DRESSCUE, CONSIGNMENT TERMS OF SERVICE
Last Modified: May 28, 2023
These Terms of Service (these “Terms”) apply to the consignment relationship between you (the “Vendor”) and Dresscue, a California corporation having its principal place of business at 3222 Glendale blvd, CA 30039, Los Angeles (the “Company“), and are effective as of the date you demonstrate your assent to these Terms (the “Effective Date”), whether by clicking a check-box on Company’s website or by taking any other such similar action. Vendor and Company shall be referred hereafter as the “parties,” and individually, a “party.”
By submitting your goods and products for consignment with Company (the “Service(s)”), you acknowledge and agree to abide by the following terms and conditions of service:
1. 1. Brokerage Appointment; Acceptance; Limited Exclusivity. Vendor hereby appoints Company
on a non-exclusive basis as an authorized broker for the consignment and sale of the Products (as defined
in Section 2.1 below). Company accepts such appointment and agrees to act in such capacity as described
in these Terms and to be bound by all terms herein. Company shall have the right to obtain and/or retain
the rights to act as a broker, sales agent, and/or distributor of any other third party products, including
products that may compete with the Products. While Vendor may consign goods and products with third
parties during the term of this Agreement, Vendor agrees that it shall not sell the same items being
consigned with the Company simultaneously on any third party platform or through any other commercial
channel of any kind. If Vendor wishes to consign certain goods or products through a third party channel,
it shall first withdraw such goods from sale with the Company (pursuant to these Terms). For purposes of
this Section, otherwise identical goods and products shall be deemed to be the “same” notwithstanding
any superficial variation to the good or product, including size, color, condition, or name.
2. Delivery of Consigned Products; Setting Up.
2.1 Products Identified for Consignment; Suitable Products. Company shall have the right to apply to Vendor for a consigned stock of Vendor’s products as identified by Vendor through the Consignment System (defined in 4.1) from time to time (the “Products”). Vendor may amend the list and quantity of Products within the Consignment System as it sees fit. Company may reject Products for consignment at any time and for any reason (or for no reason), is not required to purchase Products at any time, and is not required to stock or place for consignment any minimum amount or quantity of the Products.
The Company will only accept clothing, shoes, and bags, and reserves the right to reject all other products for consignment. Company will not use any rented rack to store its own products or the products of other vendors.
2.2 Delivery of Products. Vendor shall personally deliver all Products to be consigned to the Company Location(s)(defined in Section 5.2), on the morning for which consignment is to commence under any applicable rack rental period (as referenced in Section 3). Company does not accept shipped Products, and will reject any shipped Products or hold Products for collection by Vendor, at Vendor’s expense, on the same terms as those found in Section 4.11, below.
2.3 Inspection of Products. Upon receipt by Company of any Products for consignment (or incident to Vendor’s setting up of its Products on the rack(s)), Company shall promptly conduct a preliminary incoming inspection of the Products to verify that Vendor has delivered the correct type and number of Products. Company shall be privileged to reject any Products that do not conform with this Section 2 or are not accurately reflected in the Consignment System, and Vendor must immediately correct any such errors or remove all such Products from the Location(s).
2.4 Setting Up. Vendor alone is responsible for attaching barcodes, price tags, and security (alarm) tags (see Section 5.3, below) to the Products and for hanging the Products on its rented racks. Company shall provide Vendor with enough hangers to hang the Products (in the quantity for which the rack has been rented, as described in Section 3). Vendor is solely responsible for devoting sufficient time and personnel toward setting up its Products. Company will not display any items that Vendor does not hang.
2.5 Faulty or Mispriced Products. Vendor is solely responsible for alerting potential customers to any faults or defects in the Product(s), including incorrect pricing, as Company will not honor consumer refunds or returns of any Products. Misplaced items (e.g., Products found on another vendor’s rack) are nonetheless credited to Vendor upon sale.
2.6 No Guarantee of Minimum Sales. Company does not guarantee that any minimum number of Products will be sold to Company’s customers. Company is under no obligation to devote any effort toward the marketing or sale of the Products except as provided in these Terms.
2.7 Customer Payments. Company accepts only credit and debit cards (or their equivalent) as payment from the customers. Company shall have the right to remit commissions to Vendor based on credit/debit card payments only as those payments settle in Company’s account. In the event the customer charges back or successfully disputes any purchase of the Products and Company has already remitted the commission for such Product(s) to Vendor, Company shall credit such disputed amount against Vendor’s future commissions, or at Company’s election, Company may request, and Vendor shall repay to Company, any amount that is finally adjudicated by the credit card processor to Company’s detriment.
3. Rack Rental Fee and Commissions. As consideration for consignment of the Products, Vendor shall pay to Company, as applicable:
a) Rack Rental Fee. A fee for the rental of one or more dedicated display racks at the Location(s), at the rate of $198 or $159 per 2 weeks for a regular rack. For purposes of these Terms, a “regular” rack is designed to comfortably display up to fifty (50) pieces of clothing and up to five (5) pairs of shoes or bags. The Company may update these fees in its sole discretion from time to time, as reflected in updated Terms of Service, and provide Vendor with notice the same. In the event Vendor does not terminate its use of Company’s consignment Services within thirty (30) days from notice, Vendor shall be construed to have assented to any pricing change.
b) Consignment Commissions. Company shall retain fifteen percent (15%) or twenty five (25%) of the purchase price of any Products purchased by Company’s customers or end users and remit the remainder to Vendor in accordance with Section 6.2 (Remittances), below.
c) Luxury Cabinet Commissions. Upon Vendor’s request and Company’s consent, Vendor may place for sale up to three (3) items in a locked cabinet at a time, which Products are accessible to Company’s customers only with assistance from Company’s sales staff. Company may place size restrictions on any such Products and may reject Products for display in a luxury cabinet for any reason. Company shall not charge rental fees for any such Products, but shall retain a commission of thirty percent (30%) of the purchase price for such Products, in a manner similar to Section 3(b).
4. Rack Reservation and Payment; Pricing and Tagging.
4.1 Consignment System. Vendor shall reserve and pay for all display racks through Zellr, a third-party online reservation program, or any other mechanism chosen for rack reservations by Company from time to time (the “Consignment System”). Company shall likewise deliver to Vendor all relevant information concerning the Products through the Consignment System, including, but not limited to, sales and inventory information.
4.2 Weekly Payment. All weekly rack payments shall be due and payable in full at the time of reservation. Company may require Vendor make advance payment for racks on a weekly, monthly, or annual basis, or as the parties otherwise agree.
4.3 Product Information. Vendor is responsible for maintaining current information in the Consignment System, relating to, among other things, pricing of the Products and Vendor personnel contact information. Company is not responsible for any lost revenue resulting from Vendor’s failure to update its information in the Consignment System. Vendor specifically represents that all information it adds to the Consignment System is accurate at the time it is submitted. Company has the right to limit the frequency of pricing and other changes within the Consignment System in its sole discretion, except as otherwise provided in these Terms. To avoid costs associated with printing new price tags and barcodes, Vendor shall not be permitted to change pricing information for the Products after the start of the rack rental period (i.e., on or after 12 a.m. on the day the rental period is to commence).
4.4 Product Quantity. Vendor shall receive rack room sufficient to display and market the quantity of Products described in Section 3(a), as appropriate. Company reserves the right to remove excess inventory or Products from the rack, at Vendor’s expense. During Company’s ordinary business hours, Vendor shall be privileged to add inventory to its rack(s) as Product inventory is sold through, provided the quantity limits for its rented racks are not exceeded thereby.
4.5 Barcodes and Price Tags. At the commencement of any reservation, or upon receiving new inventory of Products from the Vendor, as applicable, Company shall print and make available to Vendor barcode stickers and price tags for the Products to be sold, in any form Company chooses. Vendor is not permitted to use its own barcodes or price stickers for the Products to be consigned, and Company will not offer to sell Products that are not stickered and tagged as provided in this Section. Company shall deliver to Vendor replacement stickers and tags as necessary, except that absent any manifest error by the Company, Vendor shall not be permitted to request or receive replacement barcodes or tags more frequently than once per week (or as otherwise provided in these Terms).
4.6 Discounting. Vendor may place its Products on sale or otherwise discount the price of the Products by notifying the Company by phone or through email. However, to avoid customer confusion, any such sale or discount shall be construed to apply to all Products on the rack being discounted. Upon notice of any sale or discount by Vendor, and subject to price change limitations found in Section 4.3, Company will change the price tags for the Products.
4.7 Availability. Company makes no representation as to the availability of racks of any size for the consignment of Vendor’s Products, even where Vendor has earlier been provided rack space. No promise of availability by the Company shall be effective except where Vendor reserves such rack space through the Consignment System.
4.8 Exclusivity. Company will not use any rented rack to store its own products or the products of other vendors; however, Company shall be permitted to tidy and organize any rack reserved by Vendor, or take any other steps reasonably appropriate to encourage the sale of the Products.
4.9 Media and Publicity. By renting any rack, Vendor provides Company with express permission to take and post photographs and other written or audiovisual media of the Products on Company’s website, social media accounts, or through other ordinary promotional channels. This right shall survive the Vendor-Company relationship. Company may advertise and promote the Products in a commercially reasonable manner and may use Vendor's trademarks, service marks and trade names in connection therewith.. The sublicense of any trademark, service mark, trade name, or other intellectual property shall be perpetual, without royalty, and worldwide in scope. Notwithstanding the foregoing, Company is under no obligation to market, advertise, or promote the Products except expressly provided in these Terms.
4.9 Untagged Items. In the event Company discovers an untagged item and cannot determine its owner, the Company will segregate the item for recovery for a period of seven (7) days, during which Vendor shall be responsible for claiming the item. Any Product(s) not claimed by Vendor within this 7 day period shall become the property of the Company. Company is under no obligation to notify Vendor of any untagged items or the need to claim them before Vendor suffers the loss of the item(s).
4.10 Refunds. Company does not provide refunds, in whole or in part, for rack reservations under any circumstances, except by virtue of Company’s own error or due to unexpected closure of the Location(s)(defined in Section 5.2) as specifically provided in this Section Vendor is not entitled to any refund for overestimating its need for rack space, its failure to code, tag, and hang its Products, for the occurrence of any force majeure event (except where sales resume within 30 days), or for any other reason. Where the Location(s) is/are unexpectedly closed to the public during any period of time not scheduled in accordance with Company’s booking calendar, whether due to emergency, exigent circumstances, state or municipal restrictions on operations, Company oversight, or similar, Vendor shall be entitled to a daily, pro-rated refund of the rack rental fee described in Section 3(a) for each day, or any material portion thereof (i.e., more than six (6) business hours), that such closure continues. This pro-rated refund shall be Vendor’s sole basis for recovery, accommodation, or offset under this Agreement. Vendor is not entitled to the payment of any anticipated profits or revenues lost as a result of a Location closure as described in this Section. Location closures lasting fewer than three (3) days shall not constitute Company’s breach of this Agreement. This Section, including Company’s daily refund obligations referenced herein, shall be subject to Section 12.12 (Force Majeure).
4.11 Expiration of Rental Period; Storage Fee. On the last day of the rack rental period, provided Vendor has not renewed or reserved additional rental time prior to expiration, Vendor must empty its rack(s) of unsold Products no fewer than thirty (30) minutes prior to the close of ordinary business hours at the Location. Vendor is further responsible for collecting Products inadvertently placed on racks belonging to other vendors. Company reserves the right to charge Vendor a storage charge of $20 per day for all unsold Products not collected in accordance with this Section 4.11, or Products that are shipped to Company under Section 2.2, which Company may offset against any unremitted commissions. Upon one (1) day’s prior notice, and for a fee of $15, Company shall remove all unsold Products from Vendor’s rack on its behalf and reserve them for pick-up by Vendor on the last day of the rental period. Vendor is solely responsible for ensuring the Products being collected are rightfully the property of Vendor (and are not confused with another vendor’s products). After collection, If Company discovers additional inventory not collected upon expiration of the rack rental period, such Products will be stored at no cost to Vendor for a period of seven (7) days, after which such Products shall become the property of the Company. Company is under no obligation to notify Vendor with respect to any such Products.
4.12 Charitable Consignment. At Vendor’s election, it may designate the sale of some or all of its Products for sale for charitable purposes, with some or all of the proceeds derived thereby to be remitted by Vendor to one or more specific charities identified by Vendor at the time of the election. By making such a designation, Vendor specifically represents that it will in fact remit proceeds to the charities so identified, and in the amounts (or percentages) represented to the customer. Company’s sole obligation with respect to Products designated for charitable purposes is to mark or label the Products accordingly (with the name of the charity or charities, if provided). Company shall have no obligation to earmark sales proceeds for any purpose, and will remit all proceeds from charitable sales to Vendor in the ordinary course. Vendor is solely responsible for accurately and timely remitting sales proceeds to its charitable partners and for seeking and obtaining tax deductions, if any. Company shall have no responsibly for remitting proceeds directly to any charity, for assisting Vendor with any charitable deductions, or for taking any other actions not described in these terms. In its sole discretion, Company may reject any charity to which funds are to be remitted, for any reason, even though Company is not itself remitting the funds.
5. Storage and Care of Consigned Products.
5.1 Condition of Products. Vendor is required to clean and press or steam the Products before delivery to the Company, in a manner reasonably appropriate for sale to the public. The Company reserves the right to remove Products from the sales floor or decline to accept any Products that do not, in the Company’s opinion, satisfy its cleanliness, neatness, or quality expectations. Company can demand Vendor’s removal of any offending Products at any time.
5.2 Store Locations and Placement of Products. The consigned Products shall be stored at Company's facilities at 3222 Glendale Boulevard, Los Angeles, CA 90039 (the “Location(s)”). The Products shall be separated from Company's other products, supplies, and equipment (or the products of other vendors) at the Locations to the extent Company deems appropriate. The Products shall not be stored at any other building or place without the prior written consent of Vendor, which consent shall not be unreasonably withheld, provided that the storage conditions for the Products at such other building or place conform to the requirements set forth herein. Vendor shall be deemed to have accepted all changes the Company makes to the location of the Products if Vendor does not object to such changes within thirty (30) calendar days after written notice (which notice may be given by email). Vendor is not permitted to attach its own shelves to, modify, tamper with, or otherwise alter any rack provided to it under these Terms.
5.3 Security and Safety. Company shall use commercially reasonable efforts to provide for the security and safety of the consigned Products at the Locations; however, Vendor accepts and agrees that Company shall not be responsible for any loss or damage to Vendor, or for any loss, casualty, theft, or damage to the Products, regardless of the cause thereof. Vendor is advised not to bring Products of excessive sentimental or economic value that it has not insured or for which cannot otherwise bear the loss. At Vendor’s reasonable request, Company shall provide Vendor with security tags for the Products at no cost to Vendor. To ensure the safety of the Products and of the Location(s), Vendor is prohibited from leaving Products, bags, boxes, or other items on the floor in front of or near emergency or fire exits. Company shall reserve the right to remove and dispose of any items its reasonably believes are in violation of this Section.
5.4 Title to Products. Title to all Products shall be retained by Vendor unless and until such Products are withdrawn from the consignment inventory by Company and sold to Company’s customers or other end users. Vendor does not pass title to the Products to Company by virtue of delivering the Products to the Location(s), and title for the Products shall never pass to Company as a result of the brokerage relationship between the parties. By virtue of Section 1, Section 6.1, and the rest of these Terms, Vendor acknowledges that Company has the right, if executed in the manner described herein, to vest title in the Products to third parties, and that Vendor shall have no right to demand the return of sold Products after any customer sale has been consummated in accordance herewith.
5.5 No Liability for Loss. The Products may be covered by Company's insurance while at the Locations, but Company shall have no obligation to insure the Products and Vendor shall bear the entire risk of loss or damage to the Products at all times prior the sale of the Products as provided under these Terms.
6. Withdrawal of Consigned Products from Inventory; Payment of Revenue.
6.1 Title. Title to the Products shall pass to Company’s customers or end users the moment Company withdraws such Products from the consignment inventory. At the end of each rack rental period, Company shall notify Vendor through the Consignment System of the quantity, Product type, and other identifying information of the Products withdrawn from the consignment inventory and sold.
6.2 Remittances. Within five (5) business days from the end of any applicable rack rental period (or the termination of Company’s relationship with Vendor, as applicable), Company shall remit to Vendor all payment of revenue derived from the sale of the Products (with commissions deducted), through ACH payment, wire transfer, Venmo, Zelle, or any other similar method chosen by the Company. Vendor is solely responsible for providing Company with correct payment credentials, including bank account and routing information. Company is not responsible for misdirecting the payment of Vendor revenues to any third party as a result of
Vendor’s submission of incorrect payment information to the Company, and Vendor shall bear all costs associated with such error. In the event Company cannot make any payment(s) to Vendor through these or other reasonable payment methods, after reasonable attempts to contact Vendor, Company shall be entitled to retain all such payments after the passage of sixty (60) days.
6.3 Taxes. Vendor shall be solely responsible for paying all taxes, fees, and other costs
associated with revenues earned from consignment of the Products. Vendor is solely responsible
for consulting tax counsel to determine Vendor’s tax obligations with respect to revenues earned
under this Agreement.
7. Product Warranty; Defective or Nonconforming Products. Vendor warrants that the Products will be free from defects in design, materials, and workmanship for a period of thirty (30) days from the date of purchase by an end user (i.e., the immediate customer). Vendor warrants that the Products are merchantable and fit for their intended use and that the Products will perform in conformance with the specifications and documentation provided with the Products, if any. Vendor agrees that such warranties are made for the benefit of Company’s customers and end users of the Products. Company may, at Vendor's sole expense, remove Products that are found to be defective and require Vendor to collect them within three (3) calendar days.
8. Termination of Services and Consignment Relationship.
8.1 Violation of Terms. Vendor shall be in violation of these Terms if: (i) it materially violates any of these Terms and such violates continues uncured for a period of three (3) calendar days after it has been notified of the violation, or (ii) it shall cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets (and such receiver is not discharged within 30 days), or shall avail itself of or become subject to any proceeding under the Federal Bankruptcy Act or any other federal or state statute relating to insolvency or the protection of rights of creditors. Upon the occurrence of any violation as described in the previous sentence, the Company may immediately terminate its Services.
8.2 Termination for Services for Convenience. Notwithstanding anything herein to the contrary, the Services may be terminated by either party, for any reason or no reason, at any time upon at least fourteen (14) days written notice to the other party. Termination shall not absolve Vendor of the payment in full of any rack rental fees or other charges.
8.3 Effect of Termination of Services. Upon expiration or termination of these Terms or of the Services, Vendor shall collect unsold Products in the manner described in Section 4.11.
8.4 Survival. All terms and conditions which by their nature are intended to survive termination the Services shall survive to the extent necessary to preserve the rights and expectations of the parties hereto.
9.1 Vendor's General Indemnification. Vendor shall defend, indemnify, and hold harmless Company, its officers, directors, employees, counsel, agents, and attorneys-in-fact from and against any claims, demands, liabilities, expenses (including attorneys' fees and costs), or other losses for any injury or damage, including, but not limited to, any personal or bodily injury or property damage, relating to, arising out of, or resulting in any way from any defect in Products. This duty to indemnify Company and the parties identified in the previous sentence shall be in addition to the warranty obligations of Vendor.
9.2 Intellectual Property Indemnification. Vendor shall indemnify and hold harmless Company, its officers, directors, employees, counsel, agents and attorneys-in-fact from and against all damages and costs incurred by Company arising from the infringement of any patents, copyrights, or trademarks in the manufacture or marketing of the Products; provided that Company promptly notifies Vendor of the charge of infringement or legal proceeding.
10. Vendor’s Representations and Warranties. Vendor represents and warrants to Company that:
10.1 The Products or their use do not infringe upon any patents, copyrights, or trademarks of
others, and that there are no suits or proceedings pending or threatened which allege that any
Product or the use thereof infringes upon such patents, copyrights, or trademarks.
10.2 The Products are not bootlegged, stolen, hazardous, adult-oriented in nature (e.g.,
sexually (explicit), illegal, or otherwise unsuitable for sale at the Locations, in Company’s sole discretion.
10.3 Products that bear a third party company’s name, logo, or other trademark are authentic, were lawfully made by that company and do not infringe upon the copyright or trademark of any third party. Vendor understands that it is solely responsible for ensuring the authenticity of the Products it consigns with the Company. Company may, in its sole discretion, refuse to sell consigned Products it suspects may be counterfeit, including Products that bear the logo of a company that did not produce the Product. Company may demand from Vendor additional information about Products it suspects to be in violation of this Section 10.3 before offering the Products for sale, including chain of title, provenance, or receipts. Vendor shall indemnify the Company pursuant to Section 9.1 for the sale, or offer for sale, of any counterfeit Product and any liability arising therefrom. Where Vendor has received sales proceeds from the consignment of counterfeit Product(s) prior to Company’s discovery of its breach of this Section, Company may compel Vendor to disgorge to Company (or to Company’s assignee) all such proceeds.
10.4 Vendor acknowledges that Company will contact and cooperate with law enforcement and related authorities if Company believes the Products are not lawfully the property of Vendor at the time of consignment, or are otherwise unlawful to possess.
10.5 Vendor is an individual/natural person and not a corporation, limited liability company, limited or general partnership, or other type of legal entity. Vendor acknowledges that as of the Effective Date, Company provides the Services only to individuals, and that Company shall be permitted to terminate this Agreement pursuant to Section 8.2 upon learning, after entering into this Agreement, that Vendor is not an individual or natural person.
10.6 Vendor will not offer Products for consignment as his/her/principal source of income.
11. Limitation on Liability.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY EXPENSES, LOST REVENUES, LOST SAVINGS, LOST PROFITS, OR ANY OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY BUSINESS RELATING TO OR ARISING OUT OF THESE TERMS OF SERVICE, HOWEVER CAUSED (ABSENT MALICIOUS INTENT, GROSS NEGLIGENCE, OR VENDOR’S BREACH OF SECTION 10.3 RELATING TO COUNTERFEIT PRODUCTS), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS HEREIN SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM. VENDOR ALONE IS RESPONSIBLE FOR ALL FEDERAL, STATE, LOCAL, AND OTHER TAXES, FEES, AND EXPENSES ASSOCIATED
WITH VENDOR’S PERFORMANCE UNDER THIS AGREEMENT.
12.1 Choice of Law. The Services shall be governed by and construed according to the laws of the State of California. Both parties agree hereby to submit to the jurisdiction of the federal and state courts of California and to venue of Los Angeles County, California with respect to any legal actions arising out of these Terms of Service.
12.2 Entire Agreement; Amendment and Modification. These Terms constitutes the entire agreement between the parties with respect to its subject matter and supersedes any other agreements, express or implied, between the parties with respect to the subject matter. Company may amend or modify these Terms by providing Vendor with notice as described in Section 3(a).
12.3 Notices. The parties hereto shall designate to the other in writing that party's authorized representative for all matters relevant to the Services, and the parties may change such representatives at will upon written notice to the other. All written notices required under these Terms shall be delivered to the addresses for each party set forth below (for Company) or on file with Company (for Vendor) until such address for notices is changed by notice provided in the manner required herein. The authorized representatives may require that copies of any such notices be sent to an authorized representative at a different address.
12.4 Non-Consignment Sales. Company may purchase from Vendor, and Vendor may sell to Company, from time to time as the parties may mutually agree, Products on a non-consignment basis and not subject to these Terms, provided, however, that no such sale shall be deemed to have altered, reduced, or changed any of the parties' respective rights and obligations hereunder. All sales made to Company or to any third party under these Terms shall be presumed to be consignment sales unless expressly agreed upon by the parties incident to such sale(s).
12.5 Withholding Payment. In the event that any legitimate dispute arises out of these Terms, Company shall have the right to withhold the disputed portion of any payment to Vendor.
12.6 Assent to Terms. Vendor acknowledges and agrees that by checking a box indicating that Vendor has read these Terms, Vendor intends to assent to these terms and that such assent shall possess the same force and effect as Vendor’s manual or electronic signature.
12.7 Confidential Disclosures. Neither party shall disclose to the other any information regarded as confidential information by the disclosing party or any third party. Any confidential disclosures shall be exclusively governed by a separate agreement.
12.8 Waiver. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the full rights to require such performance at any time thereafter. The waiver by either party of a breach of any provision hereof shall not be taken, construed, or held to be a waiver of the provision itself or a waiver of any breach thereafter or any other provision hereof.
12.09 Successors and Assigns. These Terms shall be binding upon and shall inure to the benefit of each party, its successors and assigns.
12.10 Severability. A judicial determination that any provision of these Terms is invalid in whole or in part shall not affect the enforceability of those provisions found not to be invalid.
12.11 Relationship of the Parties. Regarding all matters relating to the Services, these Terms create an independent contractor relationship between the parties. Nothing contained in these Terms shall be construed to: (i) give any party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or (iii) constitute any party, its agents, or employees as employees of any other party or grant any of them the power or authority to act for, bind, or otherwise create or assume any obligation on behalf of any of the other parties for any purpose whatsoever.
12.12 Force Majeure. Neither party will be liable to the other for any failure or delay in the performance of such party’s non-monetary obligations due to causes beyond its control, such as failure or delay caused, directly or indirectly, by fire, flood, earthquakes, other elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, epidemics, communicationsline or power failures, or governmental laws, court orders, and regulations imposed after the fact.
If you have any questions about these Terms of Service, please contact us as follows:
Dresscue, 3222 Glendale Boulevard Los Angeles, CA 90039
By Email: email@example.com
By Telephone: (310) 686-8851