Last updated: June 22, 2020

Thank you for using Suplexed, operated by Suplexed LLC (“we,” “us”, “our”, “Suplexed”). Through our website and mobile application, we provide information and digital multi-channel distribution (the “Services”) to buyers and sellers (“Clients”) in the resale market for sneakers, streetwear, watches, handbags and other “wearable” personal accessories (“Covered Products”). These Terms of Service (“Terms”) govern your use of the Services.


1. ACCEPTANCE OF THESE TERMS

BY CLICKING A BUTTON INDICATING YOUR ACCEPTANCE OF THESE TERMS, OR OTHERWISE ACCEPTING THESE TERMS, YOU AGREE TO THE TERMS, INCLUDING ALL CONDITIONS, PROHIBITIONS, AND OBLIGATIONS THEREIN. IF YOU ARE NOT AN INDIVIDUAL, YOUR ACCEPTANCE OF THESE TERMS CONSTITUTES A REPRESENTATION THAT YOU ARE AN AGENT OF THE CLIENT ACCEPTING THE TERMS AND HAVE THE AUTHORITY TO BIND CLIENT TO THE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THESE TERMS AND YOU MAY NOT USE THE SERVICES.


2. PRIVACY POLICY

Please review our Privacy Policy, incorporated herein by reference, which describes our privacy practices. By accepting these Terms, you also acknowledge the applicability of our Privacy Policy.


3. ELIGIBILITY AND ACCOUNT REGISTRATION

You must be 18 years of age or older and a registered Client of Suplexed to access or use the Services. By accessing or using the Services, you represent and warrant that you are 18 years of age or older and a Client. Clients that compete with Suplexed are prohibited from using the Services or creating an Account (as defined below).

To use the Services, you must register for an account (the “Account”). You can create an Account on our website with a separate password for each user on your Account. You agree to provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Account credentials, and only you and your authorized employees may access your Account. You are solely responsible for all activity that occurs on your Account, and you will notify Suplexed immediately of any unauthorized use. Suplexed is not liable for any losses by any party caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Suplexed or others due to such unauthorized use. Your account is non-transferable except with Suplexed’s written permission.


4. OWNERSHIP / INTELLECTUAL PROPERTY

The Services and all content, features and functionality embodied in the Services. and all intellectual property embodied therein, are the sole and exclusive property of Suplexed on a worldwide basis. Except as otherwise provided herein, no content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means without our express prior written permission. All rights not expressly granted by Suplexed in these Terms are expressly reserved.


5. PROPRIETARY RIGHTS AND LICENSES

License to Services. Subject to your compliance with these Terms, Suplexed grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to use the Services. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Suplexed or its licensors, except for the licenses and rights expressly granted in these Terms.

License to Client Data. You grant to Suplexed and its affiliates, and service providers acting on their behalf, a worldwide, non-exclusive, limited term license to access, use, copy, distribute, perform and display the data provided by you to us through the Services (collectively, “Client Data”) for the following purposes: (a) as reasonably necessary to provide the Services; (b) to prevent or address service or technical problems or at the request of you or your company (as applicable) in connection with customer support matters; or (c) as compelled by law in accordance with the “Confidentiality” section below.

EU Personal Data. To the extent Client Data includes EU personal data as defined by the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Client and Suplexed agree to the Data Processing Addendum, incorporated herein by reference. For clarity, the Data Protection Addendum shall apply only to Client Data that constitutes EU personal data under the GDPR.

Business Relationship. Client grants to Suplexed and its Affiliates a nonexclusive, worldwide, royalty-free license to use any of Client’s trademarks, brand names, and/or logos for the limited purpose of disclosing that Suplexed provides services to Client.

Aggregated and Anonymized Data. You agree that Suplexed and its affiliates may aggregate, anonymize, or otherwise de-identify Client Data and use and disclose such information without restriction, provided that such aggregated, anonymous, or otherwise de-identified data does not individually identify you (“Anonymized Data”). Suplexed retains all intellectual property rights in Anonymized Data, and such rights survive termination of these Terms.

Feedback. If you send us any feedback or suggestions regarding the Services, you grant to Suplexed and our affiliates an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use or share any such feedback or suggestions for any purpose without any obligation or compensation to you or any other party.


6. RULES AND PROHIBITIONS

As a user of the Services, you may not:

  • Use another person’s Account or misrepresent your identity;

  • Misrepresent any characteristics of any Products you list or make available through the Services;

  • Use the Services to make available to third parties any Products that are counterfeit or were obtained in violation of law;

  • Copy any of the copyrighted text or other content on the Services, or otherwise misuse or misappropriate information or content on the Services including, without limitation, for use on a mirrored, competitive, or third-party site;

  • Take any action that (a) may unreasonably encumber the Services’ infrastructure; (b) interferes or attempts to interfere with the proper working of the Services or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Services; (d) circumvents, disables, or otherwise interferes with security features of the Services; (e) distributes viruses or any other technologies that may harm Suplexed or others; (f) uses the Services in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights; or (g) circumvents any Fees payable to Suplexed;

  • Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful materials to or through the Services;

  • Violate any terms governing your use of third-party marketplaces that sell Products to buyers;

  • Fail to fulfill your contractual obligations regarding the purchase or sale of any Product;

  • Engage in fraudulent conduct, including the sale of Products that were illegally obtained;

  • Violate any applicable law in your use of the Services; and

  • Attempt to indirectly undertake any of the foregoing.


7. NO FEES

The Services are provided to Clients on a “no charge” basis.


8. TERM AND TERMINATION

These Terms shall govern your use of the Services unless terminated in accordance with this Section. Client has the right to terminate its Account at any time by ceasing to access the Services. Suplexed may terminate your Account at any time and for any reason, in its discretion. Termination of your Account will terminate your access to the Services. After termination, Suplexed has no obligation to return or maintain your Client Data.


9. GOVERNING LAW, VENUE, AND JURISDICTION

The laws of the State of Illinois, USA, excluding Illinois’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services and not subject to arbitration. All claims not subject to arbitration arising out of or relating to these Terms or the Services will be litigated exclusively in the federal or state courts of located in DuPage County, Illinois, USA, and you and Suplexed consent to personal jurisdiction in those courts.


10. DISCLAIMERS

You understand that, in connection with your use of the Services, issues may arise which are outside of Suplexed’s control, and may impair or prevent the completion of one or more aspects of the Services,

You also acknowledge and agree that Suplexed cannot control third party sites or sellers and may be affected by factors outside of Suplexed's control, including updates and upgrades to third party software that may block, interfere with or impair the Services. Suplexed will have no liability for your failure or inability to buy or resell any particular Products, whether by reason of infection by a computer virus or bug, tampering, technical failure, delay in Internet transmission, human error, communication lines failure and/or any other causes.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SUPLEXED EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SUPLEXED DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SUPLEXED FURTHER DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTIES, INCLUDING THIRD-PARTY MARKETPLACES, VENUES, OR HOSTING PROVIDERS.


11. LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. SUPLEXED IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE CONTENT AVAILABLE VIA THE SERVICES OR FOR DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL SUPLEXED BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE) EVEN IF SUPLEXED MAY BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.


12. INDEMNIFICATION AND RELEASE

To the fullest extent permitted by law, you release and covenant not to sue Suplexed, its affiliates, and our and their respective officers, directors, agents, joint venturers, employees, legal representatives, suppliers, successors, and assigns 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 disputes between you and a third party (including third-party marketplaces and/or any buyer or seller of Products). In entering into this release you expressly waive any protections (whether statutory or otherwise – e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.

You agree to indemnify and hold us and (if applicable) our parent, subsidiaries, affiliates, and our and their respective officers, directors, attorneys, agents, employees, licensors, suppliers, successors, and assigns (the "Suplexed Indemnitees") harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by us and (if applicable) any Suplexed Indemnitee resulting from or arising out of your breach of these Terms, your improper use of the Services, and/or your violation of any law or the rights of a third party.


13. CHANGES TO TERMS OF SERVICE AND THE SERVICES

We reserve the right to change these Terms (including our Privacy Policy) from time to time by posting the amended terms on this website. We advise you to read it regularly. Except as explicitly provided herein, any changes automatically take effect 30 days after they are posted. If you object to any such changes, your sole recourse will be to discontinue your use of the Services and close your Account; and your continued use of the Services following the effective date of any such changes will indicate that you have agreed to those changes.

Suplexed also reserves the right to modify or discontinue, temporarily or permanently, the Services or any part of the Services with or without notice for any reason.


14. GENERAL

Force Majeure: Suplexed shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by Suplexed on the Services, shall constitute the entire agreement between you and Suplexed concerning the Services. Except as explicitly stated herein, if any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect.

Assignment. We may assign or transfer our rights and obligations under these Terms at any time, provided that we assign the Terms on the same terms or terms that are no less advantageous to you. You may not assign or transfer these Terms, or any of its rights or obligations, without our prior written consent, which we can refuse in our sole discretion.

No Agency. No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms or your use of the Services.

Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Suplexed’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Notices. We shall send notices to you by email to the email address associated with your Account. Notice to you shall be deemed given 24 hours after the email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notice by registered mail to the postal address associated with your Account. Notices sent to either party by registered mail shall be deemed to have been received by that party three days after the date of mailing.

Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.

Contact Information: If you have any questions about these Terms or the Services, please contact us by email at [email protected]