Terms and Conditions

1. Acceptance of these Terms and Conditions

This document and the other documents referenced below constitute our terms of use, or what we formally refer to as the Terms of Use (for short, "Terms").

The Terms are a legally binding contract between you and Abbigli. If you live in North or South America or other countries, the contract is between you and VOSAP Ltd. Abbigli is a part of Abbigli Ltd.

This agreement sets forth your rights and obligations when using Abbigli.com, Pattern by Abbigli, our mobile apps and other services provided by Abbigli (we will refer to all of these together as the "Services"), so please read it carefully. By using any of our Services (even just by browsing one of our sites), you agree to the Terms. If you do not agree to the Terms, you may not use our Services. Do you agree with us? Great, read on!

2. Your privacy

We know that your personal information is important to you, so it is important to us. Our Privacy Policy details how your information is collected, used, and shared when you use our Services. By using our Services, you also agree that we may process your information in the ways outlined in the Privacy Policy, so please read it here.

Both Abbigli and sellers process users personal information (e.g., buyer's name, email address, and shipping address) and are therefore considered separate and independent controllers of buyers personal information under EU law. This means that each party is responsible for the personal information it processes when providing the Services. For example, if a seller inadvertently discloses a buyer's name and email address while fulfilling another buyer's order, the seller, not Abbigli, is responsible for the unauthorized disclosure.

However, if Abbigli and sellers are found to be joint controllers of buyers' personal information, and if Abbigli is sued, fined or otherwise incurred because of what you did as a joint controller of buyers' personal information, you agree to reimburse Abbigli for expenses it incurred in connection with your processing of buyers' personal information. See Section 9. Indemnification (or What happens if you sue us) below for more information about your indemnification obligations to Abbigli.

3. Your Abbigli account

To use some of our Services, you will need to create an Abbigli account. Here are a few rules about Abbigli accounts:

• 3.1 You must be 18 years of age or older to use our Services. Minors under the age of 18 and at least 13 years old may only use our Services through an account held by a parent or legal guardian, with their respective permission and under their direct supervision. Children under the age of 13 are not permitted to use Abbigli or the Services. You are responsible for any and all activities of a minor on your account, and there may be commercial products or services that you may consider to limit a minor's access to materials online. For more information, see Abbigli's Minors Policy.
• 3.2 Be honest with us. Provide accurate information about yourself. You may not use false information or impersonate another person or company through your account.
• 3.3 Choose an appropriate name. If you choose not to have your full name serve as the name associated with your account, you may not use language that is offensive, vulgar, violates anyone's intellectual property rights, or otherwise violates the Terms.
• 3.4 You are responsible for your account. You are solely responsible for any activity on your account. If you share an account with others, the person whose financial information is listed on the account will be responsible for all activities. If you are registering as an entity, you personally warrant that you have the authority to agree to the Terms on behalf of the company. In addition, your accounts are non-transferable.
• 3.5 Protect Your Password. As we mentioned above, you are solely responsible for any activity on your account, so it's important to keep your account password secure.
• 3.6 Let's be clear about our relationship. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between you and Abbigli.

4. Your Content

The content you post using our Services is your content (so we will refer to it as "your content"). We make no claim to it, which includes anything you post using our Services (e.g., store names, profile pictures, ad pictures, ad descriptions, reviews, comments, videos, usernames, etc.).

• 4.1 Responsibility for your content. You understand that you are solely responsible for your Content. You acknowledge that you have all necessary rights in all portions of your Content and that you are not infringing the rights of third parties by posting it.
• 4.2 Permission to Use Your Content. By posting your Content through our Services, you grant Abbigli a license to use it. We do not claim ownership of your Content, but we do have your permission to use it to help Abbigli function and grow. In this way, we do not infringe on any rights you have in your Content, and we may promote it. For example, you acknowledge and agree that Abbigli may, from time to time, offer you or Abbigli customers promotions on the Site that may be related to your listings.
• 4.3 The rights you grant Abbigli. (Here's the legal version of the last section). By posting your materials, you grant Abbigli a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, perpetual license to use, display, edit, modify, reproduce, distribute, store and prepare derivative works from your materials. This allows us to provide the Services and to promote Abbigli, your Abbigli store or the Services in general in any formats and through any channels, including through any Abbigli Services, our partners or third party websites or advertising media. You agree not to assert any moral or publicity rights against us for use of your Content. You also acknowledge our legitimate interest in its use under the scope of this license if your Content contains any personal information.
• This sounds like a lot, but it is necessary in order for us to support Abbigli. Consider the following examples: if you upload a photo or video listing to your Abbigli store, we have permission to show it to customers, and we can resize or enhance it so it looks good to a customer using our mobile app; if you post a description in English, we can translate it into French so a customer in Paris can learn the history of your product; and if you post a beautiful photo or video of your latest handmade necklace, we can post it - often along with the title
• 4.4 Report unauthorized content. Abbigli has great respect for intellectual property rights and is committed to following appropriate legal procedures to remove infringing content from the Services. If content that belongs to you or to which you have rights has been posted on the Services without your permission and you wish to remove it, please follow the steps listed in our Intellectual Property Policy. If your content is believed to be infringing the intellectual property of another, we will take appropriate action, such as disabling it if we receive a report of infringement that complies with our policy, or terminating your account if it is determined that you are a repeat infringer. We will notify you if any of these things happen.
• 4.5 Inappropriate, false or misleading content. It should be clear, but there are certain types of content that we do not want to post on the Abbigli Services (for legal or other reasons). You agree not to post content that is abusive, threatening, defamatory, obscene, vulgar or otherwise offensive or that violates our Prohibited Items Policy, Community Policy or any part of our Terms and Conditions. You also agree not to post content that is false or misleading or to use the Services in a fraudulent or deceptive manner.

5. Your use of our Services

License to Use Our Services. We grant you a limited, non-exclusive, non-transferable and revocable license to use our Services, subject to the Terms and in particular the following restrictions:

• 5.1 Do not use our Services to violate the law. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal or international laws that may apply to you. For example, you are responsible for obtaining any permits or licenses your store requires and for complying with applicable legal requirements in the relevant jurisdiction(s). This includes the sale and delivery of your merchandise, such as age verification upon delivery if required by law. You may not sell anything that violates any laws; you must comply with our Sanctions Policy, and you may not engage in fraud (including false claims or infringement notices), theft, anti-competitive behavior, threatening behavior or any other illegal acts or crimes against Abbigli, another Abbigli user or third party.
• 5.2 Paying Bills. You are responsible for paying all invoices you owe Abbigli. Except as set forth below, you are also solely responsible for collecting and/or paying any applicable taxes for any purchases or sales you make through our Services. Where applicable, Abbigli will calculate, collect and remit value added tax (VAT) and sales tax. In some countries, VAT may be referred to by other terms, such as Goods and Services Tax (GST), but we will refer to VAT, GST and any local sales taxes by the generic term "VAT". For more information on taxes, including details on the taxes Abbigli collects and remits to customers, see this FAQ and our Fees and Payments Policy. Your fees, bills, taxes, and how you can pay them are fully described in our Fees and Payments Policy.
• 5.3 Do Not Steal Our Stuff. You agree not to crawl, scrape, or spider any page of the Services, reverse engineer, or attempt to obtain source code for the Services (including Abbigli intellectual property and seller content) without our express permission. If you wish to use our API, please follow our API Terms of Use.
• 5.4 Do not attempt to harm our systems. You agree not to interfere with or attempt to disrupt our Services, such as by spreading a virus, excessive requests to our site or platform, or other malicious computer code.
• 5.5 Follow our trademark policy. The name "Abbigli" and other Abbigli marks, phrases, logos, and designs that we use in connection with our Services (Abbigli Trademarks) are trademarks, service marks, or trade dress of Abbigli in the United States and other countries. If you wish to use our trademarks, you agree to follow our Trademark Policy.
• 5.6 Share your ideas. We love your suggestions and ideas! They can help us improve your experience and our Services. Any ideas or other materials you submit to Abbigli (not including your Content or items you sell through our Services) are considered non-confidential and not your property. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, perpetual license to use and publish these ideas and materials for any purpose without compensation to you.
• 5.7 Communicate with us online. From time to time, Abbigli will provide you with certain legal information in writing. By using our Services, you agree to our Electronic Communications Policy, which describes how we provide such information to you. It states that we may send you information electronically (such as by email) instead of sending you paper copies (which is better for the environment), and that your electronic agreement is equivalent to your signature on paper.

6. Termination

Termination at your initiative. We wouldn't want you to leave, but you can terminate your Abbigli account at any time in your account settings. You can find more information in this Help article. Terminating your account will not affect the availability of some of your content that you posted to the Services before your account was terminated. In addition, you will still have to pay any outstanding bills.

Termination by Abbigli. We may terminate or suspend your account (and any accounts Abbigli believes are associated with your account) and your access to the Services if we have reason to believe that you, your Content or your use of the Services violates our Terms. If we do, it is important to understand that you will have no contractual or legal right to continue using our Services, such as selling or buying on our websites or mobile applications. Abbigli will generally notify you to terminate or suspend your account if you have repeatedly violated our Terms and Conditions or we have no legal or regulatory reason not to notify you.

If you or Abbigli terminates your account, you may lose any information associated with your account, including your Content.

We may terminate the Services Abbigli reserves the right to modify, suspend or discontinue any Services for you, any or all users, at any time and for any reason, including those set forth in Abbigli policies under these Terms of Use. We will not be liable to you for the consequences that any changes to the Services may have on you, including your income or your ability to earn income through the Services.

Survival. The Terms shall survive even after your access to the Services is terminated or your use of the Services is discontinued.

7. Warranties and Limitations of Liability (or things you cannot sue us for)

Items You Purchase. You understand that Abbigli does not manufacture, store, or inspect items sold through our Services. We provide a marketplace; items on our marketplaces are manufactured, stocked and sold directly by independent sellers, so Abbigli cannot and does not make any warranty as to their quality, safety, authenticity or legality. Any legal claim relating to an item you have purchased must be made directly to the seller of the item. You release Abbigli from any claims related to items sold through our Services, including claims for defective items, seller misrepresentation, or items that caused physical injury (such as product liability claims).

Content You Access. While using our Services, you may encounter content that you find offensive or inappropriate. We make no representations whatsoever regarding any content posted by users through the Services. Abbigli is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users accessed through the Services. You release us from any liability associated with such content.

People you interact with. You may use the Services to interact with other people, either online or in person. However, you understand that we do not screen users of our Services other than to comply with certain requirements and legal obligations, and you release us from any liability associated with your interactions with other users. Please use caution and exercise discretion and common sense in any interaction with others, especially if you are meeting someone in person. This Help article has some good tips on how to behave in face-to-face encounters.

Third Party Services. Our Services may contain links to third-party websites or services that we do not own or control (for example, links to Facebook, Twitter and Pinterest). You may also be required to use a third party product or service in order to use some of our Services (for example, a compatible mobile device to use our mobile apps). When you access these third party services, you do so at your own risk. Third parties may require you to accept their own terms of use. Abbigli is not a party to these agreements; they are solely between you and the third party.

Gift Cards and Promotions. You acknowledge that Abbigli makes no warranty with respect to your Gift Card balance and is not responsible for any unauthorized access, alteration, theft or destruction of your Gift Card or Gift Card code that results from any action on your part or on the part of a third party. You also acknowledge that we may suspend or prohibit use of your Gift Card if your Gift Card or Gift Card code is lost or stolen, or if we believe that your Gift Card balance is being used in a suspicious, fraudulent or otherwise unauthorized manner. If your Gift Card code stops working, your only remedy is for us to issue a replacement Gift Card code. By participating in a special offer or promotion, you agree that you cannot subsequently claim that the rules of that special offer or promotion were ambiguous.

8. Indemnification (or What happens if you sue us)

We hope this never happens, but if Abbigli gets sued because of something you did, you agree to defend and indemnify us. This means that you will defend Abbigli (including any of our employees) and hold us harmless from any legal claims or demands (including reasonable attorneys' fees) arising from your actions, use (or misuse) of our Services, your violation of the Terms, or your or your account's violation of another's rights.

We reserve the right to pursue legal defense at our discretion, even if you indemnify us, in which case you agree to cooperate with us so that we can implement our strategy.

9. Disputes with Other Users

If you have a dispute with another Abbigli Services user or a third party, we recommend that you contact the other party and try to resolve the dispute amicably.

Case Management System. Buyers and sellers who are unable to resolve a dispute related to a transaction on our sites or mobile apps can participate in our case management system. You can find more information about the case management system in this Help article. Abbigli will attempt to help you resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Abbigli is under no obligation to resolve any disputes.

Abbigli Release. You release Abbigli from any claims, demands and damages arising from disputes with other users or parties.

10. Disputes with Abbigli

If you are offended by us, let us know and hopefully we can resolve your problem. But if we can't, then these rules will govern any legal dispute related to our Services:

• 10. 1Governing Law. The terms are governed by the laws of the State of New York, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter what part of the world you reside in, but if you reside outside of the United States, you may be entitled to the protection of mandatory local consumer protection law provisions.
• 10.2 Arbitration. You and Abbigli agree that any dispute or claim arising out of or relating to the Terms shall be finally resolved by final and binding arbitration using the English language conducted by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules ("AAA Rules") then in effect (those rules are deemed incorporated herein by reference, and you can find the AAA Rules here on the date of these Terms), unless otherwise required by law. **Arbitration, including threshold issues of arbitrability, will be handled by a sole arbitrator in accordance with these rules. The arbitration award may be rendered in any court having jurisdiction.
• For EU sellers, if any dispute arises under the Terms, the parties must first attempt to resolve it using the grievance procedure published here. In addition, the dispute may be submitted by either party to the Center for Effective Dispute Resolution ("CEDR") for mediation. The parties agree to proceed to mediation to resolve the dispute in good faith and will do so in accordance with CEDR mediation procedures. Unless the parties agree otherwise within 14 days of notice of the dispute, the mediator will be appointed by CEDR. In order to initiate mediation, a party must give the other party to the dispute written notice that the dispute has been submitted to mediation. A copy of the notice must be sent to CEDR.
• Any arbitration or mediation under the Terms will be conducted on a case-by-case basis. You understand that by agreeing to the Terms, you and Abbigli give up the right to a jury trial or class action. Class arbitrations are available only if one of the parties files a request in accordance with the Arbitration Rules for Class Actions and it is approved by the arbitrator. Notwithstanding the above, each party has the right to file suit in a court of competent jurisdiction for injunctive or other equitable or conservative relief before the arbitrator or mediator's final decision. Instead, you may sue in "small claims" court, but only if your claim qualifies, your claim remains in such court, and your claim remains individual, nonrepresentative, and non-classwide.
• 10.3 Costs of Arbitration. Payment of any and all reasonable filings, administrative and arbitration fees by AAA will be in accordance with the Consumer Arbitration Rules and, in the case of CEDR, its rules. If the value of your claim does not exceed $10,000, Abbigli will pay the reasonable filing, administrative and arbitration fees associated with the arbitration, unless the arbitrator determines that the substance of your claim or the relief sought was frivolous or filed for an improper purpose. In the case of mediation through CEDR, the parties pay their share of the costs of mediation, and under certain conditions, such costs may be reimbursed to you depending on the outcome of the mediation.
• 10.4 Forum. We are located in New York City, so any legal action against Abbigli relating to our Services must be filed and served in New York County, New York. For all actions brought under the AAA Rules, the action may be brought at your place of residence or in New York, New York, and any in-person hearing will be held at a location reasonably convenient to both parties in light of their ability to travel and other relevant circumstances. For any actions not subject to arbitration or mediation, you and Abbigli agree to submit to the personal jurisdiction of a state or federal court located in New York County, New York, if your contract is with Abbigli, Inc.; if your contract is with Abbigli Ireland UC, you and Abbigli agree to submit to the personal jurisdiction of the Irish courts.
• 10.5 Government Agencies Exception. If you are a government agent or entity in the United States using the Services in your official capacity, and you cannot legally agree to the provisions of this section, these terms do not apply to you. In that case, the Terms and any actions related to the Terms will be governed by the laws of the United States (without reference to conflict of laws rules) and, in the absence of federal law and to the extent permitted by federal law, the laws of the State of New York.
• 10.6 Amendments. If we make any changes to this Disputes with Abbigli section after the date you last accepted the Terms, those changes will not apply to any claims filed in litigation against Abbigli prior to the effective date of the changes. Abbigli will notify you of material changes in the Abbigli Disputes section at least 30 days prior to the effective date of the changes. If you do not agree to the changed terms, you may send Abbigli a written notice (including email) or close your account within those 30 days. By rejecting the amended terms or permanently closing your account, you agree to arbitrate any disputes between you and Abbigli in accordance with the provisions of this Disputes with Abbigli section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen a closed account or create a new account, you agree to be bound by the current version of the Terms.

11. Changes to the Terms and Conditions

We may update these Terms from time to time. If we believe that changes are material, we will notify you by posting the changes on the Services and/or by sending you an email or message about the changes. This way, you can decide whether you want to continue using the Services. Unless otherwise specified, changes take effect upon posting of the changes. It is your responsibility to review and become familiar with any changes. Your use of the Services after a change is made constitutes your acceptance of the updated Terms.

12. Certain Subtle Legal Matters

The Terms, including all policies comprising the Terms, supersede any other agreements between you and Abbigli regarding the Services. If any part of the Terms is deemed unenforceable, that part will be limited to the minimum extent necessary for the Terms to remain in full force and effect. Our failure to enforce any part of the Terms will not constitute a waiver of our right to enforce that or any other part of the Terms thereafter. We may assign any of our rights and obligations under the Terms.

13. Contact Information

If you have any questions about the Terms, please email us at legal@abbigli.com

* In some countries, you may have additional rights and/or the previous terms may not apply to you.