Please read the following terms and conditions carefully before using our service.
MEMBERSHIP AGREEMENT
THIS MEMBERSHIP AGREEMENT (this "Agreement") is entered into on **start_date**, (the "Start Date"), by and between LUXE ICONE LTD, a company incorporated under the laws of the Republic in Cyprus, having registration number HE 457060 and registered office at 25 Martiou, 28, Office 102, 1087, Nicosia Cyprus (the "Company"), and **fullname**, residing at **address**, with ID **passport**, email, **email** (the “Member”). WHEREAS the Company is a private limited company that owns the online platform named RESELLERS CONNECTOR, available on https://resellersconnector.com/ and the smartphone application named ………………..(the “Program”) and wishes to grant access to the Member to use the Program. WHEREAS the Member wishes to have access to the Program and be able to sell (the “seller”) or buy (the “buyer") the goods available on the Program. WHEREAS the Company and the Member (the “Parties”) wish to enter into this Agreement that will govern their rights and obligations under this Membership Agreement and the use of the Program. The Agreement will govern the access to and use of the Program and any content, functionality and service it offers. It is agreed, therefore, THAT: 1.Definitions Company: LUXE ICONE LTD, a company incorporated under the laws of the Republic in Cyprus, having registration number HE 457060 and registered office at 25 Martiou, 28, Office 102, 1087, Nicosia Cyprus. When referring to the Company, this includes its subsidiaries, affiliates, officers, employees, agents, partners, directors or any such other person connected to the Company. Member: The individual who creates an account on the Program and with which the Company enters into this Membership Agreement. Membership fee: Fee Payable by the Member who is a buyer. Good(s): The luxury product that will be hosted on the Program and be available for purchase. Program: The online platform owned by the Company named RESELLERS CONNECTOR, or such other name that may have in the future, in which the Goods will be available for sale/purchase through the online platform https://resellersconnector.com/ and smartphone application named ………………. Content: The product page that will contain information, such as colour, size, descriptions, conditions and photographs of the Goods that will be available for purchase on the Program. Intellectual Property Rights: Any photographic material and/or design and/or graphical representation, including any trademark and/or any other written form of content, any translations, adaptations, derivations, copyrights, and combinations thereof, all applications, registrations, and renewals in connection therewith, and the right to register, perfect and enforce any rights embodied therein.
2.THE PROGRAM 2.1.The Company is the owner of the Program that is available on the website, https://resellersconnector.com/ and the smartphone application named ……………………………… 2.2.The Program is an online platform where its members buy or sell second-hand luxury goods (the “Good(s)”). The Program operates as a marketplace that allows members to offer, sell, and buy the Goods in various geographic locations using a variety of pricing formats. The Company is not a party to contracts for sale between third-party sellers and buyers unless expressly specified. 2.3.To be able to view and enjoy the services of the Program, the user needs to become a member and to do so, the user needs to create an account on the Program and enter into this Membership Agreement with the Company. 2.4.the user gains access to the Program by becoming a member.
3.MEMBERSHIP 3.1.To access the Program, the user must create an account, either by providing an e-mail address and a password or by using the social media connect feature. It is a condition of using the Program that all information the user provides to create an account is accurate and up-to-date. Users must be of legal age or older and must have full legal capacity to enter into a sale. 3.1.1.The account that the Member creates is their sole responsibility, and the Company has no responsibility and/or liability if the credentials the Member used to create the account get stolen or are false or used by any third party. 3.2.The Membership commences on the date that the Member creates the account on the Program, and the Parties enter into this Membership Agreement. 3.3.By becoming a member, the Member automatically becomes a “seller” and has the right and ability to sell Goods on the Program. 3.4.If the Member wishes to purchase Goods from the Program and become a “buyer”, then the Member must pay a one-off monthly/annual fee of……….. . (the “Membership Fee”)
4.USER CONTENT 4.1.The Member, who is a seller, may create product pages that will contain information, such as colour, size, descriptions, conditions and photographs of the Goods that are available for purchase on the Program (the “Content”). 4.2.The Member shall assume full responsibility for the item offered and the accuracy and content of the listing, including listing content created using tools offered by third parties such as translation, image editing, and generative artificial intelligence tools. 4.3.The Member shall ensure that any listing does not violate the following content policies by containing any material which is: Illegal content Offensive content – Promotion or glorified hatred, violence or discrimination aren't allowed. Nudity and sexual content – Videos and images may not include nudity or displays of sexually oriented content. Infringing content – Video, images or audio content that is used without permission from the respective rights owner Content directing Users out of the Platform – Videos, images or audio content including any contact information, web links, URLs or calls to action that ask viewers to take actions on other sites (for example, "Go to xyz.com to learn more") are not allowed. The publishing of any personally identifiable information In the event where the Content uploaded by the Member and/or any part thereof violates the above policies the Company will, in addition to any rights stipulated further below, have a right of action against the Member for any damage and/or loss and/or liability incurred by the Company as a result of the violation by the Member. 4.4.The Member shall be solely responsible for any Content and/or part thereof which infringes any form of intellectual property rights of any third party and/or the Company. 4.5.The content provided by the Member during the use of the Platform grant the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights the Member may have in that content in connection with the provision, expansion, and promotion of the Company’s Services, including development of new offerings as part of existing Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, the Member shall waive any right to enforce Intellectual Property Rights in that content against the Company, its assignees, its sublicensees, and their assignees in connection with the Company’s, those assignees', and those sublicensees' use of that content in connection with the provision, expansion, and promotion of our Services. 4.6.The Company does not assume responsibility for any use of the Member’s intellectual property and does not bear any liability in case the Content is misused, exploited or otherwise unlawfully used, without the rightful owner’s prior consent and approval. 4.7.The Company makes no representations and has no control over and hereby disclaims any liability and responsibility for the accuracy and correctness of the Content.
5.Usage of Intellectual Property Rights 5.1.The Members expressly agree not to use any Intellectual Property Rights belonging to the Company for any purpose other than the use of the Platform as expressly authorised under the terms of this Agreement. 5.2.The Member undertakes not to use the Intellectual Property Rights to launch and/or create and/or operate and digital platform which offers the same services as the Platform of the Company.
6.WARRANTIES, DUTIES AND LIMITATION OF LIABILITY 6.1.Company’s warranties, duties and limitation of liability: 6.1.1.The Program is provided by the Company “as is” and without any kind of warranty. 6.1.2.The Company will aim in providing easy access and use of the Program and aim to provide the necessary support to its members for the use and access of the Program. 6.1.3.The Company does not guarantee that the Program will be free of errors, technical issues, viruses or any other technical threats and is not liable if the Program causes any defects or errors to the Member due to its use or access. 6.1.4.The Company will not assume any responsibility for the Content published on the Program. It will not be held liable or responsible if any user relies on the Content, which, in the end, turns out not to be representative of the description. The Company makes no representations concerning the Content posted by members of the Program. It is not responsible for the accuracy, reliability, correctness and/or legality of the Content. 6.1.5.The Company hereby disclaims liability for any damage or loss arising from any activity performed by the Member on the Program, such as, but not limited to, any losses of Goods, any loss of a sale or purchase opportunity, any loss of earnings, or any other damage that may be caused. 6.1.6.The Company does not screen or verify the identity of the members and, therefore disclaims any liability or responsibility in relation to any false representations and interaction between its users. The accuracy and truthfulness of the data and information provided for creating the account are the responsibility of the Member who creates the account. 6.1.7.The Company shall be fully indemnified from all claims, damages, liabilities or any losses arising from or in connection with the use or misuse of the Program. 6.1.8.The Company shall always act as a host and will not be responsible or liable to monitor the appropriateness of the Content uploaded on the Program. The Company will not be a party to any contract of sale between the buyer and the seller and thus disclaims any liability that may arise. 6.1.9.The Company does not have any control over and is not responsible for the truth or accuracy of any Content and is under no obligation to verify the ownership of any Good posted or uploaded onto the Program. 6.2.Member’s warranties, duties and limitation of liability 6.2.1.The Member will abide by the terms for the creation of the account as per clause 3.1 above. 6.2.2.The Member will ensure that its Content is accurate and correctly reflects the description of the Good hosted on the Program and not misleading or against the terms of the Membership Agreement. 6.2.3.The Member will honour the terms of the Membership Agreement and acknowledges that the Company shall be entitled to remove any Content in case of violation of the rights of a third party and the terms of this Membership Agreement. 6.2.4.The Member will cover any legal costs, or liabilities that may arise against the Company due to the Member’s unlawful and/or wrongful use of the Program and its services. 6.2.5.Member as a seller: 6.2.5.1.The Member shall ensure and guarantee that the origin, the condition, and the characteristics of the Good that they display on the Program comply and is representative of the description of the Good provided. 6.2.5.2.The Member shall be the only person responsible for the sale of a Good. The Member shall not sell a Good whose sale is prohibited or would violate the applicable laws and regulations and/or infringe upon the rights of third parties. 6.2.5.2.1.The Member acknowledges and agrees that the Company, its employees and any other related entity (either a person or a company) are not in a position to check whether or when such prohibitions are applicable and the Member shall therefore be solely responsible for violations of such prohibitions. 6.2.5.3.The Member acknowledges that when a buyer expresses interest in the product they are selling, the Company will inform the seller of such interest and bring the buyer and the seller in contact. The Company will not be involved in the transaction and/or the negotiations, and/or the discussions between the Members in a sale/purchase transaction. The Member agrees to abide by the rules and conditions outlined in this Membership Agreement and Program guidelines. Responsibilities include respecting other members' rights, maintaining the Program's reputation, and compliance with the terms of this Membership Agreement. 6.2.6.Member as a buyer: 6.2.6.1.For the Member to become a buyer, there is a one-off monthly/annual fee of……….. 6.2.6.2.The sale prices quoted by the seller is in the seller’s discretion and the Company shall be indemnified and disclaim any liability that may arise if the price quoted is not representative of the Good purchased. 6.2.6.3.The Company shall be fully indemnified in the event that the seller fails to deliver the product to the buyer. 6.2.6.4.The Company disclaims any liability in case of loss or damage of a Good while in transit to its destination. 6.2.6.5.The Member acknowledges that when a buyer expresses interest in the product they are selling, the Company will inform the seller of such interest and bring the buyer and the seller in contact. The Company will not be involved in the transaction and/or the negotiations, and/or the discussions between the Members in a sale/purchase transaction. 6.2.7.The Member agrees to abide by the rules and conditions outlined in this Membership Agreement and Program guidelines. Responsibilities include respecting other members' rights, maintaining the Program's reputation, and compliance with the terms of this Membership Agreement.
7.TERMINATION OF MEMBERSHIP AGREEMENT 7.1.The Company reserves its right to immediately terminate the Membership Agreement without the provision of a reason for such termination during the relationship when the Member is considered as a seller. 7.2.The Company reserves its right to immediately terminate the Membership Agreement without the provision of a reason for such termination during the relationship when the Member is considered as a buyer. The Membership Fee is not refundable. 7.3.The Company reserves its right to immediately terminate the Membership Agreement if there is suspicion of improper or unlawful use of the Program and its services or if there is any breach of the terms of this Membership Agreement. 7.4.The Company reserves the right to black list any member whose Membership is terminated under clause 6.3, and disallow them from re-joining the Program. 7.5.In connection with clauses 6.1 - 6.3 above, if the Company believes that the Member’s acts behaviour, content, or use of the Program and the Content generally, may mislead, deceive, shock, defraud, cheat, or generally harm any other Member or the Company, then the Company may, in its sole discretion and without limiting other remedies: 7.5.1.remind the Member of the terms of the Membership Agreement; 7.5.2.provide the Member with a formal warning; 7.5.3.temporarily suspend the Member’s access to the Program and communication tool with the other Members, or 7.5.4.permanently suspend or terminate the Member’s account. For example, in the event that: 7.5.4.1.the Member has been the subject of claims or complaints by other Members; or 7.5.4.2.The Member has on more than one occasion sold or has attempted to sell Goods that are defective or non-compliant.
8.ADDITIONAL (OPTIONAL) SERVICES 8.1.The Program offers additional services that are optional and subject to the Member’s request for service. 8.2.These additional services are offered at a pre-agreed cost and are customized to the Member’s peculiarities. 8.3.The pre-agreed cost is payable upfront and if the Member decides to withdraw, the amount paid is not refundable. 8.4.When the seller assigns and opts for these services, it gives full indemnity and control to the Company to act as it deems necessary and appropriate in order for the correct processing and completion of the service. 8.5.The Company will not be held liable for any acts done and/or ommissions, and/or decisions taken during the exercise of it is discretion for the execution of the services as requested by the Member. 8.6.At anytime the Member has the option to request the termination of the specific service. Any pre-agreed costs that have been paid upfront will not be refundable. 8.7.These additional services include: 8.7.1.Trusted Seller service: The purpose of this service is to enhance transaction security. It offers an identity verification service, address verification, dispute resolution in cases where a dispute arises. 8.7.2.Bag hunter service: A dedicated team of experts is engaged who will use their resources to locate the specific Good that the Member seeks to purchase; 8.7.3.Authentication service: The seller will deliver the good to the premises of the Company who will appoint a team of experienced experts who will assess the Good’s authenticity and condition. Once this is verified and the team confirms the Good’s authenticity, the buyer will be instructed to proceed with the settlement of the Good’s price and upon confirmation, the Company will release the Good to the buyer. 8.7.4.Storage service: Members may use the Company’s European warehouse to store their Goods until sold to an interested buyer. 8.7.5.Blocking and Alert service: The Member can set an alert on an already featured or not Good, customising the price range in which they are interested, in order to get notified when that Good becomes available on the Program. 8.7.6.Negotiation service: The Member, when acting as a seller for the sale of items listed under the “Accessories” section of the Program, may request from the Company to act on the seller’s behalf and negotiate the terms of the sale with the buyer. If negotiations fail and the sale is not completed, the Company will be free from any liability. The seller will not seek compensation from the Company for loss of income. 7.8. The Additional Services listed above shall each be subject to a separate agreement to be executed between the Company and the Member.
9.GENERAL DATA PROTECTION POLICY 9.1.The Company, through the Program, either through its website or through the application, collects and processes certain personal data relating to its members for the creation of the account. More information on the storage and processing of the data can be located in the Privacy Policy available on the Program. 9.1.1.Such personal data are any information relating to an identified or identifiable natural person, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more specific elements such as his or her physical, economic, cultural or social identity (the "personal data"). 9.2.The provision of any data (including personal) by the Member to the Company for the creation of the account, and the way in which any such data (including personal) is stored and/or processed shall be for a strict period of time necessary to fulfil the purpose of the processing concerned. 9.3.The personal data is processed for, but not limited to: 9.3.1.The creation of the Member’s account; 9.3.2.The management of the Member’s account; 9.3.3.Bringing in contact the Member with other members; 9.3.4.Receiving notifications from the Program; 9.3.5.Answer to questions, requests or complains addressed to the customer support department. 9.4.The Member has the following rights in relation to its personal data: 9.4.1.Right of access and rectification allowing to modify, complete or update the personal data; 9.4.2.Right of deletion of inaccurate, incomplete, ambiguous, outdated data, or whose collection, use, communication or storage is prohibited; 9.4.3.Right to object to the processing of the data for legitimate reasons; 9.4.4. Right to object, without any reason, to the use of the data for prospecting purposes; 9.4.5.Right to define directives concerning the fate of the personal data after a Member’s death. 9.4.6.Right to data portability, in a structured, commonly used and machine-readable format; however, this right can only be exercised (i) with respect to the data concerning the Member that the Member provided, as well as (ii) with respect to automated processing; 9.4.7.Right to the limitation of processing, under the terms and conditions referred to in the European Regulation No. 2016/679; 9.4.8.Right to lodge a complaint with the competent supervisory authority.
10.GENERAL TERMS 10.1.In no event do any postings or uploads on the web site constitute any form of recommendation, representation, endorsement or arrangement by the Company. 10.2.For the avoidance of doubt, each Member must act at all times in their own name and on their own behalf and do not in any event act as a representative or agent of the Company. The Company does not endorse nor is it responsible for any of its Members acts. 10.3.The Company respects third-party intellectual property rights and prohibits members of the Program from submitting, uploading, posting or otherwise transmitting any material that infringes third-party intellectual property rights. 10.4.The Company respects and complies with the provisions of the Consumer Protection Law 2021 (112(I)/2021) to the extent that any such provisions are applicable to the activities and/or services offered by Company. 10.5.The Company complies with the provisions of the General Data Protection Regulation (GDPR) (EU) 2016/679. 10.6.Members shall not develop or use any third-party applications that interact with the Program without the Company’s prior written consent, including any scripts and/or other type of software designed to scrape or extract data from the Program. 10.7.The Company reserves its right to file a legal claim against the Member in case the Member breaches any of the provisions of this Membership Agreement in order to preserve its interests and reputation and/or seek any other appropriate legal remedy. 10.8.Any breach of the Contract and of this clause by the Member shall give rise to a claim for damages, including but not limited to: payment of legal costs and extrajudicial proceedings derived from them, including attorney’s fees and legal representatives. 10.9.Any amendment to the terms of this Membership Agreement shall have immediate effect unless the Member objects to it within 15 days from the date of receipt of written notification informing the Member of any such changes. The Member will be notified in writing via email and by a “push notification” on its account on the Program and such notification shall be deemed as sufficient notification at the moment it was sent by the Company.
11.NOTIFICATIONS 11.1.The Member ensures to notify the Company, via email or any form available at https://resellersconnector.com/, of any unauthorized or fraudulent access to or use of the Member’s login information, or any other breach of security, by a third party, as soon as the Member becomes aware of it. Any failure to do so may result in liability on behalf of the Member where failure to notify is not reasonable justifiable. 11.2.If the Member considers that any Content on the Program contains defamatory or illegal messages or other information, the Member shall have the obligation to notify the Company by filling in the contact form available at https://resellersconnector.com/. 11.3.It is the policy of the Company to respond as soon as possible to claims about infringements of intellectual property rights and to take action in response to any notifications of clear infringements of intellectual property rights. If the Member has any claim or complaint regarding infringements of intellectual property rights, the Member can contact the Company at ………………………………
12.CHANGE OF TERMS CLAUSE 12.1.The Company reserves the right to change the terms of this Agreement at any time. In the event of any changes, the Member will be notified in writing via the email sent to the email address provided by the Member at the time of membership registration and via a “push notification” on the Member’s account on the Program. Any such notification shall be deemed as sufficient notification at the moment it was sent by the Company. 12.2.The Member has 15 days from the date of notification to oppose the changes. If no opposition is received within this period, the changes will be deemed accepted by the Member.
13.APPLICABLE LAW 13.1.Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the courts of the Republic of Cyprus. 13.2.The governing law of the Agreement shall be the substantive law of the Republic of Cyprus (to the exclusion of the laws of any other jurisdiction).
This Agreement is entered into on the date first shown and is executed by the signatures of both Parties.
For the Company For the Member
LUXE ICONE LTD **fullname**
