of EndAnd or EndAnd’s third-party licensors. Except as expressly allowed by these Terms of Use, you may not make use of the EndAnd Materials, and EndAnd reserves all rights to the EndAnd Materials and Services not expressly granted in these Terms of Use.

The names of actual companies, products, and services mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved. EndAnd does not assert copyright or grant any rights to the underlying images or descriptions of products listed through the Services. Any use of these images and descriptions is subject to the copyright owner’s permission and the requirements of applicable law.

COPYRIGHT INFRINGEMENT AND COMPLAINTS

We strictly abide by and respect intellectual and proprietary content of others. If we determine that any content posted on EndAnd.com, including but not limited to images, identity logos, trademarks, or artwork in User Materials, is infringing under a copyright or trademark, we will promptly remove or disable access to the content in accordance with the Digital Millennium Copyright Act (DMCA).

If you see any possible copyright infringement, please report it using our “Report” form with details of the infringement.

CANCELLATION/TERMINATION/CHANGES TO THE AGREEMENT

Except as stated in separate product-specific agreements, you may cancel your account at any time by accessing your account and following the “Close Account” icon. If you cancel your account, you remain obligated to pay all outstanding fees and costs incurred prior to the cancellation related to your use of the Services.

If you violate any provision of these Terms of Use, your permission from EndAnd to use the Services shall terminate automatically without prior notice. In addition, EndAnd may, at its sole discretion, terminate your account, suspend or stop your access to the Services at any time for any or no reason given, with or without notice.

EndAnd may alter, suspend or discontinue the Services or any portion of the Services without notice. EndAnd will not be liable whatsoever for any change to the Services, including any of its terms, conditions, and policies, or for any suspension or termination of your access to or use of the Services. EndAnd reserves the right to change the terms, condition, and policies, including these Terms of Use, at any time in its sole discretion on a going-forward basis. We will make commercially reasonable efforts to notify you of any material changes which may affect the Services, including its terms, conditions, and policies by posting such changes on the website.

Your continued use of the Services after the effectiveness of such changes, including all revised version of the Terms of Use, will constitute acceptance of and agreement by you of any such changes. You further waive any right you may have to receive specific notice of such changes to these Terms of Use and its terms, condition and policies. You are responsible for reviewing the website to determine if there have been any changes in the Terms of Use.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless EndAnd, its affiliates, and their respective directors, officers, employees, and agents from any and all claims and demands (including any infringements by you of any intellectual property or other rights of any person or entity), including attorneys’ fee or costs incurred in connection therewith, made by any third party relating to or arising out of: (a) your access to or use of the Services; (b) your breach of these Terms of Use; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party; (e) any User Materials you upload to, or otherwise make available through, the Services; (f) your willful misconduct; and (g) any other party’s access to and/or use of the Services using your account and password. EndAnd reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with EndAnd’s defense of that claim.

CHOICE OF LAW; DISPUTES

These Terms of Use are governed by the laws of the State of New York, U.S., without giving effect to conflict of laws principles.Any dispute or claim relating in any way to your use of the Services, or to any products or services sold or distributed by EndAnd or through EndAnd.com will be resolved by binding arbitration with a single arbitrator, rather than in court, and in accordance with the applicable rules of the American Arbitration Association (“AAA”). Any such arbitration will be limited to one day and each party will be solely responsible for its own attorneys’ fees and costs, including any fees or costs payable to the AAA or the arbitrator.In the event that any portion of these Terms and Conditions is deemed by a court to be invalid, the remaining provisions shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related the use of EndAnd.com must be filed within one year after such claim or cause of action arose.

DISCLAIMERS AND LIMIATION OF LIABILITY; EXCLUSIVE REMED

IN NO EVENT WILL ENDAND OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OR ACCESS, OR INABILITY TO USE OR ACCESS, THE SERVICES OR ANY MATERIALS ON THE SERVICES, WHETHER BASED ON (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION OR REMEDY AVAILABLE AT LAW OR IN EQUITY, EVEN IF ENDAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ENDAND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (E) ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS; (F) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (G) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (H) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (I) ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (J) USER MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THE AGGREGATE LIABILITY OF ENDAND AND ANY OF ITS AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (i) THE AMOUNT YOU HAVE PAID TO ENDAND FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIMS; OR (ii) $100. AS PART OF ANY CLAIM AGAINST ENDAND OR ITS AFFILIATES, YOU AGREE TO WAIVE YOUR RIGHT TO SEEK OR RECOVER INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL AND PUNITIVE DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT OF THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.

IF YOU ARE DISSATISFIED WITH THE PRODUCTS AND SERVICES OFFERED IN THIS WEBSITE, OR ANY PORTION THEREOF, YOUR EXCLUSIVE REMEDY SHALL BE TO CEASE ALL ACTIVITIES ON ENDAND.COM.