TERMS OF SERVICE AGREEMENT

Rebag ("The Company") offers services (the "Rebag Services") through which you can sell certain luxury items (the "Products") after receiving an "offer" from Rebag by identifying your Product or completing check-out on the Rebag Website. You must agree to abide by the following terms in order to use the Rebag Services and/or the Rebag Websites. Rebag is an independent company not affiliated with any designer brand.

BY SETTING UP AN ACCOUNT, OR BY USING REBAG'S WEBSITE, YOU SIGNIFY THAT YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS, WHICH MAY BE AMENDED AT ANY TIME BY POSTING THE AMENDED TERMS ON THE REBAG WEBSITE. ANY AMENDED TERMS WILL BE AUTOMATICALLY EFFECTIVE IMMEDIATELY AFTER THEY ARE POSTED. Rebag reserves the right to terminate or suspend your use of the Rebag Website and/or the Rebag Services if you do not comply with this Agreement or any other Rebag policy or procedure, or for any other reason we determine, in our sole discretion.

About These Terms. These terms govern any offer that you receive to sell your Product to or through Rebag. These terms, the terms that govern your use of Rebag’s website ("Rebag Website"), the Rebag Services and any and all applications included therein, the terms of Rebag’s privacy disclosures and any supplemental terms or policies that accompany a specific transaction, feature or application collectively make up an agreement between you and Rebag (the "Agreement"). You acknowledge that this Agreement is in electronic form and has the same force and effect as an agreement in writing. In this Agreement, the term "you" or "your" means an individual or entity exercising rights under this Agreement, and the term "Rebag," "we" or "us" means Rebag and its affiliates and subsidiaries.

Requirements. In order to complete the sale of your Product to or through Rebag or to complete any other transaction with Rebag, you must: (i) Order a bag or a pickup; (ii) Provide true, up to date and accurate account information about yourself and any Product you submit to us; (iii) Comply with all terms and conditions of this Agreement; (iv) Comply with all applicable laws and regulations, including all import and export laws; and (v) Have the legal capacity to enter into agreements and to convey title and interest in any Product that you submit to us. In order to receive payments for any Products we purchase from you, you must provide us with information including a valid email address at which you are able to receive email, a valid postal address at which you are able to receive mail, and your first and last name. Rebag shall not be responsible for communication errors should your contact information be inaccurate or incomplete. You are responsible for ensuring that you can receive emails from Rebag, and Rebag is not responsible for any emails that were not received by you because they were blocked or filtered as spam. You understand and agree that if you fail to provide us with accurate and up to date information about yourself: (a) we will not be responsible for any misapplied payments or payments sent to a wrong address, and (b) any unclaimed funds may be subject to collection by governmental authorities under applicable unclaimed funds and escheat laws. You agree that we have no obligation to you if any of your unclaimed funds are turned over to governmental authorities.

Product Eligibility. Rebag determines, in its sole discretion, which Products are eligible for purchase by or through the Rebag Services and for which eligible Products Rebag will provide an offer. Rebag may terminate the eligibility of certain Products at any time and without advanced notice, but such termination will not affect any Products for which you have already accepted an offer. Unless already accepted by the customer, all offers by Rebag automatically expire five (5) days following the date that they were issued.

Condition Defined. Rebag only accepts items in excellent condition. There should be no noticeable flaw, no functional nor physical problem. DO NOT SEND ITEMS WITH VISIBLE WEAR AND TEAR NOR ITEMS WITH SIGNS OF USE. Do not send items that are non-operative or with physical damage that inhibits use. The above definitions are broad guidelines. More specific condition definitions specific to the category and/ or type of Product may be included on the Rebag Website offer screen and serve as the effective condition definition for that product. Condition definitions are subject to change at Rebag's discretion. If you are uncertain about your Product’s condition, please seek guidance by contacting Rebag’s customer care. Any Product deemed not authentic by Rebag or with condition that has been misportrayed will only be returned to you against a $10 fee. If you do not pay the $10 return fee, the Product will remain the property of Rebag. This $10 return assurance fee will be netted from any payment due by Rebag to the seller

Product Valuation. All offers will be based on Rebag's own determination of the Product value in reliance on the accuracy of the information you supply us. Rebag will use its discretion to determine the Product value, weighing factors that may include the Product's model, functionality and condition and whether necessary Product accessories have been provided by you. Upon receiving an offer, you have the option of accepting or rejecting that offer. Acceptance indicates you are willing to provide your Product to Rebag at the offered price. If you do not accept Rebag’s offer, the specific transaction expires. If after rejecting the offer you change your mind and want to accept the offer, you will need to open another transaction with us at which point, assuming the Product is still eligible for purchase, the new offer may be different as Product prices are subject to change.

Non-Binding Offers. All Offers from Rebag to purchase submitted Products are non-binding and indicative only. Rebag reserves the right, at its sole discretion and at any point in time, to cancel any Offer. In case of cancellation by Rebag, return assurance fees of $10 per Order still apply. In case of multiple items being returned, the return assurance fee will only be charged once ($10). If you do not pay the $10 return fee, the Product will remain the property of Rebag. This $10 return assurance fee will be netted from any payment due by Rebag to the seller.

Fitness for Sale. You must have all right, title, and interest in any and all Products you seek to sell to Rebag. The Products and the sale and shipment of such items to Rebag: (a) must comply with all applicable laws, statutes, ordinances, including without limitation all import and export laws, (b) may not infringe on third party intellectual property rights (including copyrights, trademarks, patents, trade secrets or other proprietary rights), and (c) shall not be counterfeit, stolen, or fraudulent. You represent and warrant that the Products are free of any liens or encumbrances. By using the Rebag Services, you agree to indemnify Rebag from all claims or losses sustained by Rebag as a result of any breach of these representations and warranties.

Sending Rebag Your Product. When packaging your Product, be sure to include all materials included in your description when we calculated your offer. This may include particular accessories. Failure to include any items you told us about when the offer was calculated, or sending us a Product which does not match your original description, may impact the final value of your Product and may result in a revised offer.

Product Inspection; Offer Recalculation. Your Product must be received by Rebag within fifteen (15) days after you order the prepaid box or a pickup on the Rebag Website or drop your product off at one of our store locations (the "Delivery Period") or the offer shall automatically expire. Packing and shipping recommendations provided to you by Rebag should be followed in order to avoid possible damage to or loss of the Product in transit. Rebag will inspect all Products that are received. Rebag has the option to accept or reject the Product, including without limitation, to reject any Product not conforming to the description you provided to us, any Product modified in such a way that it no longer conforms to the original factory specifications, any Product no longer complying with applicable laws or regulations (e.g. FCC rules, etc.) and/or any Product damaged or lost in transit. If Rebag rejects the Product for any of these reasons, the original offer automatically expires and is rescinded. Rebag reserves the right to revoke the original offer and provide a revised offer for the Product if: (a) the Product and/or materials are not as described,(b) the Product is received by Rebag after the Delivery Period, and/or (c) Rebag receives Product(s) that are different from those identified when your offer was calculated

Recalculated Product Offers after Inspection. In the event Rebag recalculates the offer it provided for the Product after it has been received and inspected, as described above, you shall have the option of accepting or rejecting the new offer. If you accept the new offer, you will be paid in normal course and in accordance with these service terms. If you reject the new offer, Rebag will return the Product to you, against a $10 fee, at the address from which it was originally sent. Rebag will give you a period of five (5) days after Rebag presents you with are calculated offer via email at the address you provided to accept or reject the new offer (the "New Offer Period"). Rebag will also remind you of the outstanding new offer one or more times during the New Offer Period. However, if the new offer is neither affirmatively accepted nor rejected by you during the New Offer Period, the new offer will be deemed to have been accepted by you and you will be paid the new offer price in the normal course and in accordance with these service terms. For the avoidance of doubt, your acceptance of the original offer and/or any new offer is final and you may not change your mind later about accepting such offer.

Releasing Rights to Product. Once you send Rebag your Product, Rebag cannot and does not guarantee that it will be able to honor any request for return of the Product. Of course, if Rebag rejects the Product or you do not accept any new offer for the Product (the "Return Circumstance"), your Product will be returned to you as set forth in the previous sections, against a $10 fee.

Authentication. Rebag only accepts fully authentic Products. DO NOT SEND UNAUTHENTIC PRODUCTS. Once received, our team of experts will go through a thorough authentication process. Our experts have multi year experience in luxury fashion and in the brands carried by Rebag. They are extremely knowledgeable and will find out counterfeits. IF YOUR PRODUCT IS DEEMED UNAUTHENTIC, AND AS PER THE REQUIREMENTS OF THE LAWS OF THE UNITED STATES, WE CANNOT AND WILL NOT ACCOMMODATE ANY RETURN, EVEN AGAINST A FEE. The Product will be retained by Rebag and destroyed within one month.

Risk-Of-Loss. You remain responsible for the risk-of-loss for the Products until delivery of the same to Rebag. You are responsible for any damages that may occur to your Product while in transit. Rebag is responsible for risk-of-loss when it opens the packaging containing your Product and ceases in the event Rebag returns your product to you for any reason. For the avoidance of doubt, in such event, risk of loss will be transferred to you once Rebag delivers the package to the carrier for return to you and you will bear the risk-of-loss while the Product is in transit.

Passing of Title. Title to the applicable Product passes to Rebag upon Rebag’s acceptance of the Product for the original offer or the new offer, as applicable. If there is a Return Circumstance, title shall not pass and shall remain with you.

Non-Transferable. Any offer by Rebag for your Product is non-transferable and not redeemable for any other consideration other than what is offered by Rebag.

Import and Export Laws. You agree to comply fully with all import and export laws, regulations, rules and orders of the United States, or any foreign government agency or authority, and that you will not directly or indirectly transfer your Product without proper authorization from the U.S. and/or foreign government. You bear responsibility for and assume all expenses relating to your compliance with the described laws, regulations, rules and orders, and for obtaining all necessary authorizations and clearances in order to convey your Product to Rebag, including without limitation, valuation, classification and duties applicable with the import of any goods. Please note: U.S. trade sanctions administered by the Office of Foreign Assets Control (OFAC) generally prohibit the importation into the United States (including U.S. territories), either directly or indirectly, of most goods, technology, or services (except information and informational materials) from, or which originated from Cuba, Iran, Iraq, Libya, North Korea, Serbia, or Sudan; from foreign persons designated by the Secretary of State as having promoted the proliferation of weapons of mass destruction; named Foreign Terrorist Organizations; designated terrorists and narcotics traffickers. You may not offer or provide to Rebag for sale, any Products that would violate the provisions of this Section.

Promotions. From time to time, and at Rebag's sole discretion, Rebag may offer promotional programs as an incentive to customers. Promotions applicable to payments are applied as an increment to the final value of a customer's Product, but they are not considered a change in that final value. Promotional programs have explicitly defined terms, including but not limited to, expiration, usage per person and per transaction, and other limitations and restrictions. Unless otherwise stated, promotions must be applied by you before checkout. For the avoidance of doubt, once checkout is completed, promotions cannot be applied to the same transaction. Rebag reserves the right, in its sole discretion, to cancel or refuse promotions.

Cancellation Policy. Cancelation requests by customers can only be made within one hour of the order being placed. All such notices need to be in writing by email. Beyond that all orders are final. Rebag reserves the right to cancel any order at any time, before or after payment is processed, for security, fraud review or any other reason.

Customer Accounts. Rebag reserves the right at any time to temporarily or permanently remove accounts. In particular in case of patterns of unreasonable number of returns or cancellations, we reserve the right at our sole discretion to restrict or refuse that client’s access

Rebag Infinity. Rebag offers customers the option of exchanging a previously purchased Rebag bag for Rebag Credit valued at 70% or more of the original purchase price if exchanged within 6 months from the original purchase date. Rebag Infinity only applies if the bag was purchased on www.rebag.com, on the Rebag mobile app or in a Rebag store location. The bag being exchanged must be the exact same item in the same condition as when it was purchased from Rebag, and it must be submitted for exchange no later than 6 months after the original purchase date. Additional details and FAQs for Rebag Infinity can be found here.

Accuracy of all Information. Rebag makes every effort to ensure the accuracy of all information you receive in relation to your Product. From time to time, however, there may be typographical errors, technical inaccuracies, pricing or other errors or omissions. As such, Rebag reserves the right, at any time prior to payment, to: (a) Correct an error. (b) Change the offer. In the event the Product has already been sent to Rebag, the changed offer will become a New Offer subject to the processes set forth in previous sections. Otherwise, the changed offer will be re-issued, which you may accept or reject. (c) Void a transaction. If the Product was already sent to Rebag, Rebag will be deemed to have rejected the Product resulting in a Return Circumstance.

Privacy. We view protection of users' privacy as a very important community principle. When you use the Rebag Web Sites and the Rebag Services, we collect information about you. You agree that we may collect and use your information in accordance with the Rebag Privacy Policy as the same may be updated from time to time. If you object to your information being transferred or used in this way please do not use our Website or services.

Electronic Notices and Transactions. You agree to transact with us electronically, including without limitation, agreeing to terms and conditions or offering to sell your Product by electronic means. You authorize Rebag to provide you with terms and important notices about Rebag and your transactions to an email address you provide to us. It is your duty to keep your email address accurate and up to date and to maintain a valid email address and to ensure that emails we send you are not filtered or stopped by spam filters or other types of email blocking functionalities. If you no longer desire to transact electronically with us, you may no longer use the Rebag Website.

Access. You are responsible for obtaining at your own expense all equipment and services needed to access and use the Rebag Websites and the Rebag Services, including all devices, Internet browsers and Internet access. If you access the Rebag Website and the Rebag Services through a mobile or wireless device, you are responsible for all fees that your carrier may charge you for data, text messaging and other wireless access or communications services.

Use of Services. By using Rebag Website, you agree not to (i) access any of the Services by any means (including, without limitation, by use of scripts, web crawlers or similar methods) other than through the user interface provided by Rebag; and (ii) engage in any other activity that interferes with or disrupts the Services or performance of the Rebag Website.

No Warranties. WE PROVIDE THE REBAG SERVICES AND WEBSITE "AS IS", "WITH ALL FAULTS," AND "AS AVAILABLE", WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WE DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY. WE MAKE NO REPRESENTATIONS THAT YOUR TRANSACTIONS WITH REBAG WILL MEET YOUR REQUIREMENTS.

Limited Liability. IN NO EVENT SHALL REBAG, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR ANY CLAIMS OF YOU OR OTHER THIRD PARTIES WHATSOEVER WITH RESPECT TO YOUR TRANSACTIONS WITH REBAG UNDER THIS AGREEMENT. Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so the above exclusions may not apply to all users; in such states liability is limited to the fullest extent permitted by law.

Indemnity. You agree to indemnify, defend, and hold harmless Rebag, its parent, subsidiaries, affiliates, officers, directors, employees, agents, representatives, vendors and distributors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) violation or breach of any terms under this Agreement. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.

Entire Agreement/No Waiver. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. The captions are used only as a matter of convenience and are not to be considered a part of this agreement or be used in determining the intent of the parties to it. No waiver by Rebag of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

Correction of Errors and Inaccuracies. The Rebag Website and any correspondence related to a transaction may contain typographical errors or other errors or inaccuracies and may not be complete or current. Rebag therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Rebag does not, however, guarantee that any errors, inaccuracies, or omissions will be corrected.

Modification. Rebag reserves the right to modify this Agreement at any time. If you do not agree to the changes, you may discontinue using the Rebag Websites and/or the Rebag Services. Your continued use of any Rebag Website and/or Rebag Services after any such changes take effect constitutes your acceptance to such changes. Each time you submit a Product for sale to Rebag, you reaffirm your acceptance of this Agreement as in effect at the time of such use. You are responsible for reviewing this Agreement each time you use the Rebag Website. The last date this Agreement was revised is set forth below. Terms and conditions modifying the Agreement are effective immediately upon posting.

Applicable Law and Venue. THIS AGREEMENT AND THE TERMS OF SALE AND TRANSFER OF TITLE OF YOUR PRODUCT ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH NEW YORK CITY LAW AND TO THE EXTENT APPLICABLE, THE LAWS OF THE UNITED STATES. NO CONFLICT OF LAWS OR PROVISIONS OF ANY JURISDICTION WILL APPLY TO THESE TERMS AND CONDITIONS. YOU AGREE THAT ANY ACTION AT LAW OR INEQUITY ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS WILL BE FILED ONLY IN STATE OR FEDERAL COURT LOCATED IN NEW YORK CITY, NEW YORK, AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS. ALL DISPUTES MUST BE ADJUDICATED IN THE ENGLISH LANGUAGE.

Dwolla. You expressly authorize Rebag’s service provider, Dwolla, Inc. to originate credit transfers to your financial\institution account.

Accessibility Policy. The Company seeks to lower the technical barriers to accessibility on our website for persons with disabilities. We understand that individuals with varying disabilities may seek information on our website, and it is our goal to provide such individuals access to the content, features and functionality available through our website. With the above in mind, we have taken a number of steps to make our website accessible. In addition, through regular testing of our website, we will continue to implement commercially reasonable changes to improve accessibility to our website content, features and functionality. If you are unable to access any website content, feature or functionality, please email us at [email protected] or call us at 1-844-373-7723. We will make reasonable efforts to address the problem, which may include providing you an alternative method(s) for obtaining the applicable website content and/or fulfilling your request.

If you have any questions, concerns, or suggestions regarding the above Agreement, please feel free to email [email protected].

Last Updated: November 21st, 2019