Terms and Conditions

1.WORNNOTWASTED.COM

WORNNOTWASTED.COM Terms of Use Worn Not Wasted, Inc. (“WNW"), has created the website at [www.wornnotwasted.com] (the "Website" or the "Site"), the services and information available via the Platform (collectively, the “Services”) and any mobile applications we may provide for your use in connection with our Services (“Applications”) (the Services, together with our Website and our Applications, are referred to as the “Platform”). To assist you in using the Platform, and to ensure a clear understanding of the relationship arising from your use of the Platform, we have created (i) these Terms of Use (the “Terms of Use” or “Terms”) and (ii) a Privacy Policy. Our Privacy Policy explains how we treat information you provide to us through the Platform and our Terms govern your use of our Platform and participation in our Services. Our Terms and Privacy Policy apply to any Platform visitor (collectively, “you”), including (i) casual visitors to our Platform who do not participate in the Services (“Platform Visitors”), and (ii) individuals who register to participate in the Services as either (a) seekers who wish to find and buy Goods (“Goods Seekers”), or (b) owners who wish to post Goods available for sale (“Goods Sellers Providers”) (Goods Seekers and Goods Sellers are collectively referred to herein as “Registered Users”). The terms “WNW,” “we” and “us” refer to Worn Not Wasted, Inc.. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE PLATFORM. BY ACCESSING ANY PORTION OF THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS OUR PLATFORM. PLEASE SEE SECTIONS 24 BELOW REGARDING RESTRICTIONS ON YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR SERVICES, TERMS OF USE OR PRIVACY POLICY. 1. Your Agreement These Terms govern (i) your use of the Platform, (ii) your receipt of and participation in WNW’s services offered through the Platform (our “Services”), (iii) your provision of reviews, photographs, videos, comments, text, images and other information in connection with using the Platform (“User Content"); and (iv) your use of information obtained through the Platform, including (a) information, software, artwork, text, video, audio, pictures, content, trademarks, trade dress, and other intellectual property owned by WNW or its licensors and made available to you through the Platform (“WNW Content”). Please read these Terms carefully; they impose legal obligations on you and on WNW, and establish our legal relationship. By accessing our Platform, you are acknowledging that you have read and understood these Terms and agree to be legally bound by them. While you can visit the Platform and review a range of information about WNW and our Services and the Goods for sale on our Platform without registering, to participate in the Services and make purchases, we ask that you become a Registered User. In addition, if you become a Registered User, during the registration process for your user name and password (and from time to time as we may require) you will be prompted to click/check an "I Accept" button/box, which further confirms your agreement to be legally bound by these Terms. 2. Our Services: Overview The Platform is designed to enable Goods Sellers to post listings for items they own that they desire to sell, such as clothing, footwear, headwear, and accessories. (each, an item of “Goods” and with respect to the Goods Seller who posted it, the “Goods Seller’s Property”), including information related to the size (if applicable), brand, condition of the Goods, other information, and details relevant to the Goods (e.g., pick-up versus delivery, fuel/battery requirements) (each, a “Listing”). Goods Seekers can search the Platform to find Listings and make purchases from Goods Sellers (a “Sale”). 3. WNW Is NOT a Party to Any Sale. 3.1 Sales. WNW does not own or manage, nor can we contract for, any Goods listed on this Platform. WNW merely acts as a venue to allow Goods Sellers who advertise on the Platform to offer for sale their Goods to potential Goods Seekers. While we may offer tools or services to facilitate Sales and to allow Registered Users to communicate with each other and enter into a sale or other transactions, we are not a party to any Sale or related agreement between Registered Users. As a result, any part of an actual or potential transaction between a Goods Seeker and Goods Seller, including the quality, condition, safety or legality of the Goods advertised, the truth or accuracy of the Listings (including the content thereof or any review relating to any Goods), the ability or authority of Goods Sellers to sell any Goods or the ability of Goods Seekers to purchase Goods are solely the responsibility of each Registered User. You acknowledge and agree that (i) WNW is not your sales agent; and (ii) WNW has no responsibility or liability for the Goods offered or sold through the Platform. WNW HAS NO CONTROL OVER THE CONDUCT OF REGISTERED USERS OF THE PLATFORM AND SERVICES, OR ANY LISTING, OR SALE, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. 4. Eligibility; Obtaining a Password; Use of Your Password. 4.1 Eligibility. You must be at least 18 years old to use the Platform and participate in the Services. By accessing or using the Platform or registering to participate in the Services, you represent and warrant that you are at least 18 years old. 4.2 Registered User Acting in a Representative Capacity. If you are agreeing to our Terms of Use and Privacy Policy on behalf of a company or other legal entity (“Your Organization”), then (i) you represent and warrant that you have authority to act on behalf of, and to bind Your Organization and (ii) for all purposes in these Terms and the Privacy Policy, the term “you” means Your Organization on whose behalf you are acting. 4.3 Protecting Your Password. We may make certain areas of the Platform accessible only to users that have a password. If we do so, and if you obtain a password, please keep in mind that we will treat anyone who uses your user name and password as “you.” We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of a person using your password. Therefore, we recommend that you maintain your user name and password in confidence, and that you refrain from disclosing this information to anyone who might “pretend” to be you with respect to the Platform and your participation in the Services. We also ask that you notify us immediately if you suspect that someone is using your user name and/or password in this or any inappropriate manner. 5. Your Consent to Our Privacy Practices. As noted above, our Privacy Policy explains how we treat information you provide to us through the Platform. 6. Grant of Rights to Registered Users 6.1 Grant of Rights to Registered Users. Subject to Your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, worldwide right to access, execute, display, perform, and otherwise use the Platform solely for Your personal purposes/Your Organization's internal business purposes, provided that you shall not (i) license, sublicense, sell, resell, distribute or otherwise commercially exploit the WNW Platform to any third party; (ii) modify or make derivative works based upon the WNW Platform; or (iii) reverse engineer, reverse compile, or access the WNW Platform in order to build a competitive product or service. Goods Sellers may upload information related to a Property in connection with providing a Listing. You may access and view certain other password-protected areas of the Platform for use solely in conjunction with the Services and as provided in these Terms, and you may not modify, copy, distribute, or otherwise use the WNW Platform, Content or Services. 6.2 Duration of Rights. You will continue to enjoy Your rights under Section 6.1 (Grant of Rights to Registered Users) for as long as you are a Registered User, unless Your password is revoked or suspended for misconduct, as set out in Section 15 (Monitoring; Revocation or Suspension of Use Privileges). 7. Ownership; Reservation of Rights. The information, software, artwork, text, video, audio, pictures, trademarks, trade dress, and other intellectual property embodied in the Platform and the WNW Content, are the proprietary property of WNW and its licensors, and are protected by U.S. and international copyright and other intellectual property laws, or are used under the principles of fair use. WNW and its licensors retain all rights with respect to the Platform, Services and the WNW Content except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through the Platform and/or through the Services unless specifically authorized in writing by WNW. 8. Registered User Grant of Rights. 8.1 Grant of Rights to WNW in User Content. By submitting User Content for participation in the Services and use of the WNW Platform, uploading files, or otherwise (if such features are available to you), you grant WNW the right to use, copy, reformat, index, modify, display, and distribute your User Content for the purposes of providing our Services. Goods Sellers may upload information related to a Property in connection with providing a Listing. No compensation will be paid with respect to WNW's use of your User Content under this grant. 8.2 Your Grant of Rights to Other Registered Users For Noncommercial Purposes. By posting User Content, you are also granting to other Registered Users ("User Licensees") a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to access and share via link your User Content, provided that a User Licensee meets and maintains each of the following conditions: (i) the User Content shall not be used for commercial purposes, and (ii) under no circumstances shall a Registered User exercise these rights with respect to your User Content by modifying or changing the User Content without your express permission. No compensation will be paid with respect to Registered Users’ use of your User Content under this grant. 8.3 Registered User Comments/Feedback. Our Platform may allow Registered Users to provide comments or feedback regarding Properties, our Platform and our Services. By providing comments/feedback, you grant us the right to use your comments and feedback for the purposes of improving and promoting the Platform and our Services. 8.4 Rights/Permissions You Must Have in Your Submitted Content; Additional Requirements for User Content. In submitting User Content and posting Listings, you represent and warrant that (i) you have sufficient authority and rights to post such Content, and provide the use rights granted in this Section and that your Listing and any Sale will not infringe upon, violate or otherwise conflict with any third party rights; (ii) by posting the Listing and completing any Sales for the listed Property, you have not breached and will not be in breach of any agreement you have entered into with any third party; (iii) the Listings you post will be in compliance with all applicable laws; and (iv) and that either (a) no consent by the persons depicted in your User Content is required, or (b) each person depicted in images, videos or identified in text in your User Content (if any), has provided you with consent (“Photo Subject Consent”) to use the User Content as set forth in these Terms. We ask for you to obtain Photo Subject Consent because (A) as the creator of the User Content, you are better able to identify who the subjects of your Content are, whether Photo Subject Consent is necessary, who needs to provide the Photo Subject Consent, and obtain the requisite Photo Subject Consent; and (B) other business reasons, including without limitation the volume of Content hosted by WNW, make it more feasible for the individual Users to obtain any requisite Photo Subject Consents. By way of examples and not limitation: • Photographs and videos in your User Content (or linked in your Listing / User Content) should focus on the Property and should not include any individuals for which you have not obtained Photo Subject Consent. • Photographs and videos in your User Content / Listings should not display any trademarks (or otherwise violate the intellectual property rights) owned by third parties unless you have the prior written consent of the owner of the trademark / copyright. Goods Seekers acknowledge and agree that any reviews, comments or other information you may provide via the Platform shall be your original Content or otherwise provided with the permission of the creator of the Content. 8.5 Right to Decline Submitted Content. We expressly reserve the right to refuse to use (or to remove or disable) any User Content that we conclude, in our sole discretion, violates these Terms or our Privacy Policy, or is incompatible with the purposes of the Platform. 8.6 Rights of Goods Sellers in Goods. By providing a Listing for Goods on the Platform, Goods Sellers represent and warrant that you are either (i) the owner of the Goods, or (ii) an authorized representative of the owner with authority to post the Listing and sell the Goods to Goods Seekers. WNW reserves the right to take down listings and block Goods Sellers from accessing or using the Platform if we determine that you do not have the right to make such Listing. 8.7 WNW Assistance with Third Party Claims. To the extent that WNW is made aware of a Third Party Claim, either by you or through a Photo Subject Take Down Request, to assist you in resolving the Third Party Claim, we will take down the User Content in question. However, we cannot assure that such take downs will resolve every dispute. If Third Party Claims are brought against WNW related to your User Content uploaded or posted on the WNW Platform by you, you agree to indemnify WNW pursuant to Section 20. 9. Registered User Responsibilities: Goods, Listings and Sales. 9.1 All Registered Users are responsible for their own compliance with all applicable laws. Without limiting this obligation, Registered Users must only use the Personally Identifiable Information of other Registered Users that is obtained via the Platform or otherwise in connection with the Services in compliance with the CAN-SPAM Act and the Telephone Consumer Protection Act. 9.2 We expect our Registered Users to provide accurate information. We reserve the right to verify the identity of our Registered Users and to conduct background checks, we have no obligation to do so and we assume no obligation to do so. If our background checks reveal any history of fraudulent activity or other similar conduct, we reserve the right to suspend or terminate your access to the Platform. 9.3 Goods Sellers are responsible for only posting Goods that satisfy our Guidelines, which may be updated from time to time. 9.4 Goods Seekers will be able to complete Sales for rental of the Goods posted by Goods Sellers on the Platform. Goods Sellers acknowledge and agree that by posting a Listing on the Platform, you are bound by the terms of the Listing and you shall not increase the price of the Listing after receiving a request from an Goods Seeker to complete an Sale. 9.5 WNW is not responsible or liable for obtaining insurance, maintaining the safety, security, cleanliness or other condition of the Goods, nor is WNW responsible or liable for verifying the accuracy of any information contained in a Listing. Goods Sellers acknowledge and agree that the Goods you post in Listings is your sole responsibility and Registered Users are solely responsible for obtaining appropriate their own insurance coverage, whether obtained through the Platform or otherwise. 10. Payments and Payment Services 10.1 Payments. Upon your election to use the Payment Services, Goods Seller authorizes WNW to collect amounts due for a Sale via credit card, debit card, and electronic funds transfer payments (together "Payments") from Goods Seekers on Goods Seller’s behalf in exchange for the fees and payments set forth in this Agreement. 10.2 Acceptance of Payment Provider Terms. In order to use our Payment Services, Goods Seller must also and hereby does consent to the Payment Provider Terms of Service. 10.3 Financial Preferences for Sales. 10.3.1 “Payment Account” means a payment method that you have designated for use in connection with your WNW Account, such as a credit card, debit card or PayPal to be used for Payment Services with WNW. 10.3.2 “Deposit Account” means a deposit method that you have designated for use in connection with your WNW Account, such as PayPal, direct deposit, a prepaid card or a debit card (where available) to be used for Payment Services with WNW. 10.4 By adding a Deposit Account, you acknowledge and agree that WNW will collect the full (or partial, depending upon the payment arrangement set by Goods Seller, as provided below) Payment for the Sale from the Goods Seeker, and will initiate deposit of the collected amount to your Deposit Account within approximately 24 hours from the check-in date of the Sale, subject to bank processing delays and any fraud or risk holds imposed by WNW or its Payment processor. 10.5 Authorization for Debits and Credits. You hereby authorize WNW to access your bank account designated on the Registration Form for the following purposes: 10.5.1 to deposit Payments due to you; and 10.5.2 to debit any fees or charges owed to WNW in accordance with these Terms, including fees related to chargebacks and Non-Sufficient Funds (“NSF”) prior to settlement to your bank account. In the event WNW is unable to recover any fees for any reason, Goods Seller agrees to pay all reasonable costs of collection, including reasonable attorneys' fees, incurred by WNW. 10.6 Right of Off¬set. In the event WNW is unable to debit Goods Seller’s Payment Account for any fees or charges owed to WNW, you authorize WNW to deduct (off-¬set) such amounts from future Rent Payments. WNW shall be entitled to offset any payment obligation that WNW may have to you under these Terms against (1) Fees owed by you, (2) amounts overpaid to you due to a later reversal, refund, chargeback or other adjustment to prior Payment transactions, and (3) any other amounts owed by you to WNW under these Terms or any other agreement. 10.7 Provision of Information. You agree to keep your financial account information current and up-to-date with WNW. Failure to do so will result in Rents being misdirected, held by WNW pending confirmation, or returned to Goods Seeker. WNW disclaims all liability for Payments if your financial account information is not kept current. WNW may suspend or terminate without notice your ability to accept Payments if you fail to keep this information current or block WNW’s ability to debit or credit your Payment Account or Deposit Account. You shall provide WNW with such information as WNW may lawfully require in order to promptly and accurately perform the Payment Services. You shall promptly notify WNW of any and all inaccuracies in, or changes to, the information provided by you. WNW shall in no event be liable for any damages directly or indirectly resulting from your failure to provide current and correct information. 10.8 Fraud and Risk Reviews. You hereby authorize WNW to collect and verify the information provided by you on the Registration Form. WNW shall be entitled to – but shall have no obligation to – use this information to perform customer due diligence, verify your identity, verify your ownership of the Goods (to the extent possible), and perform various fraud and risk reviews on you and will monitor the transactions through the Payment Services to protect the integrity of its systems and business. Based upon these reviews, WNW will determine, in its sole discretion, whether it is able to offer you the Payment Services or to permit your continued use of the Platform, and the manner in which it will settle Payments of Rents. Upon successful completion of the foregoing screening, WNW will offer you the following settlement timelines: 10.8.1 WNW Commission. WNW charges a commission on all Sales as follows: Side Hustle 10% commission of the total sale. Start-Up and Empire pay no commission and are subject to monthly membership fees. 10.8.2 Security Deposit: Goods Sellers can choose to allow WNW to hold a Goods Seeker’s security deposit when they pay for a Sale using WNW’s payment processing system. If this option is chosen and the Goods Seller has not submitted a damage claim to WNW, WNW will release the security deposit to the Goods Seeker within the number of days from the completion of the Goods Seeker’s Sale designated by the Goods Seller in its settings. Any changes related to security deposits (i.e., adding or removing a security deposit requirement) made by Goods Seller in settings will only take effect for future Sales and will not retroactively effect Sales already made prior to the date of the change. 10.8.3 If the Goods Seller chooses not to allow WNW to hold the Goods Seeker’s security deposit, the Goods Seller will receive the full Sale amount in its Deposit Account, including the security deposit, and will be responsible for refunding the security deposit to the Goods Seeker. In this case, returning the security deposit to the Goods Seeker is arranged directly between the Goods Seller and the Goods Seeker and is not facilitated by WNW in anyway. 10.9 While we have no obligation to do so, we reserve the right to hold or withhold Payment to you if we suspect there has been fraud or other suspicious activity in connection with the Listing, Sale, or the Payment. 10.10 Chargebacks and Reversals. Goods Seller acknowledges and agrees that any Payment by a Goods Seeker is subject to a right of chargeback if paid by credit or debit card or reversal if an ACH transaction, as these rights exist between the Goods Seeker and his/her respective bank or credit card issuer. In the event of a chargeback or reversal of any Payment by a Goods Seeker, WNW will automatically deduct such amount plus any fees associated with the chargeback or reversal from your bank account. Thereafter, WNW will open a resolution case and investigate the reason for the charge back. You agree to cooperate with WNW and to provide any information that may be reasonably requested by WNW in its investigation. In the event it is determined that the Goods Seller was not at fault in connection with the chargeback, WNW will use commercially reasonable efforts to dispute the chargeback on your behalf. In the event it is determined that the chargeback was due to Goods Seller negligence , false information related to the Listing, or other similar circumstances, WNW will, in its sole discretion, charge the Chargeback Fee to the Goods Seller. You are liable for all chargeback or reversals of Payments processed on your behalf by WNW, including the Chargeback Fee listed in the Fees Schedule. You acknowledge that chargeback and reversal decisions are made by the applicable issuing bank or credit card networks and all judgments as to the validity of the chargeback or reversal is made at the sole discretion of the applicable issuing bank or credit card networks and that WNW shall have no liability or responsibility in connection with any chargeback or reversal. 10.11 Limitation on Use of Services/Website. Goods Seller may only utilize the Payment Services for the payment of Sales as defined herein. You may not use, and hereby represent and warrant that you will not use, the Payment Services for any other purpose, including but not limited to the payment for any illegal activity, good, or service. You agree to comply with all WNW policies, and any other limits concerning use of the Website and Payment Services, as updated by WNW from time to time, including without limitation: (i) WNW's requirements for data security; and (ii) any operating rules and/or policies of the card associations or networks that are used to process the Payments (as such may be updated from time to time). Notwithstanding anything any other terms of this Agreement, WNW has the right (a) to change, suspend or discontinue the Services or Website, in whole or in part and (b) to impose limits on certain features or restrict access to parts or all of the Services or Website without notice and without liability when WNW, in its sole discretion, determines necessary to protect the integrity of the Website and its operations, to avoid harm to others, or for any other reason. WNW may decline to process any payment in connection with, among other reasons, fraud prevention activities, applicable law, or WNW policies. 10.12 Payments. You acknowledge and agree that- (i) your rental of Properties are transactions between you and the relevant Goods Seeker and not with WNW or any of WNW's affiliates; (ii) WNW is a third-party Rent collector for you and is not a party to any transaction; (iii) WNW will not be responsible for, and does not control, whether a Goods Seeker will make any Rent Payment; (iv) WNW is not a bank or other chartered depository institution; and (v) funds processed by WNW or its service providers (including any bank service providers) in connection with the collection of Rents are not deposit obligations and are not insured for your benefit by any governmental agency. 10.13 Payment Terms for Goods Seekers. 10.13.1 Goods Seeker Responsibility for Payments. Once a Sale is completed between a Goods Seeker and Goods Seller, payment for the Sale must be made. 10.13.2 Authorization to Deduct. Goods Seekers hereby authorizes WNW to automatically deduct from the financial account provided by the Goods Seeker at the time of Sale (your “Payment Method”) all amounts that are due for the Sale, including the cost of any Claims associated with damage to the Property. Goods Seeker hereby certifies that he/she is authorized to effect charges to the credit card number provided to WNW. In the case of any issues or disputes concerning any transaction under these Terms, Goods Seeker will notify WNW promptly to rectify the situation prior to notifying his/her credit card company. Goods Seeker authorizes WNW or its payment processor to store and charge Goods Seeker's Payment Method as provided in these Terms. You agree that we may obtain any updates to your Payment Method from our financial services institutions to update our records for your Payment Method. 11. Reviews. Goods Seekers will be entitled to post reviews of the Goods they rent. We will verify that a Goods Seeker has rented the Goods in question before permitting a review of the Goods. Goods Sellers shall be prohibited from removing reviews or photographs of the Goods included in the review unless the review or photograph is fraudulent, objectively false, or otherwise unlawful. 12. Photo Subject Take Down Requests. Similar to Linked Sites, WNW does not endorse any User Content submitted to the Platform by any User, or any review, opinion, recommendation, or advice expressed therein, and WNW expressly disclaims any and all liability in connection with Registered User Content. Due to the nature of User Content, images of third parties may be captured in public settings where it is not feasible for the videographer/photographer to obtain the consent of all subjects depicted in such User Content. Third parties who believe they are harmed by User Content uploaded or posted on the WNW Platform (“Photo Subject Requesters”) may contact us (Section 28) and request that the particular User Content be taken down (“Take Down Request”). Take Down Requests must include enough information about the particular User Content in question for WNW to identify the User Content, including (i) the URL(s) at which the User Content is posted, (ii) the user name of the Registered User who posted the User Content, and (iii) the name/title of the User Content, if any. WNW will respond to reasonable Take Down Requests in its sole discretion. TAKE DOWN OF THE USER CONTENT IN QUESTION SHALL BE THE SOLE REMEDY FOR PHOTO SUBJECT REQUESTERS. 13. User Conduct; User Disputes. WNW is not responsible for and is not liable for any Listing, User Content or conduct of Registered Users. You are solely responsible for your User Content, conduct, and interaction with other Registered Users, both online or offline. We have no obligation to become involved in disputes between Registered Users. If you have a dispute with one or more Registered Users, you release WNW (and our officers, directors, agents, employees, subsidiaries, and affiliates) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. 14. Code of Conduct. AS A CONDITION TO YOUR USE OF THE PLATFORM AND THE SERVICES, YOU AGREE TO FOLLOW OUR CODE OF CONDUCT, SET OUT BELOW. Under this Code, you will not: • Post a Listing for a limited time and switch the terms of the Listing to be less favorable after Goods Seekers have requested an Sale or otherwise take any actions that might be considered a “bait-and-switch” to drive Sales. • Take any actions with respect to potential renters of Goods that violate the terms of any other agreement to which Goods Seller is a party or that are otherwise in violation of applicable law. • Use the Platform to identify potential renters for Goods then instruct or otherwise direct such renters to rent directly from the Goods Seller or through a third party website or service. • Upload, email or otherwise transmit any images or other User Content that is unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable. • Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person’s consent. • Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing. • Infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy. Electronic materials – such as music, videos, games, images, and text in electronic form -- can easily be copied, modified and sent over networks (such as the Internet). These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. These materials may not be transmitted over the Platform without the copyright owner's permission, or without a legitimate "fair use" justification for the transmittal. • Transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information. • Use the Platform to artificially generate traffic or page links to a Platform or for any other purpose not expressly allowed under these Terms. • Use the Platform in a manner that could disable, overburden, or impair the Platform or Services or interfere with any other party's use and enjoyment of the Platform and Services, such as through sending "spam" email. • Use the Platform to test or reverse engineer the Platform in order to find limitations, vulnerabilities or to evade filtering capabilities. • Seek to obtain access to any materials or information through "hacking," "data harvesting," or through other means we have not intentionally made available to you through the Platform. • Use the Platform for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Platform to violate any law, statute, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising). 15. Monitoring; Revocation or Suspension of Use Privileges. We reserve the right at any time to (i) monitor your use of the Platform, and (ii) terminate or suspend your use of some or all of the Platform or Services if you engage in activities that we conclude, in our discretion, breach our Code of Conduct or otherwise violate these Terms or our Privacy Policy. Although we have no – and assume no -- obligation to monitor activities on the Platform, please understand that we may employ filters designed to detect and block inappropriate content under this Code of Conduct. We reserve the right to request edits to remove any information or materials, in whole or in part, that we believe, in our sole discretion, are incompatible with our Code of Conduct. IF YOU DO NOT REMOVE OBJECTIONABLE CONTENT IN RESPONSE TO OUR REASONABLE REQUESTS, WE WILL TERMINATE YOUR USE OF SOME OR ALL OF THE WNW PLATFORM OR SERVICES AT ISSUE. Users should also understand that our Code of Conduct is based in many instances on principles of applicable law. Users who violate our Code of Conduct accordingly may be exposed under these laws to criminal charges, and civil liability to harmed parties for compensatory damages and attorney's fees. WNW reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, consistent with its Privacy Policy. 16. Reports and Complaints. If you believe that a user has acted inappropriately, such as by violating our Code of Conduct, you may report your concerns either via the links we have included on the Platform, or by contacting us in accordance with Section 28 (Contact Us). If we are notified by a user that he/she believes User Content on the Platform does not comply with our Code of Conduct, we will investigate the allegation and determine in good faith, in our sole discretion, whether to remove or block access to such Content, or to take action with respect to the person or persons responsible for posting the Content. 17. Links to Third-Party Sites. The Platform may also contain links or produce search results that reference links to third party websites (collectively "Linked Sites"). For example, Registered WNW has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions, or materials available on Linked Sites. WNW does not endorse the content of any Linked Site, nor does WNW warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. By using the Platform to search for or link to another site, you agree and understand that such use is at your own risk. 18. Warranty Disclaimer. WNW DOES NOT PROMISE THAT THE PLATFORM OR SERVICES (INCLUDING PAYMENT SERVICES) WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE PLATFORM WILL PROVIDE SPECIFIC RESULTS FROM YOUR USE OF THE PLATFORM, PARTICIPATION IN THE SERVICES (INCLUDING PAYMENT SERVICES), OR YOUR USE OF ANY CONTENT, SEARCH, OR LINK ON IT. THE PLATFORM AND ALL SERVICES (INCLUDING PAYMENT SERVICES) AND CONTENT WITHIN IT ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WHEN YOU ACCESS THE PLATFORM YOU DO SO AT YOUR OWN RISK. WNW DOES NOT WARRANT OR REPRESENT THAT MATERIALS YOU DOWNLOAD FROM THE WNW PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES. WNW SHALL IN NO WAY BE LIABLE TO YOU DUE TO ANY DISRUPTION OR UNAVAILABILITY OF THE SERVICES, PAYMENT SERVICES, OR PLATFORM DURING WHICH REGISTERED USERS ARE UNABLE TO ACCESS OR USE THE SERVICES, PAYMENT SERVICES, OR PLATFORM OR ANY FAILURES THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF A PAYMENT OR THE SERVICES (INCLUDING PAYMENT SERVICES). WNW DISCLAIMS (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE PLATFORM; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE PLATFORM, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE WNW PLATFORM, RELATED SERVICES AND CONTENT IS AT YOUR SOLE RISK. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WNW IS NOT A SELLER OR OWNER OF THE GOODS LISTED ON THE PLATFORM AND HAS NO AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE GOODS OR YOUR USE OF THE GOODS. YOU ASSUME ALL RISK AND LIABILITY ASSOCIATED WITH PURCHASING GOODS FROM THE PLATFORM AND HEREBY RELEASE WNW FROM ANY AND ALL DAMAGES, COSTS OR OTHER LIABILITY ARISING FROM THE LISTING OF GOODS, THE PURCHASE OF GOODS, THE USE OF GOODS, INCLUDING WITHOUT LIMITATION, ANY PERSONAL INJURY, DEATH OR PROPERTY DAMAGE ARISING FROM ANY GOODS OR THE USE THEREOF OR FROM YOUR INTERACTION WITH OTHER REGISTERED USERS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ANY SALES OR TRANSACTIONS ON THE PLATFORM ARE CONDUCTED BY/WITH THIRD-PARTIES AND NOT WNW. ALL OF THE GOODS SELLERS ARE INDEPENDENT OF WNW AND USE THE PLATFORM AS A WAY TO COMMUNICATE AND TRANSACT BUSINESS WITH YOU. YOU ACKNOWLEDGE THAT ANY SALE OR PURCHASE TRANSACTION BY YOU AND OTHER REGISTERED USERS OF THE PLATFORM IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED HEREWITH. WNW DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE GOODS SELLERS OR GOODS SEEKERS WHO AVAIL THEMSELVES OF THE PLATFORM. 19. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL WNW BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE WNW PLATFORM, RELATED SERVICES AND CONTENT, OR ANY GOODS LISTED OR SOLD THROUGH THE PLATFORM. 20. Indemnity. You agree to defend, indemnify, and hold WNW and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys' fees, arising from or related to your breach of these Terms. In the event that third parties believe they are harmed by your User Content posted on the Platform, and such User Content gives rise to violation of privacy claims, claims of infringement, claims related to use of a third party’s image in Content without consent or any other claims of damage by a third party (each a “Third Party Claim”), then you agree to defend, indemnify, reimburse, and hold WNW harmless from all costs and expenses (including reasonable attorneys’ fees) arising from such Third Party Claim. WNW shall give you timely notice of and shall have the option to undertake and conduct the defense of any such Third Party Claim, if you are not diligently prosecuting such defense. 21. Contact for Alleged Copyright Infringement. WNW respects the intellectual property rights of others and requires that its users do the same. If you believe that Content on the Platform or other activity taking place on the Platform constitutes infringement of a work protected by copyright (a "Work"), please notify our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) (the “DMCA”) to respond to such concerns, as follows: Worn Not Wasted, Inc. copyrightagent@wornnotwasted.com; by mail: 1715 Tiffany Drive East, West Palm Beach, Florida 33407; by phone: (561) 848-7200 Your notice must comply with the DMCA. Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA. 22. Modifications to these Terms. We may modify and change these Terms over time. We will not "retroactively" change these Terms, and any modifications we make shall take effect proactively, once you next access the Platform. Please feel free to print out a copy of these Terms for your records. 23. Assignment. These Terms shall not be assignable by you, either in whole or in part. WNW reserves the right to assign its rights and obligations under these Terms. 24. Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of Florida without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in the state and federal courts in the State of Florida in the judicial district where WNW has its principal place of business. The parties further agree that any cause of action arising under these Terms or our Privacy Policy shall exclusively be brought in such courts. ANY CAUSE OF ACTION YOU MAY HAVE HEREUNDER OR WITH RESPECT TO YOUR USE OF THE PLATFORM MUST BE COMMENCED BY FILING SUIT IN NEW YORK, NEW YORK, WITHIN ONE (1) YEAR AFTER THE INCIDENT UPON WHICH THE CLAIM OR CAUSE OF ACTION IS BASED FIRST OCCURRED. 25. General. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. WNW’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between WNW and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral. 26. Survival. The following provisions shall survive the termination of these Terms and shall apply indefinitely: Section 7 (Ownership; Reservation of Rights) Section 18 (Warranty Disclaimer) Section 19 (Limitation of Liability) Section 20 (Indemnity) Section 23 (Assignment) Section 25 (General) Section 26 (Survival) 27. Relationship to Privacy Policy and Other Contracts. These Terms must be read in conjunction (i) with other agreements into which you may enter concerning the WNW Platform and Services (if any), and (ii) with our Privacy Policy. The provisions of our Privacy Policy are incorporated herein. To the extent these Terms conflict with the terms of our Privacy Policy, the terms of our Privacy Policy will control. Similarly to the extent these Terms conflict with the terms and conditions of any specific agreement you enter with us, the terms and conditions of such specific agreement will control. 28. Contact Us. If you have any questions about these Terms, the practices of this Platform, or your dealings with this Platform, please contact us at: howcanwehelp@wornnotwasted.com Resellers Sales Tax Information State and local sales tax are generally imposed on all sales of tangible personal property such as the items you sell on the WNW Website regardless of whether the property being sold is new or used. For your convenience, we use a third-party company for the sales tax collection and remittance process. This means WNW will automatically calculate, collect, and submit state and local sales tax on the seller’s behalf, as applicable, on a regular basis. This will be transparent to the buyer in the check-out process, and is the responsibility of the third part provider. Please visit https://www.taxjar.com/sales-tax for more information on how our third party manages sales tax. While we offer sales tax collection and remittance as a convenience to our sellers, we recommend you discuss any specific questions with your personal tax or legal advisor, including how to use this information for tax filing purposes. WNW does not provide any legal, accounting or tax advice to sellers. Effective Date: The effective date of these Terms is 4/11/22.