Last Updated: October 13, 2022
These are the terms and conditions of use for https://resoled.app (“Site”). The Site is operated by RESOLED.APP LTD of 27 Gossamer Gardens, London, England, E2 9FN (“Resoled,” “we,” “us”, or “our”) and is a live marketplace that allows users to research, buy and sell certain consumer goods.
These Terms and Conditions of Use, our Marketplace FAQs (the “FAQS”), and all other requirements posted on our websites, all of which are incorporated into these Terms and Conditions of Use by reference and as amended from time to time (collectively, “Terms”) describe the terms and conditions on which we provide our websites (the “Sites”), services, data, software, applications (including mobile applications) and tools (collectively “Services”) to you, whether as a guest or a registered user.
In these Terms, “you” and “your” refer to (a) you, the individual accessing and/or using the Services, (b) any electronic agent accessing the Sites and/or using the Services on behalf of an individual or business entity, and (c) the business entity on whose behalf an individual or electronic agent is accessing the Sites and/or using the Services.
By using our Sites and Services, or by clicking to accept these Terms, you accept and agree to be bound and abide by these Terms in full. If you do not agree to these Terms, do not use our Sites or any portion of the Services. For all purposes, the English version of the Terms shall be the original, binding instrument and understanding of the parties. In the event of any conflict between the English version of the Terms and any translation into any other language, the English version shall prevail and control.
These Terms contain provisions that govern how claims between you and us are resolved (see Section 14, Disputes with Resoled below).
1. Changes to Terms and Policies.
Resoled may in our discretion change these Terms (including the FAQs or any policy) at any time, but if we do, we will place a notice on our Site. We may also send you an email and/or notify you by some other means. Changes take effect on the date set out in the Terms. You should view these Terms often to stay informed of any changes that may affect you. YOUR CONTINUED USE OF THE SITE AND/OR SERVICES AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY OF THE CHANGES, YOU MUST CANCEL YOUR ACCOUNT AND NOT USE ANY PORTION OF THE SERVICES.
2. About Resoled Live Marketplace.
The Site and Services are intended for use only by persons who are at least 18 years of age. By using the Site and Services you confirm that you meet this requirement and that, if you are under the age of 18, you have received permission from your parent or guardian before using the Site and Services.
Resoled allows third party sellers to list and sell their products in a live marketplace on the Site and Services. Sellers’ products will be made available for sale on all of our Sites and mobile applications. Buyers and sellers must create an account to purchase or sell items on the Resoled platform (see Section 3). Buyers and sellers can delete or deactivate their account by following the options available on our FAQ page, as updated from time to time.
- Matching: Buyer may place bids, and seller may place asks on the platform for specific items. If a seller uses the Resoled platform to place an item for a fixed or minimum price, the seller makes a binding offer to conclude a contract for this item at this fixed or minimum price. If a buyer uses the Resoled platform to place a bid offering a fixed or maximum price for a specific item, the buyer makes a binding offer to conclude a contract for this item at this fixed or maximum price.
- Buy now: The seller may also activate the “buy now” function. If the buyer uses the “buy now” feature, which will attempt to automatically match a buyer with a seller at the lowest overall ask price, the contract will be concluded at the moment where the buyer clicks on the “Buy now” button and the transaction is successfully completed.
- Sell now: If the seller uses the “sell now” feature, which will attempt to automatically match a seller with a buyer at the highest bid, the contract will be concluded at the moment where the seller clicks on the “Sell now” button and the transaction is successfully completed.
In these scenarios the contract is concluded between buyer and seller under the condition that the article’s authenticity is approved by Resoled.
A further description of the live marketplace process and the rules applicable to buyers and sellers is available on our FAQ page, as updated from time to time. While Resoled as the platform provider helps facilitate transactions that are carried out on the Resoled platform, Resoled is neither the buyer nor the seller of the seller’s products. Resoled provides a venue for sellers and buyers to negotiate and complete transactions. Accordingly, the contract formed at the completion of a sale for these third-party products is solely between the buyer and seller. Although Resoled might provide historical pricing data to the buyer and seller, we do not set prices for the items and Resoled is not an auctioneer.
The Services are accessible to certain international sellers and buyers. Resoled may provide access to certain features and tools to international sellers and buyers, such as estimated local currency conversion and integrated international shipping, customs and tax tools. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.
3. Accounts, Passwords, and Security.
To view or browse the live marketplace, you must create an account using an email address and password or other account creation tools offered on the Services, such as a social media account. To offer items for sale (“Ask”) or offer to purchase items (“Bid”), you must create an account and have a valid credit card or other approved payment method on file with our third-party payment processors. You agree that we may charge your credit card or other payment method for amounts you owe as described in these terms, as well as any costs or losses arising from your violation of the Terms. When you register to create an account with us, you agree to provide accurate information about yourself and must not register under a false name or age or use an unauthorized payment method. If you use any Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree to notify Resoled immediately upon learning of any unauthorized use of your account or password, or any other unauthorized access or breach of security. However, you may be held liable for losses incurred by Resoled or any other person or entity due to another person using your account or password. You may not use any other user’s account or password at any time without the express permission and consent of the holder of that account or password. You may not transfer or assign your account.
4. Fees, Promotional/Discount Codes and Taxes.
5. Authentication; Shipping and Handling.
As part of the purchase transaction, the seller will ship the item to Resoled and Resoled will visually inspect the item and use commercially reasonable efforts to confirm it is authentic and meets our condition standards. If Resoled determines the item is authentic and meets our condition standards, Resoled will ship the item to the buyer. If Resoled cannot reasonably confirm the authenticity of the item or determines it is not authentic or does not meet our condition standards, then we will notify the buyer and the seller that the item has not passed authentication and will issue a refund to the buyer. Additionally, Resoled has the right to reject any item for any reason, including but not limited to, authenticity, failure to meet our condition standards, or damage of the item. Resoled policy requires sellers to ship items within the specified timeframe provided in the sale confirmation email after purchase. However, because Resoled cannot control the amount of time it takes for the item to reach Resoled, we cannot guarantee a specific delivery timeframe for any items and therefore, buyer is not permitted to cancel the purchase if the item does not ship from the seller within the specified timeframe in the sale confirmation email after purchase. Once we receive the item from the seller it generally takes 1-2 business days for us to authenticate the item and ship it to a buyer. If a buyer does not receive an item, the buyer shall promptly report the issue to Resoled within 2 days of the latest estimated delivery date. Resoled has the right, in our sole and absolute discretion to refuse to accept returns or other refunds and/or to charge restocking fees for returned or abandoned items. If a buyer or seller refuses to accept delivery of a package sent to his/her address on file, Resoled will consider the property abandoned after thirty (30) days and may charge the buyer or seller Resoled’s reasonable expenses incurred due to such refusal to accept delivery.
6. Counterfeits, Fraud, and Market Manipulation.
Resoled takes counterfeiting, fraud and market manipulation very seriously. If a seller provides a counterfeit item or attempts to defraud any buyer or Resoled, Resoled reserves the right to do any or all of the following, in its sole discretion: (i) remove any or all of seller’s listings from the Services; (ii) cancel any or all of seller’s orders pending through the Services; (iii) withhold any payments due to seller; (iv) place limits on seller’s buying and selling privileges; (v) charge seller’s payment method for costs, expenses and fees incurred by Resoled as a result of seller’s action or inaction, including charging seller for the cost of replacement items, the value of coupons and gift certificates provided to the buyer, reprinting fees incurred by Resoled, rerouting charges imposed by carriers, and refunds to the buyer; (vi) ship the item back to the seller at the seller’s cost (including any customs and duties amounts incurred by Resoled); (vii) provide the counterfeit items to law enforcement or destroy the counterfeit items, (viii) temporarily or permanently suspend seller’s account, and (ix) charge seller’s payment method a minimum of £30.00 GBP or an amount up to 15% of the transaction amount, in Resoled’s sole discretion, as a service fee. Seller hereby agrees that each of the foregoing remedies are reasonable and justified upon Resoled’s discovery of counterfeit items or fraudulent actions, even if those items or actions were not known by the Seller at the time to be counterfeit or fraudulent (e.g., negligent fraud). Seller understands and agrees that if we provide the counterfeit item to law enforcement, seller’s communications and any property claim with respect to that item must be solely with that law enforcement agency and not with us. We may also use fraud protection measures, including algorithms and automated systems to monitor for fraud, which might result in cancellation of listings or sales or account suspension. If this occurs in error, please contact us at https://resoled.app/faqs. We may also require additional identification information from you if you engage in certain high-value transactions or high overall payment volumes through Resoled.
If a buyer receives an item that it believes to be counterfeit, the buyer must notify Resoled in writing within 3 days after receiving the item, and we will commence an investigation into the item. The buyer shall cooperate with us in the investigation and final disposition of the item, including providing photographs and other evidence of the item, providing the item to law enforcement, destroying the item, or delivering the item back to us, at our direction. If we elect to have the buyer destroy the item, the buyer shall provide reasonable proof of destruction to us. We will refund all fees and costs paid by the buyer for the item (including shipping and handling). In no event may a buyer resell any item (on Resoled or elsewhere) that is reasonably believed to be counterfeit.
Resoled may monitor the integrity of the Resoled marketplace and may take steps to protect the marketplace as determined by Resoled in its sole discretion (e.g., if Resoled believes a seller or buyer is engaging in market manipulation or fraud, including creating false or “dummy” accounts). If Resoled believes that a seller or buyer attempts to interfere with the free and fair operation of the Resoled marketplace, or creates artificial, false or misleading information, or information appearing to mislead with respect to pricing or demand for a product on the Resoled marketplace (all of the foregoing in Resoled’s sole discretion), then, without limiting any other rights of Resoled, Resoled reserves the right to do any or all of the following, in its sole discretion: (i) remove any or all of the user’s listings from the Services; (ii) cancel any or all of the user’s orders pending through the Services; (iii) withhold any payments due to the user; (iv) place limits on a user’s buying and selling privileges; (v) charge user’s credit card for costs, expenses and fees incurred by Resoled as a result of the user’s actions; (vi) notify law enforcement of the fraudulent activity; (vii) temporarily or permanently suspend the user’s account, and (viii) charge the user’s credit card an additional service fee of up to £1,000.00 GBP to cover Resoled’s investigation fees and other related costs and expenses.
7. Seller Obligations.
By listing an item for sale (each posting, a “New Ask”), you are making a binding offer to sell that specific item to a buyer who purchases the item for the Ask price you have specified and to ship the item in accordance with our FAQ as updated from time to time. When a buyer accepts your offer by purchasing your item through our Services, you are contractually and legally bound to deliver that exact item for the specified price. SELLERS MUST SHIP items via the shipping carrier designated by Resoled within the specified timeframe provided in the sale confirmation email and must obtain a receipt from the shipping carrier to verify shipment of item. Sellers must ship an item sold on our Sites from the country listed as your address on file (e.g., if your address on file is located in the United Kingdom, you cannot use the shipping label provided to you to ship the item from Canada). Resoled will provide you with a shipping label with such carrier after your Ask is matched by a buyer. You are obligated to monitor your inventory and ensure all listings are accurate. Once a Bid and Ask are matched, under no circumstances may a seller cancel the listing. Failure to fulfil your orders will result in additional charges to you, including a minimum of £30.00 GBP, or an amount up to 15% of the transaction amount, in Resoled’s sole discretion. If a seller fails to deliver items to Resoled in accordance with these Terms, Resoled reserves the right to do any or all of the following, in its sole discretion: (i) charge seller’s payment method a minimum of £30.00 GBP or an amount up to 15% of the transaction amount, in Resoled’s sole discretion, as a service fee; (ii) remove any or all of seller’s listings from the Services; (iii) cancel any or all of seller’s orders pending through the Services; (iv) withhold any payments due to seller; (v) place limits on seller’s buying and selling privileges; (vi) charge seller’s payment method for costs, expenses and fees incurred by Resoled as a result of seller’s action or inaction, including charging seller for the cost of a replacement, coupons and gift certificates provided to the buyer, reprinting fees incurred by Resoled, rerouting charges imposed by carriers, and refunds to the buyer; and (vii) temporarily or permanently suspend seller’s account.
As a seller, you are required to ensure that the item you are listing exactly matches the image on the New Ask page and meets the applicable Condition Standard. If Resoled or a buyer reasonably determines that your item does not conform to the description (including, without limitation, meeting the applicable Condition Standard), or is counterfeit, then, in Resoled’s sole discretion, we will charge your payment method a minimum of £30.00 GBP or an amount up to 15% of the transaction amount, as a service fee, plus additional amounts or, as determined in Resoled’s discretion, charging you for the cost of a replacement, coupons and gift certificates provided to the buyer, reprinting fees incurred by Resoled, rerouting charges imposed by carriers, and refunds to the buyer. Resoled has no obligation to return items to a seller that do not conform to the description (including, without limitation, meeting the applicable Condition Standard), or are counterfeit (in which case, Resoled may turn those items over to the proper authorities) at your cost. Resoled will pay you within a reasonable amount of time following completion of the sale, which occurs when the buyer receives the item. To get paid more quickly, ship your items immediately after your Ask is matched by a buyer. To see the fees applicable to sales transactions, please refer to the New Ask window where your Ask price is entered. You will also receive fee information via email notification when an Ask goes live, is updated, or a sale occurs.
Resoled is acting solely as an intermediary between the sellers and the buyers. We do not assume any liability regarding the proper performance of the purchase agreement you may conclude with a buyer through the platform, except for Resoled’s specific Services described in Section 2 of these Terms and Conditions. Professional sellers must comply with all laws and regulations applicable to the sale of their products on Resoled’s live marketplace.
8. Buyer Obligations.
A buyer may place a Bid on an item for sale through the Services. When a Bid matches an Ask, the buyer is obligated to pay for that item. WHEN YOU PLACE A BID, YOU ARE COMMITTING TO PURCHASE THE ITEM AS SOON AS YOUR BID MATCHES A SELLER’S ASK PRICE AND YOU ACKNOWLEDGE THAT PAYMENT OF THE ASK PRICE WILL BE TAKEN FROM YOUR PAYMENT METHOD. To be an eligible buyer you must have a billing address and shipping address within one of the countries that Resoled supports. If your address is outside the United Kingdom, then you will be responsible for picking up your package and for paying all customs, duties, taxes and any other related fees in addition to the international shipping charges; you will be responsible for compliance with all customs requirements on import as required; and, when placing your order, you authorize us to appoint an agent to file the customs declarations on your behalf. In general, we charge your payment method immediately upon purchase and, when the transaction is complete, we pay the seller. You will not receive any interest on the purchase amount while the transaction is being fulfilled. You might be required to pay certain fees as described when placing your Bid, as updated from time to time. If your payment fails or is rejected for any reason (e.g., purchase exceeds credit card limit, card is cancelled, chargeback is requested), Resoled reserves the right to do any or all of the following, in its sole discretion: (i) charge buyer’s payment method a minimum of £30.00 GBP or an amount up to 15% of the transaction amount, in Resoled’s sole discretion, as a service fee; (ii) remove any or all of buyer’s Bids from the Services; (iii) cancel any or all of buyer’s orders pending through the Services; (iv) withhold refunds or payments due to buyer; (v) place limits on buyer’s buying and selling privileges; (vi) charge buyer’s payment method for costs, expenses and fees incurred by Resoled as a result of buyer’s action or inaction; and (vii) temporarily or permanently suspend buyer’s account. ALL SALES ARE FINAL ONCE THE ITEM IS AUTHENTICATED AND DELIVERED, AND NO REFUND REQUESTS WILL BE HONORED REGARDLESS OF THE CURRENT VALUE OF THE ITEM. If you experience a problem with your purchase or an item, please contact us at https://resoled.app/faqs. If there is a problem with an item you received, you must contact us in writing within 3 days after receiving the item with a detailed description of the problem. Resoled verification tags or stickers that are attached to items must not be removed, or the items will not be eligible for return or exchange under any circumstance (including damage in transit).
If any item you order is damaged or faulty when delivered to you or has developed a fault, you may have one or more legal remedies available to you. If you believe an item was delivered damaged or faulty or has developed a fault, you should inform us as soon as possible, preferably in writing, giving your name, address and reference number. Nothing in this section affects your legal rights.
9. Limitations and Restrictions.
Resoled does not provide any guarantee that your items will sell and will not provide any compensation for items that do not sell through our Services. Resoled also does not guarantee how long it will take for a listing to appear in the Services after it is posted and is not responsible for unsold items resulting from any listing delays. Resoled conducts periodic scheduled maintenance as well as unscheduled emergency maintenance from time to time. During maintenance periods the Services (or portions thereof) may be temporarily unavailable. You must not and will not do any of the following:
- use our Services to solicit sales outside of Resoled or to contact any user of the Services;
- use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services;
- upload or transmit any message, information, data, text, software or images, or other content that is unlawful, immoral, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
- engage in abusive treatment of other users of the Services or any Resoled employee;
- create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Resoled representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
- delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
- use any of the Services’ communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
- upload or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation, commercial or otherwise;
- violate any applicable local, state, national or international law;
- upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright, or other proprietary rights of any party;
- delete or revise any material posted by any other person or entity;
- register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Services if you are not expressly authorized by such party to do so;
- harvest or otherwise collect information about others, including e-mail addresses;
- use Resoled’s trademarks without our written permission;
- except to the extent permitted by applicable law (including, in the United Kingdom, the Copyright, Designs and Patents Act 1988), copy, reproduce, reverse engineer, modify, decompile, disassemble or otherwise attempt to derive source code from, create derivative works from, distribute, or publicly display any content (except for your information) or software from our Services without the prior express written permission of Resoled and the appropriate third party, as applicable;
- commercialize all or any part of the Resoled Services;
- use any modified versions of Services, for any reason whatsoever, without the express written consent of Resoled;
- upload or distribute files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
- use any robot, spider, scraper, or other automated or manual means to access our Services, or copy any information thereon, for any purpose without our express written permission;
- take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure or otherwise interferes with the functioning of the Services;
- attempt to gain any unauthorized access to the Sites or the Services, including computer systems, software, or networks;
- probe, scan, test the vulnerability of or breach the authentication measures of, the Sites or any related networks or systems;
- bypass our robot exclusion headers, robots.txt rules or any other measures we may use to prevent or restrict access to our Services; or
- do anything else that we determine, in our sole discretion, misuses the Services or otherwise negatively impacts our marketplace.
Resoled reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms, including, without limitation, the suspension or termination of your access and/or account. Resoled may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by applicable law, Resoled reserves the right at all times to disclose any information as Resoled deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Resoled’s sole discretion. You also agree to reimburse Resoled for any damage, loss, cost or expense Resoled incurs (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defence or settlement of the foregoing) because of your use of the Services for any unlawful or prohibited purpose.
10. Intellectual Property.
You acknowledge and agree that (i) our patents, copyrights, trademarks, service marks, trade secrets and other intellectual property (collectively, “Intellectual Property”) are our sole property, and (ii) nothing in these Terms shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of our Intellectual Property. Without limiting the previous sentence, the Services, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of Resoled or its licensors or suppliers, and are protected by U.S. and international intellectual property laws (including copyright and trademark laws). The compilation (meaning the collection, arrangement, and assembly) of all content associated with the Services is the exclusive property of Resoled and protected by U.S. and international intellectual property (including copyright) law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content through our Services is strictly prohibited.
Resoled grants you a personal, non-exclusive, non-transferable, revocable, limited license to use the Sites and the Services solely for your personal or internal use and subject to the condition that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the Sites, the Services, or any other content available via the Sites or the Services. All rights not expressly granted to you in these Terms are reserved and retained by Resoled.
11. User Content.
If you provide us with any text, graphics, photos or other materials or content (“User Content”), you grant us a non-exclusive, perpetual, transferable, irrevocable, assignable, royalty-free, fully paid up, sub-licensable (through multiple tiers) right and license to use, reproduce, distribute (through multiple tiers), create derivative works from, publicly perform, display, store, digitally perform, make or deliver digital audio transmissions, encode, transcode, publish (online, through the Services, on any other website(s), as well as through mobile channels, and offline, in print, radio, television or elsewhere), make, have made, sell, offer for sale, import and commercialize User Content, or any portion thereof, in any manner and context, in any way, in any and all media now known or hereinafter developed and on any device(s), whether or not portable, wired, or wireless, without limitation, throughout the universe. You further agree to waive your right to be identified as the author of User Content and your right to object to derogatory use or treatment of such User Content. If Resoled does decide, in its sole discretion, to attribute User Content to you, you hereby grant Resoled the right to use your name (and/or any user name), image, likeness, and/or photo with respect to such attribution, and you waive any claims (including, without limitation, any privacy or publicity rights claims) with respect to such use of your name, image, likeness and/or photos. You hereby agree to waive all claims of moral rights associated with being the author of User Content, and to consent to Resoled doing all acts that would otherwise constitute an infringement of your moral rights, as well as waive the right to inspect or approve the finished video, photograph, sound track, web site, advertising copy or printed matter that may be used in conjunction therewith or to the eventual use in any media that it might be applied. The rights you grant above are irrevocable during the entire period of the protection of your intellectual property rights associated with such User Content.
You agree that Resoled (i) is not under any obligation, whether of confidentiality, attribution or otherwise, and will not be liable for any use or disclosure of any User Content; (ii) is under no obligation to post, display or otherwise use any User Content; (iii) has no obligation whatsoever to provide you any compensation for the use or display of your User Content or otherwise from the exercise of the rights granted under this Section, even if Resoled receives compensation therefrom; (iv) has the right (but not the obligation) to monitor the User Content that you or third parties post, and to alter or remove any such User Content; and (v) has the right to disclose User Content and the circumstances surrounding its transmission to any third party in order to operate the Services, to protect ourselves and third parties, and to comply with legal obligations or governmental requests.
You are prohibited from posting any libellous, obscene, defamatory, pornographic, or other materials that would violate any laws. You shall be solely responsible for your own User Content and the consequences of posting or publishing it.
You represent and warrant that any information you provide to us, to other users, or to visitors, including but not limited to User Content, (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) doesn’t involve the sale of counterfeit or stolen items; (d) doesn’t infringe any third party’s copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) is yours or you have the necessary licenses, rights, consents, and permissions to such information and to grant the rights and licenses to Resoled under all patent, trademark, trade secret, copyright or other proprietary or intellectual property rights in and to any and all such information in the manner contemplated in these Terms; (f) doesn’t violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (g) doesn’t contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information; and (h) is not intended to circumvent or violate the letter and spirit of these Terms and the lawful functioning of Resoled’s marketplace.
You further represent and warrant that you have the written consent, release, and/or permission of each and every person identified in any information you provide, including but not limited to User Content, to use the name or likeness of such person or, if such persons are minors, the written consent, release, and/or permission of such minor’s parent or legal guardian.
By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to Resoled, you acknowledge and agree that: (a) your Contributions don’t contain confidential or proprietary information; (b) Resoled isn’t under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Resoled shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media now known or later developed and throughout the universe; (d) Resoled may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Resoled without any obligation of Resoled to you; and (f) Resoled is free to use any ideas, concepts, or techniques that you send Resoled for any purpose, including but not limited to, developing and marketing products that incorporate such ideas, concepts or techniques; and (g) you aren’t entitled to any compensation or reimbursement of any kind from Resoled under any circumstances.
You shall indemnify, defend and hold Resoled and our affiliates and their respective officers, directors, agents and employees harmless from and against all claims, demands, suits or other proceedings, and resulting loss, damage, liability, costs, interest and expenses (including reasonable attorneys’ fees) brought by any third party or governmental claim or demand that involves, relates to or concerns (a) your listing or sale of any counterfeit, stolen, or illegal merchandise or goods, (b) your breach of any provision of the Terms, (c) your improper use of the Services, (d) your violation of any law or the rights of a third party, or (e) federal, state, county, city, or other tax obligation or amounts due or owing under any tax regulation, law, order or decree. We reserve, and you grant to us, the right to assume exclusive defence and control of any matter subject to indemnification by you hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.
13. Disclaimer of Warranties; Limitations of Liability.
Resoled is a marketplace for consumer goods. You acknowledge that you are buying items from a third party, not Resoled. While we may help as your commercial agent facilitate the resolution of disputes, we have no control over and do not guarantee the accuracy, quality, safety, truth, accuracy or legality of User Content, listings, and/or items listed or sold. If you have a dispute with one or more users, as a buyer or seller, you release and covenant not to sue Resoled, its affiliated companies, and our and their respective officers, directors, agents, joint venturers, employees, legal representatives, and suppliers from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favour at the time of agreeing to this release.
RESOLED AND/OR OUR THIRD PARTY SUPPLIERS OR LICENSORS DO NOT REPRESENT, WARRANT OR COVENANT THAT THE SYSTEM AND THE SERVICES, ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, FREE OF TECHNICAL AND TYPOGRAPHICAL ERRORS, SECURE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SYSTEM AND SERVICES, ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. RESOLED PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES, OR ALTERS THE SYSTEM AND THE SERVICES WITHOUT NOTICE. FURTHER, RESOLED ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SYSTEM OR THE SERVICES. RESOLED SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT, OR ANY OTHER INFORMATION ON THE SYSTEM OR THE SERVICES.
YOU AGREE THAT YOU ARE MAKING USE OF OUR SERVICES, AT YOUR OWN RISK, AND THAT THE SERVICES ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RESOLED (INCLUSIVE OF ANY OF ITS SERVICE PROVIDERS AND LICENSORS) MAKES NO WARRANTY OR GUARANTIES OF ANY KIND WITH RESPECT TO OUR SERVICES, ANY ITEMS, ANY USER CONTENT, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
Nothing in these Terms shall limit or exclude any liability to you:
- for death or personal injury caused by negligence;
- for fraudulent misrepresentation;
- for breach of any term implied by the Consumer Rights Act 2015 and which, by law, may not be limited or excluded;
- under Part I of the Consumer Protection Act 1987; or
- for any other liability that, by law, may not be limited or excluded.
SUBJECT TO THIS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, RESOLED (INCLUDING OUR AFFILIATED COMPANIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, LEGAL REPRESENTATIVES, AND SUPPLIERS) ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD RESOLED RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM (A) THE USER CONTENT YOU PROVIDE USING THE SERVICES, OR CONTENT OF THIRD PARTIES (B) YOUR ACCESS TO, USE OF, INABILITY TO ACCESS OR USE THE SERVICES, OR RELIANCE ON THE SERVICES; (C) PRICING, SHIPPING, FORMAT, OR OTHER GUIDANCE PROVIDED BY RESOLED, (D) DELAYS OR DISRUPTIONS IN OUR SERVICES, (E) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR SERVICES OR THOSE OF ANY SITE, SERVICES, OR TOOLS LINKED TO OUR SERVICES; (F) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR SERVICES, (G) DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF ANY SERVICE, (H) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES, INCLUDING ITEMS LISTED USING OUR SERVICES OR THE DESTRUCTION OF ALLEGEDLY FAKE ITEMS, (I) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT, (J) THE DURATION OR MANNER IN WHICH ITEMS YOU LIST APPEAR ON THE SERVICES, OR (K) YOUR NEED TO MODIFY PRACTICES, CONTENT OR BEHAVIOR, OR YOUR LOSS OF ABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE TERMS OR OUR POLICIES. UNDER NO CIRCUMSTANCES SHALL RESOLED, OR ITS AFFILIATED COMPANIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, LEGAL REPRESENTATIVES, AND SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR ANYTHING DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (K) OF THIS PARAGRAPH, OR ANY OTHER CAUSE BEYOND THE CONTROL RESOLED, EVEN IF RESOLED WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.
WITHOUT LIMITING ANY OF THE FOREGOING, IF RESOLED, ITS CONTRACTORS, SUPPLIERS, CONTENT PROVIDERS, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS OF ANY OF THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, RESOLED AND SUCH PARTIES’ CUMULATIVE, AGGREGATE, AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED (A) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES WHICH YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (B) GBP £50.00.
14. Disputes with Resoled.
You and Resoled agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of the Terms or your use of, or access to, the Services, will be dealt with by the court of your place of residence.
You may also apply for an out-of-court mechanism to solve any lawsuit relating to the Terms with the competent bodies. For example, the European Online Dispute Resolution platform http://ec.europa.eu/consumers/odr/ provides information about alternative dispute resolution in the European Union which may be of interest, but you are free to choose an alternative out-of-court mechanism.
If you are a seller and you wish to raise a complaint in connection with these Terms and/or the Services then you can contact Customer Services on the details provided on this FAQ page, as may be updated from time to time. Your complaint will then be escalated to the relevant Resoled team to consider. We will try our best to provide you with an initial response within 48 hours and, in any event, within a reasonable time frame (taking into account the importance and complexity of the complaint). We will attempt to resolve the complaint within 30 days of receipt.
A seller may request that a complaint is treated and recorded as a regulatory complaint and considered by us in accordance with Regulation (EU) 2019/1150 (the “Platform to Business Regulation“)) by notifying us in writing of such request (as part of their complaint notice) to Customer Services, provided that the complaint is in relation to the one or more of the following issues:
- alleged non-compliance by Resoled with any of its obligations laid down in the Platform to Business Regulation;
- technological issues which relate directly to the provision of the Services; and/or
- measures taken by, or the behaviour of, Resoled which relate directly to the provision of the Services.
In addition to utilising the complaints procedure described above, if you are a seller, the dispute may be referred by either you or us at any time to the Centre for Effective Dispute Resolution (“CEDR“) for mediation. Unless otherwise agreed between you and us within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing to the other party to the dispute, referring the dispute to mediation. A copy of the referral should be sent to CEDR. You may not refer a dispute to mediation if there has been a previous mediation process on the same subject matter in respect of which a mediator held you did not act in good faith, or where you have made repeated unsuccessful mediation attempts.
Nothing in this section will prevent any sellers or us from commencing or continuing any legal proceedings at any time in relation to any dispute or complaint.”
15. Stripe Accounts.
16. Connect Accounts.
17. Electronic Communications.
When you use the Services, or send e-mails, text messages, and other communications from your computer or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication. When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Resoled to send you information that we think may be of interest to you, which may include Resoled using automated dialling technology to text you at the wireless number you provided, and you agree to receive communications from Resoled, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Resoled. You agree to indemnify and hold Resoled harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
18. Typographical Errors.
The Sites and the Services could include technical inaccuracies or typographical errors. Resoled shall have no liability in connection with any such inaccuracies or errors, nor shall Resoled have any obligation to identify and/or correct any such inaccuracies or errors.
19. Links to Other Websites.
For your convenience, certain hyperlinks may be provided on the Sites and Services that link to other websites or social media platforms which are not under the control of Resoled (the “Linked Websites”). Resoled does not endorse or sponsor any Linked Websites and is not responsible for the availability, accuracy, content, or any other aspect of the Linked Websites. Resoled disclaims all liability for such Linked Websites, for all access to and use thereof, and for use of the links to such Linked Websites. We also disclaim all liability, and make no representations or warranties, with respect to any products or services made available, sold, or provided to you by any third party. Your use of Linked Websites and any purchases of products or services from such Linked Websites are subject to the terms and conditions of such other websites. You agree that you will bring no suit or claim against Resoled arising from or based upon any such use of any Linked Websites. Hyperlinks to such Linked Websites on the Sites and Services do not imply that: (a) Resoled is affiliated or associated with any Linked Website; (b) Resoled is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in connection with or accessible through such links; or (c) any Linked Site is authorized to use any trademark, trade name, logo, or copyright symbol of Resoled.
20. Your Personal information
21. Disclaimer of Third-Party Information
To the extent that any information, material, or functionality on the Services is provided by third party content providers (“Third Party Materials”), Resoled has no editorial control or responsibility over such Third-Party Materials. Therefore, any opinions, statements, products, services or other Third-Party Materials are those of the applicable third party. Resoled does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of any Third-Party Materials will not infringe rights of third parties not owned by or affiliated with Company.
These Terms and all terms and policies posted through our Services (as each may be revised and amended from time to time according to their respective terms) constitute the entire agreement between you and Resoled relating to your use of our Services and supersede all prior understandings and agreements parties. You consent to receive notice by email to the address provided at registration. If any provision of the Terms is held to be invalid, void, or unenforceable under any circumstances, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions of the Terms. Any waiver of any provisions contained in these Terms by Resoled shall not be deemed to be a waiver of any other right, term, or provision of these Terms. Any rights not expressly granted herein are reserved. Resoled may assign or transfer our rights and obligations under these Terms at any time. You may not assign or transfer your rights or obligations under these Terms, or any of your rights or obligations, without the prior written consent of Resoled, which we can refuse in our sole discretion. No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms, your use of the Services, or the provision of our Services. You may not enter into any contract on our behalf or bind us in any way. These Terms are for your benefit only, not for the benefit of any third party except for Resoled’s permitted successors and assigns. These Terms shall be governed by the laws of England and Wales, United Kingdom. By using the Resoled website or acting as a buyer or seller you expressly agree to the governing law and venue provision of these Terms, irrespective of the state or country in which you reside. The parties each hereby disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods.
23. Mobile Application
24. Apple App Store
These Terms apply to your use of all the Services, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:
- Both you and Resoled acknowledge that the Terms are concluded between you and Resoled only, and not with Apple, and that Apple is not responsible for the Application or the Content;
- The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
- You will only use the Application in connection with an Apple device that you own or control;
- You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
- In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
- You acknowledge and agree that Resoled, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
- You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Resoled, and not Apple, will be responsible for the investigation, defence, settlement and discharge of any such infringement claim;
- You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
- Both you and Resoled acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
- Both you and Resoled acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
- In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL-TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.
25. Ranking information
Buyers can find, bid on and purchase sellers’ products on the Sites by browsing through products by product category (for example, sneakers, streetwear and collectibles), and by entering a specific query in the search box available. The main factors Resoled considers when presenting results on the Sites’ main web-pages and product category pages are popular brands (based on views for those brands), popular products (based on views for those products), new lowest asks (the products with the most recently listed lowest asks) and new highest bids (the products with the most recently listed highest bids). The main factor Resoled considers when presenting results on the Sites’ individual brand pages and in response to specific search queries is popular products (based on views for those products). If a customer is logged in to their account, there will also be a section presented to the customer with recommended products based on that customers’ clicks on the Sites.
26. Access to data
Sellers will have access to certain data through their online profile. This includes, for example, detail on their own sales history, including previous asks and bids. Sellers can request access to data about them after deactivating or terminating their account which Resoled may be able to provide, provided that the data is still available, and it is permitted to do so under applicable law. Sellers will not have access to any personal data provided by buyers. Sellers will also have access to certain data that is publicly made available on the Sites. This includes, for example, ask and bid prices, product descriptions and the relative popularity of products sold on the Sites.
27. NFT Terms
Through the Resoled Services, you may be permitted to purchase, list and sell certain rights to digital assets created by Resoled or its third-party partners that are stored on a digital ledger (“NFTs”). NFTs may take a variety of forms, including, for example, Vault NFTs (as defined below), which are digital tokens that represent ownership of physical items. Each Vault NFT is backed by a physical item held in Resoled’s custody and does not have value beyond that associated with the underlying physical good. Other types of NFTs (“Experiential NFTs”) may grant the NFT holder rights to obtain certain additional products, or benefits or to engage in certain experiences, such as unlocking a reward or access to an exclusive sale (collectively, “Experiences”). All NFTs on the Services may be subject to any additional terms provided by Resoled from time to time (“Additional NFT Terms”). In addition, from time to time Resoled may offer incentives and rewards for users of Resoled Services generally, but not as a component of the value of any particular NFT, unless otherwise expressly stated in the applicable Additional NFT Terms.
The following terms, along with any applicable Additional NFT Terms and FAQs and, if applicable, the Vault Terms (collectively, the “NFT Terms”), as well as Resoled’s Terms and Conditions of Use describe your rights and obligations with respect to NFT purchases. The Vault Terms that apply to Resoled’s Vault NFTs (defined below) can be found in Section 29.
- Ownership. The NFTs will be minted by Resoled on the blockchain specified in the applicable Additional NFT Terms, and stored within a Resoled custodial wallet, which will be managed by Resoled. This means Resoled maintains custody of all NFTs on behalf of the NFT owners while they are traded on the Resoled platform, and NFTs cannot be transferred to external crypto wallets. When you purchase an NFT on the Resoled platform, your rights as an owner are limited by and subject to the rights set forth in the NFT License described in Section iii below.
- Buying & Selling NFTs. Resoled or its third-party partner(s) will list, or “drop,” new NFTs on the Resoled live marketplace, where users can then purchase and resell the NFTs exclusively on the Services. Upon purchasing an NFT, that NFT will appear in your Resoled portfolio. As Resoled retains custody of the NFTs, you will not see a record of your purchases or sales of an NFT on the blockchain ledger; however, Resoled maintains an internal ledger to track ownership of NFTs. Subject to the NFT License below, you may resell NFTs on the Resoled platform, provided that any subsequent purchase of your NFT (“Secondary Sale”) will also be subject to these NFT Terms and the Resoled Terms and Conditions of Use. Immediately following any Secondary Sale, the NFT will no longer appear in your portfolio, and any associated licenses or other rights provided under these NFT Terms or by Resoled will terminate. All NFT purchases are final and there are no returns for NFTs, or other digital products purchased on the Resoled platform. Your purchase of, and any Secondary Sale of, an NFT is subject to your agreeing to these NFT Terms and the Resoled Terms and Conditions of Use. Please note that Resoled, in its sole discretion, may restrict how NFTs function on the Service, including limiting NFTs to certain portions of the Service, the payment methods you may use to acquire NFTs, and the jurisdictions in which NFTs may be bought and sold. Please see the FAQs for additional details.
- Removal of an NFT from an Owner’s Portfolio.
- Expiration of Experiential NFTs. In the case of Experiential NFTs which grant holders rights to certain Experiences (as opposed to Vault NFTs or certain other types of NFTs), per the applicable Additional NFT Terms, Resoled may automatically redeem such Experiential NFTs in exchange for your receipt of or participation in the applicable Experience or following the expiration of the Experience (e.g., if Resoled drops an NFT granting holders access to a “meet and greet” with an artist (i.e., the Experience), Resoled may automatically redeem such NFT when the holder attends the applicable event or at the completion of the event), at its sole discretion, in which case Resoled may remove the Experiential NFT from your portfolio and you will cease to own the Experiential NFT. For the avoidance of doubt, the Additional NFT Terms will expressly set forth if and when the applicable NFT is an Experiential NFT that contains an Experience that may trigger automatic redemption, and Vault NFTs (discussed below) are not Experiential NFTs and do not contain an Experience that would give rise to automatic redemption.
- Other Instances of Removal. In addition to the above, Resoled will also remove or transfer an NFT from your portfolio in the following instances:
- Resoled will transfer the NFT from your portfolio when you sell the applicable NFT; and
- Resoled will remove the applicable Vault NFT in exchange for the associated product stored in the Resoled Vault when the Vault NFT holder requests for the associated product to be sent to them (also known as “redemption”).
Please refer to the fine print in the Product Details > Product Description section of a product page for any Additional NFT Terms applicable to a particular NFT. In these Additional NFT Terms, Resoled will expressly set forth if and when an NFT is subject to redemption or removal from your portfolio.
- NFT License. Subject to your complete and ongoing compliance with these NFT Terms and the Resoled Terms and Conditions of Use, Resoled grants you a limited, non-exclusive, non-transferable (except in connection with a Secondary Sale), non-sublicensable, revocable license to (a) resell, solely on the Services, any NFT you purchase, (b) hold the NFT until it may be used or redeemed for its intended purpose, as decided by Resoled in its sole discretion, and (c) use any intellectual property (or related intellectual property rights) included in the NFT (“NFT IP”) solely as expressly permitted by the NFT Terms. For clarity, except for the foregoing license, neither your purchase of an NFT nor these NFT Terms grant you any other license or rights to any NFT or NFT IP.
- License and Use Restrictions. Except as expressly set forth in Additional NFT Terms and except and solely to the extent such a restriction is impermissible under applicable law, you agree that you will not:
- Profit from, otherwise commercialize, or license the NFT or NFT IP, including in connection with the marketing, advertising, or selling of any third-party product, except as part of a Secondary Sale;
- Use the Services, including any NFTs, to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
- Modify the NFT or NFT IP in any way or combine the NFT or NFT IP with, or embed the NFT or NFT IP into, any digital or other content or media (for avoidance of doubt, except in the case of Vault NFTs, this does not restrict you from using the NFT image as your profile picture or avatar so long as you own the NFT, but you may not modify or change the image);
- Use the NFT or NFT IP in any manner which infringes upon the intellectual property rights of any person or entity;
- Use the NFT in connection with or to promote any illegal activity, hate speech, violence, inappropriate or obscene content, or in any other manner which could tarnish or harm the reputation of Resoled and its affiliates, or any third-party whose name, brand, image, or likeness is represented by the NFT;
- Remove or attempt to remove the NFT from the Resoled platform;
- Sell, transfer, or otherwise dispose of an Experience, where applicable, separately from the associated Experiential NFT;
- Encourage or permit any third party to do any of the foregoing.
- NFT Fees. As set forth in the FAQs, you may be required to pay certain fees when buying or selling NFTs (“NFT Fees”).
- NFT Anti-Fraud Measures and Payout Delay. Please note that, in order for Resoled to effectively run anti-fraud checks and other related diligence on NFT transactions, payouts associated with Secondary Sales may be subject to a delay. You may also be subject to additional know-your-customer restrictions based on your payment or payout methods. In addition to the other remedies set forth in these NFT Terms, in the event Resoled believes, in its sole discretion, that fraud has occurred in conjunction with a Secondary Sale, Resoled may (i) withhold the payout and/or remit the payout to the seller, (ii) freeze, seize, or reclaim an NFT, (iii) freeze or terminate your account, and (iv) take any additional actions as Resoled deems necessary in its sole discretion. Please see the FAQs for additional details.
- Royalties. NFTs may provide creators and artists the opportunity to financially benefit from their work via royalty fees. Resoled, in its sole discretion, may incorporate a royalty fee structure into NFTs such that, for example, a percentage of each sale of an NFT is remitted to a third-party partner who contributed to the creation of the NFT or the NFT edition. The royalty fee structure, if any, for an NFT will be described in the applicable Additional NFT Terms.
- Valuation of NFTs and Assumption of Risk. The prices and value of NFTs, including those of Vault NFTs which are tied to the prices of their underlying physical goods, are volatile and subjective. NFTs and similar digital assets have no inherent or intrinsic value. Resoled does not and cannot guarantee that any NFTs purchased or acquired by you will retain their original value or have any particular value. You agree to assume all risk associated with the use and value of NFTs. You also acknowledge and agree that Resoled may engage in actions that may impact the perceived value or acquired price of NFTs at any time, except as prohibited by applicable law.
- No Investment Advice. Resoled does not provide investment, tax, or legal advice, nor does Resoled broker NFT trades or trading in any other assets traded on the Service on your behalf. All transfers of NFTs or any other assets traded on the Service are based on the parameters of your instructions via the Services, and you are solely responsible for determining whether any NFT purchase, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. The information provided via the Services or through any of Resoled’s third-party service providers does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any such content as such. Resoled does not recommend that any NFTs, or any other assets traded on the Service, should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any NFTs, you should conduct your own due diligence and consult your financial advisors before making any investment decision. Resoled will not be held responsible for the decisions you make to buy, sell, or hold NFTs or any other assets on the Service.
- NFTs DISCLAIMERS. NFTS ARE INTANGIBLE VIRTUAL ASSETS THAT EXIST BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN AND/OR MAINTAINED BY RESOLED IN A PRIVATE LEDGER OR DATABASE. RESOLED AND ITS THIRD-PARTY SERVICE PROVIDERS MAKE NO PROMISES OR GUARANTEES WITH RESPECT TO ANY BLOCKCHAIN OR SMART CONTRACTS. YOU AGREE THAT RESOLED AND ITS THIRD-PARTY SERVICE PROVIDERS ARE NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR ANY ISSUES OR LOSSES RELATED TO ANY BLOCKCHAIN, ANY DIGITAL WALLETS, OR SMART CONTRACTS.
- Regulatory Disclaimers. The laws and regulations governing non-fungible tokens, blockchain technologies, and cryptocurrencies are rapidly evolving. Changes in such laws or regulations may impact our ability to provide the Services, including NFTs.
- Protecting Your Account. You assume all responsibility for maintaining the security of your account and account password. Resoled has no responsibility, and will not be liable in any way, for anything done via your account or using your password (including any unauthorized uses by third parties), such as the sale or transfer or your purchased NFTs.
28. Vault Terms
Resoled may offer certain NFTs (“Vault NFTs”) that represent ownership of physical goods (“Stored Items”) that Resoled stores in a Resoled facility (“Vault Services”). When you purchase a Vault NFT, you own the Vault NFT you purchased and the Stored Item it corresponds to, and you automatically make use of the Vault Services. In order to use the Vault Services and own a Stored Item, you must purchase the Vault NFT that corresponds to the applicable Stored Item. Note (i) a Vault NFT has no value beyond that of the associated Stored Item, and (ii) the Vault Services are currently provided at no additional cost; however, you may be required to pay additional fees if you elect to have a Stored Item shipped to you or if you use the Vault Services beyond a certain amount of time, as further described below. If you purchase a Vault NFT and thereby make use of the Vault Services, the following terms also apply (the “Vault Terms”). The Vault Terms are in addition to, and supplement, the Resoled Terms and Conditions of Use. In the event the Vault Terms conflict with any other portion of the Resoled Terms and Conditions of Use, the Vault Terms will control.
- Ownership. Subject to your complete and ongoing compliance with these Vault Terms, you retain sole ownership of Stored Items so long as they are stored in a Resoled facility, and you own the associated Vault NFTs. Notwithstanding, if you sell a Vault NFT via the Resoled platform, ownership of that Vault NFT and the associated Stored Item will transfer to the new buyer. You agree that you will not attempt to sell a Stored Item to a buyer other than by selling the associated Vault NFT via the Resoled platform. Alternatively, you may notify Resoled and elect to have a Stored Item shipped to you, thereby enabling you to sell the formerly Stored Item to a buyer other than via the Resoled platform. Upon electing to have a Stored Item delivered, you cease to make use of the Vault Services and the corresponding Vault NFT will be permanently removed from your portfolio and from circulation. For the avoidance of doubt, Vault NFTs are not Experiential NFTs and do not contain an Experience that would give rise to automatic redemption, and Vault NFTs do not have an expiration date. A Vault NFT is only removed from your portfolio once it is redeemed for the associated product or sold to another buyer.
- Storage. A Stored Item will continue to be stored in a Resoled Facility (“Vaulted”) until such time that you elect to have the Stored Item shipped to you. So long as a Stored Item is Vaulted, Resoled will store, secure, and protect the Stored Item in such a manner as to protect it from damage, loss, or theft, using a commercially reasonable degree of care.
- Fees. Through January 31, 2023, the Vault Services will be provided free of charge until and unless you elect to have Stored Items shipped to you or you sell them to another buyer via the Resoled platform. Beginning February 1, 2023, Resoled will charge you a monthly fee for the provision of the Vault Services equal to .15% of the value of each Stored Item that you own, with a minimum monthly charge of ten (0.10 GBP) pence for each trading card and one (£1.00 GBP) for each pair of sneakers or other Stored Item. In the event you elect to have Stored Items shipped to you, you will pay the withdrawal fees, shipping costs and associated sales tax as set forth in these Vault Terms and the FAQs, as applicable. Note that Resoled may charge you additional fees in the future for using the Vault Services beyond a certain amount of time, which will be notified to you in the FAQs. If such additional fees are introduced, you will have an opportunity to receive shipment of your Stored Items before such fees will apply.
- Delivery. In the event you elect to have a Stored Item shipped to you, you will pay all applicable shipping fees, withdrawal fees and sales tax as set forth in these Vault Terms and the FAQs. Please note that delivery may take as long as forty-five (45) days in certain cases, and Resoled will not be liable to you for any delay in delivery. Upon electing to have the Stored Items delivered, the corresponding Vault NFT will be permanently removed from your portfolio and from circulation.
- Shipping Address. Upon purchasing a Vault NFT, you must update and maintain on your account accurate shipping address details. Resoled will not be responsible for any delay, failure or inability to transfer a Stored Item due to any reason out of Resoled’s control, including your failure to comply with these Vault Terms or the Terms and Conditions of Use.
- Termination of Vault Services. Resoled may choose to stop offering the Vault Services for any reason or no reason at any time upon thirty (30) days’ notice to you, in which event Resoled will deliver the Stored Items to you at the address listed on your account, or to a different address if provided by you in writing within ten (10) days of Resoled’s notice of termination of the Vault Services. In the event Resoled terminates the Vault Services, Resoled will not be liable to you. If Resoled is unable to ship a Stored Item to you because your shipping details are incorrect or out of date, or you refuse to accept delivery of a Stored Item, Resoled will consider the Stored Item abandoned after thirty (30) days and may charge you Resoled’s reasonable expenses incurred due to such refusal to accept delivery.
- VAULT NFTs DISCLAIMERS. THE PURPOSE OF VAULT NFTS IS SOLELY TO TRACK THE OWNERSHIP AND TRANSACTIONS IN CONNECTION WITH THE ASSOCIATED PRODUCTS. THE ASSOCIATED PRODUCT IS SUBJECT TO RESOLED’S OWN AUTHENTICATION PROCESS. VAULT NFTS ARE NOT AFFILIATED OR ASSOCIATED WITH, SPONSORED BY, OR OFFICIALLY CONNECTED TO ANY THIRD-PARTY BRAND OR ANY BRAND SUBSIDIARIES OR AFFILIATES. ANY THIRD-PARTY BRAND NAMES, USE AND TRADEMARKS USED IN A VAULT NFT ARE ALL THE PROPERTY OF THE APPLICABLE THIRD-PARTY BRAND OWNER AND ARE USED IN THE VAULT NFT SOLELY TO REFER TO THE PHYSICAL PRODUCT TO WHICH THE VAULT NFT CORRESPONDS. FOR MORE INFORMATION ON OFFICIAL BRAND PRODUCTS, PLEASE VISIT THE APPLICABLE BRAND’S WEBSITE.
29. Country-Specific Terms
If you reside in one of the following countries, the additional terms set out below apply to your use of the Site(s) and override any inconsistent terms elsewhere in the Terms.
European Countries (including the United Kingdom)
The following Country-Specific Terms apply to all European countries (and the United Kingdom when the United Kingdom leaves the European Union), in addition to any other Country-Specific Terms which are set out underneath the specific country below. To the extent there are any conflicts between these European Country-Specific Terms and the specific country terms, the country specific revisions will apply.
The Terms are modified as follows:
1. Changes to Terms and Policies
- This wording is added after the first two sentences of the first paragraph:
“Unless required by law to amend the Terms with immediate effect, Resoled will, where applicable, provide sellers with at least 15 days’ notice of any changes which affect them.”
- This wording is added to the end of the second paragraph:
“Save where otherwise permitted by applicable law, Resoled will provide sellers with 30 days’ notice of termination of the whole of the Services.”
2. About Resoled Live Marketplace
- This wording of the second paragraph is deleted in its entirety:
“and charging your payment method for costs we incur as a result of the violation.”
3. Accounts, Passwords and Security
- This wording of the first paragraph is deleted in its entirety:
“You agree that we may charge your credit card or other payment method for amounts you owe as described in these terms, as well as any costs or losses arising from your violation of the Terms.”
4. Fees, Promotional/Discount Codes and Taxes.
- This wording is deleted in its entirety from the first paragraph:
“You agree that Resoled is not responsible for reporting, collection or payment of any taxes on your behalf except for jurisdictions where Resoled is required as a marketplace facilitator.”
- This wording is added to the first paragraph:
“For EU VAT purposes only, Resoled is deemed to act as an undisclosed agent. For EU VAT purposes this means that you as a seller are deemed to sell your items to Resoled and you as a buyer are deemed to purchase your items from Resoled. Resoled is responsible to collect, pay, report and remit VAT on certain purchase transactions from you as a seller and on certain sales transactions to you as a buyer. Resoled agrees to collect, pay, report and remit any and all VAT that may be due by Resoled with respect to these transactions. This wording is added in its entirety after the first paragraph:
“Where the seller is acting as a VAT taxable person (located inside the EU) and has communicated a valid VAT identification number to us, Resoled and the seller agree that Resoled issues self-billed invoices (in the name and on behalf of the seller) for the seller’s sales transactions within the EU. These sales transactions are made by the seller to Resoled for EU VAT purposes.
The parties agree that Resoled will:
i) issue self-billed invoices for the sales transactions on our live marketplace by the seller to Resoled as of September 1, 2022;
ii) complete self-billed invoices showing the seller’s name, address and VAT identification number, together with all other details which will constitute a full VAT invoice;
iii) issue self-billed invoices promptly following payout to the seller;
iv) inform the seller if the issue of self-billed invoices will be outsourced to a third party.
The parties agree that the seller will:
i) accept invoices issued by the customer on its behalf as of September 1, 2022, and onwards;
ii) not issue sales invoices for the sales transactions covered by this agreement;
iii) notify Resoled immediately if the seller ceases to be registered and/or identified for VAT purposes or has obtained another VAT registration and/or identification number.
The parties agree that they will each be responsible for the accuracy and completeness of their own VAT returns, EC Sales Listings (if any) and other related filings and reporting obligations, and the provision of other required documents relating to the VAT return, EC Sales Listing and other related filings and reporting obligations.”
5. Authentication; Shipping and Handling.
- To the extent the relevant seller is acting in a commercial capacity, this wording is deleted in its entirety:
“and therefore, buyer is not permitted to cancel the purchase if the item does not ship from the seller within the specified timeframe in the sale confirmation email after purchase”
- This wording is added to the end of the first paragraph:
“Shipping will be charged per item and no additional taxes, duties or applicable tax will be collected by Resoled upon delivery of your item. Shipping rates are based on the average size and weight of an item. Some items that are larger and/or heavier will incur additional shipping costs. These costs will be included in the price breakdown at the time a buyer makes their purchase.”
- To the extent the relevant seller is acting in a commercial capacity, this wording is added after the first paragraph:
“As a buyer, you have the right to revoke the contract with the seller within fourteen days without giving any reason.
The withdrawal period is fourteen days from the day on which you or a third party named by you, who is not the carrier, have taken or has taken possession of the goods. In the case of a contract for several goods that you have purchased as part of a single auction and which are delivered separately, the period begins on the day on which you or a third party named by you, who is not the carrier, have taken or has taken possession of the last goods. In the case of a contract for the delivery of goods in several partial shipments or pieces, the period begins on the day on which you or a third party named by you, who is not the carrier, have taken possession of the last partial shipment or the last piece.
To exercise your right of withdrawal, you must send us by means of a clear declaration (e.g., a letter sent by mail or e-mail) about your decision to revoke this contract to:
27 Gossamer Gardens, London, England, E2 9FN
You can also use the withdrawal form available on the Site for this purpose, which is, however, not mandatory.
In order to comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.
Consequences of the revocation
If you revoke this contract, we shall reimburse you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the most favourable standard delivery offered by us), without undue delay and no later than within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees because of this repayment. We can refuse the repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.
You must return or hand over the goods to us immediately and in any case no later than within fourteen days from the day on which you notify us of the revocation of this contract. The deadline is met if you send the goods before the expiry of the period of fourteen days. You shall bear the direct costs of returning the goods. You will only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for testing the condition, properties and functioning of the goods.
To return the item(s), you should package the parcel securely (making sure you include a note of your name and address (enclosing any returns slip, if you have been provided with one) inside the parcel). You are advised to obtain adequate postal/carriage insurance to cover the value of the contents. Please retain your proof of posting/dispatch and tracking information, if applicable, until your refund has been processed. Nothing in this section affects your legal rights.”
6. Counterfeits, Fraud and Market Manipulation
- This wording of the first paragraph is deleted in its entirety and subsequent subsections renumbered accordingly:
“charge seller’s payment method for costs, expenses and fees incurred by Resoled as a result of seller’s action or inaction, including charging seller for the cost of replacement items, the value of coupons and gift certificates provided to the buyer, reprinting fees incurred by Resoled, rerouting charges imposed by carriers, and refunds to the buyer; (vi).”
- This wording of the fourth paragraph is deleted in its entirety and subsequent subsections renumbered accordingly:
“charge user’s payment method for costs, expenses and fees incurred by Resoled as a result of the user’s actions; (vi).”
7. Seller Obligations
- This wording of the first paragraph is deleted in its entirety and subsequent subsections renumbered accordingly:
“charge seller’s payment method for costs, expenses and fees incurred by Resoled as a result of seller’s action or inaction, including charging seller for the cost of a replacement, coupons and gift certificates provided to the buyer, reprinting fees incurred by Resoled, rerouting charges imposed by carriers, and refunds to the buyer; and (vii).”
8. Buyer Obligations
- This wording of the first paragraph is deleted in its entirety:
“If your address is outside the United Kingdom, then you will be responsible for picking up your package and for paying all customs, duties, taxes and any other related fees in addition to the international shipping charges; you will be responsible for compliance with all customs requirements on import as required; and, when placing your order, you authorize us to appoint an agent to file the customs declarations on your behalf.”
- This wording is added to the end of the first paragraph:
“Prices exclude delivery cost which will be added (at the cost shown) to the total amount due as you select an item. Items ordered will be at your risk from the time of delivery or collection (as the case may be). Ownership of the item(s) ordered will also pass to you on delivery or collection (as the case may be), provided full payment of all sums due in respect of the item(s), including any delivery charges, has been received.”
11. User Content
- This wording of the first paragraph is deleted in its entirety:
“If Resoled does decide, in its sole discretion, to attribute User Content to you, you hereby grant Resoled the right to use your name (and/or any username), image, likeness, and/or photo with respect to such attribution, and you waive any claims (including, without limitation, any privacy or publicity rights claims) with respect to such use of your name, image, likeness and/or photos. You hereby agree to waive all claims of moral rights associated with being the author of User Content, and to consent to Resoled doing all acts that would otherwise constitute an infringement of your moral rights, as well as waive the right to inspect or approve the finished video, photograph, sound track, web site, advertising copy or printed matter that may be used in conjunction therewith or to the eventual use in any media that it might be applied.”
17. Electronic Communications
- This wording is deleted in its entirety:
“When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Resoled to send you information that we think may be of interest to you, which may include Resoled using automated dialling technology to text you at the wireless number you provided, and you agree to receive communications from Resoled, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Resoled. You agree to indemnify and hold Resoled harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.”
- The wording “the laws of England and Wales, United Kingdom”, is deleted in its entirety and replaced with:
“the laws of the country of your residence, without prejudice to any mandatory conflicts of laws provisions. Any dispute between you and us regarding these Terms or the Site will be dealt with by the courts of your place of residence.”