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THIS AGREEMENT (the “Agreement”) ________is dated as of _________, 2018 (the “Effective Date”), and is by and between LuxySource LLC, a New York limited liability company, having an address at 36 West 47 th Street, New York, New York 10036 (“LuxySource”) and _____________________________, a _____________ organized under the laws of the State of __________________, having an address at ________________________________________ (“Vendor” and, together with LuxySource, the “Parties” and, individually, a “Party”).

RECITALS:

1. LuxySource has developed and owns and operates a proprietary portal and website and related proprietary technology and intellectual property for the on-line sale of jewelry, diamonds, watches and other luxury products by sourcing dealers, manufacturers, store retailers and other vendors of such luxury products and enabling such vendors to sell their luxury products via recognized on-line and mobile device retail platforms, by providing integrated tools and functionalities including, without limitation, inventory management systems, customized multi-platform marketing, social media, pawn, resale, consignment, fulfillment and auction, upgraded photo displays, catalogue access and facilitating acceptance by recognized on-line retail platforms, such business to extend to all present and future technology, media, platforms and formats for on-line and mobile device retail sales (collectively referred to as the “LuxySource ^TM Platform”) , and
2. Vendor is engaged in one or more activities as a dealer, manufacturer, vendor, store retailer or other source of jewelry, diamonds, watches and other luxury products (“Vendor Products”) and Vendor would like to utilize the LuxySource Platform to enable sale of the Vendor Products via recognized on-line and mobile device retail platforms (“Digital Retail Platforms”),

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the parties hereto hereby agree as follows:

1. Subscription to LuxySource Services; Payment of Service and Transaction Fees. Remittance of Purchase Price by Digital Retail Platforms;>
1. Vendor does hereby contract for and subscribe to use of the LuxySource Platform, 1subject to the terms and conditions of this Agreement, in either the Basic, Standard, or Luxury Service Levels selected on Schedule 1 hereto (Luxury Service available only to select Vendors approved by LuxySource). Vendor may upgrade Service Levels by paying the additional fees required. LuxySource will provide the services to Vendor included in the Service Level selected by Vendor set forth on Schedule 1 hereto.
2. Vendor shall pay to LuxySource
   1. monthly subscription and marketing fees relating to the Service Level selected by Vendor and set forth on Schedule 1 hereto.
   2. transaction fees for Vendor Products sold through Digital Platforms placed by LuxySource, such payments to be made in the manner set forth on Schedule 2 hereto.
2. Term; Free Introductory Trial Period.
1. By entering into this Agreement, Vendor shall be entitled to a Free Introductory Trial Period of three (3) months, during which Vendor can obtain inventory management, social media, and CRM services and can sell Vendor Products through the LuxySource Platform only on Amazon and EBay. During the Free Introductory Trial Period, Vendor is not required to pay LuxySource any monthly Marketing/Subscription Fees but will pay Vendor transaction fees for Vendor Products sold through the Luxy Source Platform.
2. If Vendor does not cancel (by written notice to LuxySource) the term of this Agreement by the end of the Free Introductory Trial Period, Vendor will automatically subscribe for and be enrolled in Basic Service for a term of two (2) years, commencing at the end of the trial period. In such event, Vendor commits to a term of two (2) years use of the LuxySource Platform and payment of related Service Fees (the “Term”). The Term shall automatically be extended for additional consecutive periods of two (2) years each, unless either party notifies the other of its desire not to renew at least sixty (60) days prior to the expiration of the Term then in effect.
3. If Vendor does cancel the term of this Agreement by the end of the Free Introductory Trial Period, Vendor will cease having use or functionality of the LuxySource Platform at the end of the trial period. Vendor shall remain responsible to pay LuxySource Transaction Fees for any Vendor Products sold on the LuxySource Platform during the trial period.
3. Placement of Vendor Products on Digital Retail Platforms; Exclusivity and Non- Circumvention
1. LuxySource shall use commercially reasonable efforts to assist Vendor in becoming an authorized seller of Vendor Products on Digital Retail Platforms selected by LuxySource. Vendor shall cooperate and provide the necessary information and enter into the contract documents required by the Digital Retail Platforms. LuxySource cannot guarantee that any particular Digital Retail Platform will accept Vendor as an authorized seller.
2. LuxySource shall determine and select the Digital Retail Platforms for which it shall seek to enable Vendor to sell Vendor Products, which may be multiple or different platforms for various Vendor Products relating to price ranges, type of Vendor Product, new or used, and other factors, as part of an overall marketing strategy developed by 2LuxySource. And which may change from time to time.
3. For each Digital Retail Platform selected by LuxySource and for which LuxySource has assisted Vendor to become an authorized seller, Vendor shall work exclusively with LuxySource, LuxySource shall be entitled to commissions or other fees from such Digital Retail Platform and from Vendor on sales of Vendor Products through such Digital Retail Platform, and Vendor shall not circumvent LuxySource and sell Vendor Products directly or indirectly through such Digital Retail Platform without LuxySource receiving its commissions and other fees from such Digital Retail Platform and from Vendor on such sales of Vendor Products. Vendor shall not enter into any arrangement waiving such commissions and other fees to LuxySource from such Digital Retail Platform or Vendor on such sales of Vendor Products. In support of these requirements, Vendor shall not solicit, provide or market any Vendor Products through any Digital Retail Platform introduced by LuxySource to Vendor and for which Vendor became an authorized seller, or solicit, enter into, renew or extend any platform agreement or other contract with any such Digital Retail Platform, unless they specifically recognize LuxySource’ right to commissions and fees from such Digital Retail Platform and Transaction Fees from Vendor on sales of Vendor Product through such Digital Retail Platform. Regardless of whether or not such Digital Retail Platform specifically recognizes LuxySource right to commissions and fees from such Digital Retail Platform, and/or Vendor recognizes LuxySource’ right to Transaction Fees from sales of Vendor Products through such Digital Retail Platform, LuxySource shall be entitled to, and the Digital Retail Platform shall pay LuxySource commissions and fees, and Vendor shall pay LuxySource Transaction Fees, on any Vendor Products sold through such Digital Retail Platform, for the Term of this Agreement plus two (2) years after termination of the Term of this Agreement. Such obligations of exclusivity and non-circumvention shall continue for the entire Term of this Agreement plus an additional two (2) years after any expiration or termination of this Agreement. Such obligations of exclusivity and non-circumvention shall survive any termination or expiration of the Term of this Agreement. By way of explanation, if the Term of this Agreement terminates, the Vendor will discontinue paying monthly Marketing and Subscription fees to LuxySource, but LuxySource shall continue to be entitled to commissions and fees from the Digital Retail Platforms and Transaction Fees from the Vendor on any sale of Vendor Products through Digital Retail Platforms introduced by LuxySource for two (2) years after termination of the Term.
4. In the event that Vendor’s relationship with any Digital Retail Platform selected by LuxySource and for which LuxySource has assisted vendor to become an authorized Seller, becomes “exclusive” or a “franchise”, such that Vendor Products (or some component of Vendor Products or a particular “brand” or “trademark” of Vendor Products) are sold exclusively through such particular Digital Retail Platform, LuxySource shall continue to be entitled to commissions and other fees from such Digital Retail Platform on sales of Vendor Products through such Digital Retail Platform, for the entire Term of this Agreement plus an additional two (2) years after expiration or 3 termination of this Agreement. In support of these requirements, Vendor shall not solicit, enter into, renew or extend any platform agreement, exclusivity, branding, franchise or other contract with any such Digital Retail Platform, unless they specifically recognize LuxySource’ right to commissions and fees from such Digital Retail Platform and from Vendor on sales of Vendor Product through such Digital Retail Platform. Regardless of whether or not such Digital Retail Platform specifically recognizes LuxySource right to commissions and fees from such Digital Retail Platform where Vendor has a franchise arrangement, and/or Vendor recognizes LuxySource’ right to Transaction Fees from sales of Vendor Products through such Digital Retail Platform where Vendor has a franchise arrangement, LuxySource shall be entitled to, and the Digital Retail Platform shall pay LuxySource commissions and fees, and Vendor shall pay LuxySource Transaction Fees, on any Vendor Products sold through such Digital Retail Platform, for the Term of this Agreement plus two (2) years after termination of the Term of this Agreement. Such obligations of exclusivity and non-circumvention shall survive any termination or expiration of the Term of this Agreement. By way of explanation, if the Term of this Agreement terminates, the Vendor will discontinue paying monthly Marketing and Subscription fees to LuxySource, but LuxySource shall continue to be entitled to commissions, revenue share and fees from the Digital Retail Platform and Transaction Fees from the Vendor on any sale of Vendor Products through the Digital Retail Platform for two (2) years after termination of the Term of this Agreement.
5. Vendor shall have the direct contract relationship with any Digital Retail Platform introduced or selected by LuxySource for sale of Vendor Products, and Vendor shall comply with all platform or other contracts, terms of use, codes of conduct and policies promulgated by such Digital Retail Platform. LuxySource shall NOT be responsible for any
   1. failure of a Digital Retail Platform to remit end-user buyer purchase prices to Vendor or to LuxySource for sale of Vendor Products.
   2. any termination, limitation or discontinuance of Vendor’s status as any authorized seller on such Digital Retail Platform.
   3. any changes in fees, charges or services by such Digital Retail Platform.
   4. any other acts or omissions of such Digital Retail Platform.
   Vendor shall look only to the Digital Retail Platform for performance of any contract between Vendor and such Digital Retail Platform.
6. LuxySource shall have the same rights as Vendor to obtain access to information and documentation from a Digital Retail Platform for verification of sales and payment data and other matters pertaining to the determination of Transaction Fees owed by Vendor to LuxySource and the payment thereof.
4. Vendor as Direct Seller of Vendor Products...
   1. The LuxySource Platform is a B2B service between LuxySource, Vendor and Digital Retail Platforms whereby LuxySource sources vendors for Digital Retail Platforms and strategizes and deploys vendors to Digital Retail Platforms. LuxySource does not accept 4or process or at any time take title to or possession of any inventory of, and does not sell, Vendor Products.
   2. Vendor shall be the direct seller of Vendor Products to end-user buyers and/or Digital Retail Platforms (in those cases such as Real Real where the Digital Retail Platform takes title to inventory) and Vendor shall have and retain all responsibility as a seller of goods under applicable commercial law, including without limitation, any express or implied warranties imposed by law or provided by Vendor or required by the Digital Retail Platform.
   3. LuxySource, does not, by reason of this Agreement or any services provided by LuxySource pursuant to this Agreement, undertake, endorse, warrant, guaranty or assure any obligation or liability of Vendor for Vendor Products or services, and LuxySource shall not have any liability for the delivery, quality, grading, performance, authenticity or infringement of any Vendor Products sold on a Digital Retail Platform introduced or enabled by LuxySource. The LuxySource brand name and trademarks shall NOT be utilized in connection with any Vendor Product sold by Vendor.
   4. LuxySource does NOT provide any “certification” of the quality, grading, value, performance, authenticity, history of ownership or any other factor relating to any Vendor Product.
   5. Vendor shall be directly responsible for delivery of Vendor Product purchased by buyers and for all customer service relating to Vendor Products, including returns, refunds, adjustments, credits, repairs, warranty service, cleaning, polishing, re-mounting, re- sizing, or other services.
5. Vendor Product Representations Vendor represents and warrants to LuxySource that as to each and every Vendor Product sold or offered for sale, or in inventory available for sale or for which photographs or images are provided for use in connection with, marketing and sales through Digital Retail Platforms introduced or enabled by LuxySource:
   1. Vendor has good and marketable title to the Vendor Product, available for sale as merchandise free and clear of all liens, claims and encumbrances, and Vendor acquired in the Vendor Product either by manufacture or by valid legal purchase in the ordinary course of business, and Vendor has accurate documentation of such valid manufacture or purchase.
   2. the Vendor Product is authentic and if bears any trademark, brand name, logo, label, signature, endorsement or similar identification the Vendor Product is a genuine authorized product there of 5
   3. if the Vendor Product bears any trademark, brand name, logo, label, signature, endorsement or similar identification, the Vendor possesses any necessary licenses or authorizations to market and sell such Vendor Product and has accurate documentation thereof
   4. the identification and description of the Vendor Product is accurate as to specifications, quality, performance, size, grading, color, weight, type of gem or other materials, brand or trademark, new or used, SKU#, and any known defects or damage are properly described.
   5. Any appraisals, valuations, certifications, or other statements of value which may be provided with the Vendor Product are authentic and issued by reputable sources recognized in the industry.
   6. As to diamonds and other gems which are uncut or rough the Vendor possesses invoices containing the necessary warranty declarations under the System of Warranties of the World Council of Diamonds and the Kimberly Process Certifications.
   7. The advertisement, marketing, and sale of the Vendor Product by Vendor through Digital Retail Platforms introduced or enabled by LuxySource, shall not infringe upon and are not in violation of any design, patent, copyright, trademark, publicity rights or other intellectual property or contractual rights of any third party.
   8. if the Vendor Product has been designed, manufactured or fabricated by Vendor,
      1. the Vendor Product and design thereof has not been improperly copied from any third party and does not infringe upon and is not in violation of the design, patent, copyright, trademark, publicity rights or contractual rights of any third party,
      2. the Vendor Product has been properly manufactured in accordance with the applicable design and specifications, has been inspected and will be sold as “new” with proper packaging, and is not “irregular” or “seconds”.
   9. Any Vendor Product purported by Vendor to be in inventory and available for sale is actually in the inventory of Vendor and available for sale and does not need to be acquired from any third party.
   10. Any Vendor Product obtained from a foreign country has been properly imported and processed through US Customs and all import and excise taxes, fees and permits paid and obtained.
   11. Upon purchase of a Vendor Product by an end-user buyer through a Digital Retail Platform, Vendor will deliver the specific Vendor Product purchased by such buyer and identified in the Vendor Product photograph associated with such Vendor Product and will not substitute any alternative Vendor Product.
6. Photographs of Vendor Products.
   1. All photographs, images, and design drawings of Vendor Products (“Vendor Product Photographs”) provided to LuxySource and/or any Digital Retail Platform are accurate and identified to the specified Vendor Product and SKU# in inventory and available for sale by Vendor
   2. Vendor has not altered any Vendor Product Photograph to hide or obscure damages or defects or to change color or appearance of a Vendor Product.
   3. Vendor has all necessary licenses and authorizations from the photographer of the Vendor Product Photograph for Vendor, LuxySource, and the Digital Retail Platform to utilize such Vendor Product Photograph in connection with the marketing and sale of the Vendor Product, and Vendor is responsible for any payments due or owing to such photographer.
   4. Vendor shall retain the intellectual property rights to Vendor Product Photographs supplied by Vendor, but hereby grants to LuxySource and any Digital Retail Platform introduced or enabled by LuxySource a royalty-free license to utilize such Vendor Product Photographs on the LuxySource Platform and such Digital Retail Platforms in connection with the marketing and sale of the Vendor Product.
   5. Vendor hereby authorizes LuxySource to upload Vendor Product Photographs to the LuxySource Platform and Digital Retail Platforms, and authorizes LuxySource and such Digital Retail Platforms to display such Vendor Product Photographs in connection with the marketing and sale of the Vendor Products.
   6. If Vendor has subscribed for the Standard Service level set forth on Schedule 1 hereto whereby Vendor would like LuxySource to retouch or upgrade Vendor Product Photographs, Vendor hereby authorizes and licenses LuxySource to do so.
7. LuxySource TM Proprietary Platform.
   1. Vendor hereby authorizes LuxySource to upload and include content and information about the Vendor’s business and the Vendor Products on the LuxySource Platform and Website. Vendor shall be solely responsible for the accuracy, completeness and propriety of information concerning its organization, products, services, industry and the like which it provides to LuxySource for use on the LuxySource Platform, and to assure that all representations, direct or implied, with respect to the Vendor’s organization, products, services and industry are accurate 7and supportable by adequate objective data then possessed by the Vendor.
   2. The Vendor shall be solely responsible for all disclosures, warnings, notices, limitations, and other legal and regulatory requirements affecting its products, services, packaging, labeling, advertising, promotion, sale or distribution thereof and assuring that they are properly placed and included in any materials that may be included in the LuxySource platform pursuant to this Agreement.
   3. The Vendor shall be solely responsibility for the availability, protect ability and use of any designs, names, brands, logos, graphics, slogans, taglines, trademarks, service marks and other materials relating to the Vendor and/or Vendor Products (collectively, “Marks”), which are uploaded or utilized on the LuxySource platform and Website, and for assuring that such Marks do not infringe upon or violate the trademark, copyright, patent or other intellectual property or contractual rights of any third party. It is the Vendor’s sole responsibility to notify LuxySource of the placement of any notices or symbols relating to the protect ability of the Vendor’s Marks, such as TM, ®, ©, “patents pending” or similar descriptions on the LuxySource Website. The Vendor expressly acknowledges that LuxySource shall have no responsibility or obligation to research, evaluate, assess or determine the availability, registrability and/or protectability of any of the Marks and other materials created, prepared and/or submitted by the Vendor to LuxySource hereunder. The Vendor retains all intellectual property rights in its Marks notwithstanding their use or appearance on the LuxySource platform or Website.
   4. The Vendor shall be solely responsible to assure that all information and content regarding the Vendor which is uploaded or utilized on the LuxySource platform and Website are in compliance with privacy and civil rights laws, and accordingly, shall not contain any “personally identifiable information” of any client, customer, employee, or other personnel of the Vendor or any other individual, and shall not contain any endorsements or promotions by any individual, unless in each case the written consent of such individual has been provided to LuxySource.
   5. The Vendor agrees that LuxySource TM is the exclusive owner of, and retains, all trademark, copyright, patents, trade secret and other intellectual property rights relating to the LuxySource TM Platform, Website and any technology, software, programs and systems relating thereto. The Vendor does not acquire any rights or interests in such LuxySource Platform, and no license is intended, by reason of this Agreement or any use or appearance of content or information regarding the Vendor or Vendor Products on such LuxySource Platform. In the event that the Vendor or any of its personnel shall suggest, discuss, design or work on any improvements or developments to the LuxySource Platform, Website or any technology, software or systems relating thereto, such work product shall be deemed “works for hire” for LuxySource TM , which shall obtain and retain all intellectual property rights relating thereto. In accordance with Section 11 of this Agreement, the Vendor and its personnel shall maintain in strict confidence all business and technological information relating to the LuxySource Platform and shall not disclose or make available such information to any third party. Vendor shall not itself nor permits any third party to, analyze, reverse engineer, duplicate, disassemble or 8decompile any software, programs or systems relating to the LuxySource Platform and Website.
   6. Vendor shall comply with the LuxySource Platform and Website Terms of Use, Vendor Code of Conduct, Privacy Policies and any other rules and regulations set forth by LuxySource for use of the LuxySource Platform and Website.
   7. During the Term and for a period of two (2) years thereafter, neither Vendor nor any affiliate thereof shall, directly or indirectly, for its own account or others, develop, own, operate, license or market any platform, system or technology which competes with, or is the functional equivalent of, the LuxySource Platform.
8. LuxySource Right to Audit Vendors.
   1. LuxySource shall have the right, but not the obligation, together with its professional advisors, to inspect, review and audit the books, records, documents, facilities, inventory and operations of Vendor, from time to time during the Term during business hours on reasonable advance notice. Vendor shall cooperate with LuxySource and make available such information, facilities and personnel as requested by LuxySource in connection with such audit. LuxySource shall maintain all information regarding Vendor obtained during such audit subject to the confidentiality provisions of Section 11 of this Agreement. LuxySource may also check on Vendor performance as a secret shopper. Such reviews and audits shall be at the expense of LuxySource.
   2. LuxySource review and audit of Vendor, and the delivery by LuxySource of any report, recommendations or requirements as a result thereof, is solely for the benefit of LuxySource, shall not be construed or implied as any endorsement, approval or certification of any Vendor Products or create any responsibility or liability on LuxySource for the business, operation, or sales of Vendor Products by Vendor, nor shall it modify any obligations of Vendor under this Agreement.
9. Termination, etc.
   1. After completion of the three-month free Introductory Trial Period without cancellation, Vendor has subscribed for a minimum two (2) year Term commitment to utilize the LuxySource Platform. Such subscription by Vendor requires a substantial effort of time and expense on the part of LuxySource to integrate and strategize Vendor and the Vendor Products to the LuxySource Platform and Digital Retail Platforms, and for LuxySource to recoup such costs. Accordingly, Vendor has committed for such Term and will be required to pay the monthly marketing and subscription fees set forth on Schedule 1 for such Term and cannot terminate the Term, except for a substantial, material and continuing breach by LuxySource which is not corrected by LuxySource within sixty (60) 9days after written notice by Vendor of the circumstances thereof.
   2. LuxySource may terminate Vendor’s use of the LuxySource Platform and Website and discontinue providing any services to Vendor IMMEDIATELY upon written notice to Vendor in the event that
      1. Vendor has engaged in any fraudulent or illegal activity in connection with the sale of Vendor Products, use of the LuxySource Platform or use of the Digital Retail Platform,
      2. Vendor has sold, marketed or attempted to sell products owned by third parties or not actually in Vendor inventory by use of the LuxySource Platform and/or any Digital Retail Platform,
      3. Vendor has sold, marketed or attempted to sell through use of the LuxySource Platform and/or any Digital Retail Platform, Vendor Products which are not authentic or are fake, improperly acquired, “knock offs” of branded products, substituted, are different than the photograph identified with such Vendor Product, or in any other manner violate Vendor’s representations and warranties as to Vendor Products set forth in Section 5 of this Agreement,
      4. Vendor has sold, marketed or attempted to sell through use of the LuxySource Platform and/or any Digital Retail Platform diamonds or other gems which fail to comply with warranties required by the World Council of Diamonds and/or are in violation of the Kimberly Process Certification System
      5. Vendor has sold, marketed or attempted to sell through use of the LuxySource Platform and/or any Digital Retail Platform, Vendor Products whose designs, brand names, trademarks or other identification violate or infringe the intellectual property or contractual rights of any third party
      6. Vendor or any of its key personnel become the subject of any banking, securities, fraud or other felony violation, indictment or conviction,
      7. Vendor discontinues its business, dissolves, liquidates, or enters into or is the subject of any bankruptcy or insolvency proceeding or
      8. LuxySource receives any order of a court of competent jurisdiction or a governmental authority to terminate Vendor’s use of the LuxySource and/or any Digital Retail Platform.
   3. Three Defaulted Sale Rule. Notwithstanding any other provision of this Agreement, if a Vendor “defaults” in the sale of any Vendor Product on any Digital Retail Platform introduced by LuxySource three (3) or more times, LuxySource may terminate Vendor’s use of that Digital Retail Platform. “Default” shall include any failure to sell a Vendor Product displayed or advertised for sale on such Digital Retail Platform, or sale of a defective product or substituted product, or where the end-user customer has requested a return, refund or replacement.
   4. LuxySource may terminate Vendor’s use of the LuxySource Platform and Website and discontinue providing any services to Vendor in the event that Vendor materially breaches this Agreement, the Terms of Use of the LuxySource Platform, the LuxySource Vendor Code of Conduct, or any provision of applicable law or regulation, and fails to correct the breach or violation within ten (10) following written notice specifying the breach or violation.
   5. LuxySource shall have the same access to Digital Retail Platform reports of sales by 10Vendor as Vendor has, and under Payment Plan A, LuxySource shall invoice Vendor for Transaction Fees on or after LuxySource receives information that Vendor has sold Vendor Products on such Digital Retail Platform. LuxySource may terminate Vendor’s use of the LuxySource Platform and Website and discontinue providing any services to Vendor in the event that
      1. Vendor fails to pay any invoice from LuxySource to Vendor within fifteen (15) days after delivery of the invoice to Vendor or
      2. Vendor fails to pay monthly Marketing and Subscription Fees on the first day of each month. Vendor shall also pay LuxySource interest at the rate of Twelve (12%) Percent per annum on any Transaction Fees and monthly Marketing and Subscription Fees not paid when due (subject to the maximum rate permitted by law).
   6. In the event of any such termination by LuxySource,
      1. LuxySource shall be entitled to take down from the LuxySource Platform and Website any Vendor Product Photographs and all references to Vendor of this Agreement,
      2. Vendor shall remain responsible to the Digital Retail Platforms for all obligations under any agreement between Vendor and such Digital Retail Platforms,
      3. Vendor shall remain responsible to end user buyers of Vendor Products, and
      4. all obligations of Vendor to LuxySource under this Agreement shall remain in full force and effect, including without limitation, payment of Transaction Fees for Vendor Products sold or marketed for sale on Digital Retail Platforms introduced by LuxySource during the Term and for two (2) years after termination of the Term.
   7. Sections 3(c) through 3(f) (Exclusivity and Non-Circumvention to LuxySource introduced or enabled Digital Retail Platforms), 4(b) through 4(e) (Vendor responsibilities as direct seller of Vendor Products); 5 (Vendor Product representations and warranties), 6 (Vendor responsibility for Vendor Product Photographs) , 7 (LuxySource Platform proprietary rights), 9 (Termination), 10 (Indemnification), 11 (Mutual Confidentiality), 12 (Notices); 13 (Independent Contractors); 14 (Authorizations); 15 (Assignment) and 16 (General Provisions), shall survive any terminati0n of Vendor’s use of the LuxySource Platform and Website and/or termination or expiration of the Term of this Agreement.
10. Indemnification. Vendor shall indemnify, defend and hold LuxySource and its members, managers, directors, officers, employees, agents and representatives (collectively, “LuxySource Indemnities”) harmless from and against any and all claims, demands, actins, damages, liabilities, costs and expenses (including without limitation, attorney’s fees and disbursements (collectively, “Claims”) relating to or arising out of the marketing or sale of any Vendor Product utilizing the LuxySource Platform or any Digital Retail Platform introduced or enabled by LuxySource, including without limitation,
1. Claims by users or buyers of Vendor Products, whether for products liability, quality, performance, authenticity, returns, damaged or defective goods, failure to deliver or otherwise,
2. Claims by Digital Retail Platforms,
3. Claims that the design, manufacturing, marketing or sale of a Vendor Product infringes or violates the intellectual property or contractual rights of any third party and
4. Claims that any 11 Vendor Product marketed or sold utilizing a trademark, brand name, logo, label, signature, endorsement or similar identification, is not licensed or authorized to Vendor and/or violates the intellectual property or publicity rights of any third party.
11. Mutual Confidentiality.
    1. “Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) including without limitation (1) product specifications, drawings and designs, samples, prototypes, manufacturing methods and processes, algorithms, platforms, designs, architecture, programs, codes, software and systems, access keys, data bases, know how, trade secrets, product development, product technology, business forecasts and projections, catalogs, prices, vendor and supplier and sourcing lists, customer lists, distributor lists, and sales, cost and other financial information; and (2) such other information reasonably understood to be confidential based on the nature of the information, whether or not it is marked at the time of disclosure as being “Confidential” or “Proprietary” or with words of similar import. The terms of this Agreement shall be deemed the Confidential Information of LuxySource. Without limiting the generality of the foregoing, all technical and business information relating to the LuxySource Platform shall be deemed confidential trade secrets of LuxySource.
    2. Notwithstanding the foregoing,
       1. Confidential Information does not include any information that is, or becomes, publicly known through no wrongful act on the Receiving Party’s part and
       2. LuxySource may utilize information regarding Vendor, Vendor Products and Vendor Product Photographs to carry out its LuxySource’ activities and responsibilities pursuant to this Agreement including placement of such information on the LuxySource Platform and Website.
    3. The Receiving Party shall keep the Confidential Information of the Disclosing Party in strict confidence and shall not, without the prior written consent of the Disclosing Party, disclose the Disclosing Party’s Confidential Information or use the Disclosing Party’s Confidential Information for its own benefit or the benefit of any third party, except to those personnel who require the information in order to enable the parties hereto to carry out the terms and conditions of this Agreement and who have been clearly informed of their obligations to maintain the Confidential Information as confidential and are bound by confidentiality obligations not less strict than those set forth herein. The Receiving Party further agrees to use the same degree of care, but no less than a reasonable degree of care, with the Disclosing Party’s Confidential Information as it would with its own confidential information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by a court or under operation of law or order provided that the Receiving Party notifies the Disclosing Party of such requirement prior to disclosure, that the Receiving Party discloses only that information required, and that the Receiving Party allows the Disclosing Party the opportunity to object to such court or other legal body requiring such disclosure.
12. Notices. All notices, demands, requests or other communications (collectively, "Notices") required to be given or which may be given hereunder shall be in writing and shall be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national overnight delivery service, (c) personal delivery, or (d) by email (to the address set forth on Schedule 3 hereto or to such other addressee or addresses as may be designated by any party hereto by written notice).
13. Independent Contractors. The Parties hereto shall be independent contractors, and nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.
14. Authorizations.
    1. Each Party represents to the other that it has the right to enter into this Agreement, that it is not subject to any agreements or other restrictions which would prohibit such Party from performing its obligations under this Agreement and that it has all necessary licenses, consents and registrations to perform this Agreement and to operate its business. Each person executing this Agreement on behalf of such party hereby covenants, represents and warrants that such party is duly authorized to execute and deliver this Agreement to the other Party.
    2. Vendor represents to LuxySource that Vendor is engaged in an independent business and has complied with and throughout the term of this Agreement shall comply with all federal, state and local laws relating to business permits and licenses of any kind that may be required for Vendor to carry out the business and tasks to be performed by Vendor under this Agreement and under each agreement between Vendor and a Digital Retail Platform.
15. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party. This Agreement and each and every covenant, agreement and other provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Vendor may only utilize the LuxySource Platform, and sell through Digital Retail Platforms introduced or enabled by LuxySource, Vendor’s own inventory of Vendor Products, and Vendor shall not sell any third-party inventory or act as an agent of a third party for use of such platforms or permit or enable any third party to utilize Vendor’s access to such platforms.
16. General Provisions.
    1. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, applicable to contracts made and performed in such State and without 13regard to conflicts of law doctrines. Each Party hereby submits to the personal jurisdiction of the federal and state courts located in New York County, State of New York for the purpose of resolution of disputes under this Agreement. All disputes band claims under this Agreement must be brought exclusively in the federal and state courts located in New York County, State of New York.
    2. All disputes under this Agreement shall be resolved, first, by a mandatory thirty (30) day negotiation period, during which each Party and their executives and accountants and other professional advisors shall meet (including by video or audio conference) to attempt to resolve the dispute. Either Party may commence such mandatory negotiation period by written notice to the other party, setting forth the circumstances thereof. Neither Party shall commence any litigation or claim in any court or other tribunal until expiration of such negotiation period without resolution of the dispute.
    3. The foregoing Sections 16(a) and (b) shall not in any way impair or delay LuxySource rights to terminate Vendor’s use of the LuxySource Platform and Website or either Party’s right to terminate the Term of the Agreement for material breaches, all as provided in Section 9 of this Agreement.
    4. Notwithstanding the foregoing Sections 16(a) and (b), the Parties shall be entitled to injunctive relief is provided in Section 16(e) below.
    5. Vendor acknowledges and agrees that LuxySource may be irreparably injured by any violation of 3(c) through 3(f) (Exclusivity and Non-Circumvention to LuxySource introduced or enabled Digital Retail Platforms), 7 (LuxySource Platform Proprietary Rights) and 11 (Mutual Confidentiality), that damages at law would be difficult to determine, and that accordingly, LuxySource shall be entitled to seek an injunction, specific performance and other equitable relief in any court of competent jurisdiction to restrain any violation of such provisions (without any requirement that LuxySource post any bond or other security or prove special damages). LuxySource acknowledges and agrees that Vendor may be irreparably injured by any violation of Section 11 (Confidentiality), that damages at law would be difficult to determine, and that accordingly Vendor shall be entitled to seek an injunction, specific performance and other equitable relief in any court of competent jurisdiction to restrain any violation of such provisions (without any requirement that Vendor provide any bond or other security or prove special damages). The provisions of this Section 16(e) shall supersede any other requirements of jurisdiction, negotiation, arbitration or dispute resolution set forth in this Agreement and shall survive any termination of this Agreement.
    6. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement . 14(g) This Agreement contains the entire agreement between the parties relating to the subject matter hereof and may not be amended, waived or terminated orally but only by a written instrument signed by the party to be charged thereby. This Agreement is intended for the sole and exclusive benefit of the signatories, is not intended to benefit any third party and does not create any rights in any third party. Only the parties to this Agreement may enforce it.
    7. This Agreement may be executed in any number of counterparts each of which when so executed and delivered shall be deemed to be an original, but all such counterparts shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic format shall be equally as effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

LUXYSOURCE LLC	COMPANY NAME OF VENDOR
BY _____________________________	BY _____________________________
Printed Name ___________________	Printed Name ___________________
Title __________________________	Title __________________________

SCHEDULE 1 TO VENDOR AGREEMENT - SERVICE LEVELS AND FEES AND TRANSACTION FEES

Service Level	Monthly Marketing/Subscription Fee	Transaction Fees
INTRODUCTORY FREE TRIAL PERIOD includes: Inventory Management Social Media CRM Deployment on Amazon and EBay Platforms Only	FREE - Three Month Trial Period	____ Percent of Sales Price, Minimum $____ per sale.
BASIC includes: Inventory Management Social Media CRM Strategy and Deployment on Digital Retail Platforms Selected by LuxySource	$	____ Percent of Sales Price, Minimum $____per sale
STANDARD includes All elements of Basic, PLUS Photo-Retouching	$	____ Percent of Sales Price, Minimum $____per sale
LUXURY (Available to certain Vendors selected by LuxySource) includes	$	____ Percent of Sales Price, Minimum $____per sale

SCHEDULE 2 TO VENDOR AGREEMENT - FEE PROCESSING AND PAYMENT

Vendor shall pay to LuxySource (1) monthly subscription and marketing fees relating to the Service Level selected by Vendor and set forth on Schedule 1 hereto and (2) Transaction Fees for Vendor Products sold through Digital Platforms placed by the LuxySource as set forth on Schedule 1 hereto.

Such payments to be made in the manner set forth on this Schedule 2, either Plan A or Plan B identified below:

PAYMENT PLANS A - DIGITAL RETAIL PLATFORM PAYS LUXYSOURCE MONTHLY INVOICE TO VENDOR FOR SERVICES. VENDOR,

Under Plan A,

1. The Digital Retail Platform remits to Vendor directly end-user buyer payments for Vendor Products sold through such Digital Retail Platform, after the Digital Retail Platform deducts its own fees and charges and any fees or commissions the Digital Retail Platform is to pay to LuxySource.
2. LuxySource will invoice Vendor monthly for Services provided by LuxySource, including Monthly Subscription and Marketing Fees and Transaction Fees

PAYMENT PLAN B - DIGITAL RETAIL PLATFORM PAYS LUXYSOURCE,LUXYSOURCE DEDUCTS FEES FOR SERVICES AND PAYS NET TO VENDOR

Under Plan B,

1. The Digital Retail Platform remits to LuxySource end-user buyer payments for Vendor Products sold through such Digital Retail Platform, after the Digital Retail Platform deducts its own fees and charges and any fees or commissions the Digital Retail Platform is to pay to LuxySource.
2. LuxySource then deducts from such payment, fees for Services provided by LuxySource, including Monthly Subscription and Marketing Fees and Transaction Fees.
3. Lucy Sources remits to Vendor the net funds remaining from the Digital Retail Platform Payments on a monthly basis, together with a statement of the relevant calculations.

SCHEDULE 3 TO VENDOR AGREEMENT - CONTACT INFORMATION

LUXYSOURCE LLC	VENDOR
	VENDOR COMPANY NAME
ADDRESS _________________________________	ADDRESS _________________________________
CONTACT PERSON __________________________	CONTACT PERSON __________________________
PHONE ___________________________________	PHONE ___________________________________
EMAIL ___________________________________	EMAIL ___________________________________

LUXYSOURCE AUCTIONS

To initiate and conduct an auction and sell products by auction on the Luxysource Platform, you must be a VENDOR who has executed a Luxysource Vendor Agreement (“LVA”) and in good standing and in compliance with such LVA. VENDORS who have executed an LVA and want to conduct auctions are encouraged to invite their customers and fellow dealers and vendors in their trade community to register and bid at their auctions.

To bid on and purchase products which are auctioned on the Luxysource Platform, you must register as a Bidder, unless you are already registered as a VENDOR and have executed and are in good standing and in compliance with a Luxysource Vendor Agreement (LVA).

The Luxysource Platform facilities several forms of on-line auctions to most effectively serve the preference of our subscribers.

Three Types of Private and Public Auctions:

1. Private Auctions - Sellers can invite and designate specific bidders to participate and the auction is not open to other Luxysource Subscribers or the general public.
2. Auctions Open to Luxysource Subscribers - Sellers can designate that bidders must be limited to other Luxysource Subscribers, who are generally other vendors and dealers of luxury products who have entered into a Luxysource Vendor Agreement (LVA) with Luxysource.
3. Auctions Open to the Public - Bidders can be from the general public as long as they register as bidders. Such bidders will include both Luxysource Subscribers and members of the general public who are not Luxysource Subscribers.

Luxysource Auction Fees and Commissions.

Vendors initiating an auction pay Luxysource a hosting fee and then as Sellers pay to Luxysource a sales commission on the winning bid price. At the present time, Luxysource is not charging winning bidders a “buyer’s premium” or similar fee.

Auction Hosting Fees

VENDORS with an LVA in good standing who have elected the $1499 per month LUXURY subscription plan can initiate an auction WITHOUT ANY HOSTING FEE!!

VENDORS with an LVA in good standing who have elected the $299 per month BASIC subscription plan or the $799 per month STANDARD subscription plan will be required to pay a Five Hundred ($500) Dollar Hosting Fee to initiate an auction on the Luxysource Platform. There is only one Hosting Fee per auction, regardless of the number of products or lots put up for auction. This fee is not refundable, even if the auction is not successful and there are no bidders, or the reserve price is not achieved, or the winning bidder does not pay for the auctioned products.

Sales Commission on Winning Bid Price.

Luxysource is entitled to a sales commission of Five (5%) Percent of the winning sales price, which will be deducted from the full Bidder winning price to be remitted to Seller. The commission will not be paid if the auction is not successful in that there are no bidders, or the highest bid did not achieve the reserve price. Luxysource shall be entitled to the commission if there is a valid winning bidder but such bidder does not pay for the auctioned products.

Auction Price Payment Processing by Luxysource; Disputed Sales.

In addition to utilization of the Luxysource Platform to display and describe the Vendor Products which are to be auctioned and to facilitate pricing, reserves, bidding and winners, Luxysource will facilitate processing the payments due from the winning Bidder to the Seller. Bidders will be required to register with credit cards or PayPal. Luxysource will charge the Bidder the winning price.

When the sale is completed, there will be an automatically generated invoice to the winning Bidder with the winning price. When Luxysource receives valid payment from the winning Bidder, Luxysource will notify the Seller. The Seller is then required to deliver the product to the winning Bidder. if Luxysource has not received any adverse notices from the winning Bidder thirty (30) days after the auction date, Luxysource shall credit the winning bid price to Seller after deducting Luxysource’ five (5%) percent commission on such winning bid price and any other charges owed to Luxysource relating to the auction.

If within thirty (30) days after the auction date, Luxysource receives an adverse notice from the winning Bidder, to the effect that the product was never delivered, was damaged, was the wrong product, did not conform to descriptions or any other supportable complaint, Luxysource will notify the auction Seller and Luxysource will not credit any of the winning bid price to Seller until Luxysource has received notice from the winning bidder that the matter is resolved between Seller and Buyer. If the Seller fails to adequately respond to Luxysource’ notice within ten (10) days, Luxysource will return the full winning bid price to the winning bidder.

If Luxysource does not receive valid payment of the winning bid price from the winning bidder within ten (10) days of the auction date, Luxysource will notify Seller and the winning bidder, and Seller shall thereafter not be obligated to deliver the auction products to such bidder. The same procedure shall be followed If, prior to the expiration of such ten (10) days after the auction date, Luxysource receives notice that the bidder’s credit card has been declined, or there are insufficient funds or insufficient credit for payment, and the matter is not corrected by valid payment within ten (10 days of the auction date,.

As described above, Luxysource is entitled to a sales commission of Five (5%) Percent on the winning sales price, which will be deducted from the full Bidder winning price facilitated through Luxysource. After deducting the Luxysource sales commission, Luxysource shall credit the balance of the Bidder price payment to the Seller on a monthly basis. If such credit to Seller is in excess of the charges invoiced to Seller on the regular monthly Luxysource Vendor Invoice, Luxysource will transmit such payment to Seller. Luxysource shall be entitled to such sales commission on the winning sales price, which commission will be invoiced to Seller, whether Luxysource collects the winning sales price from the winning bidder. If there is no winning bidder, meaning that no one bid on the Product or the highest bid did not achieve the reserve price, there is no commission due to Luxysource at that time.

No Per Product Listing or Reserve Fees; No Buyer’s Premium.

At the present time, Luxysource does not charge registered Luxysource Vendors who have a valid Luxysource Vendor Agreement (LVA) in effect, a listing or reserve fee for the listing of each Vendor Product on Luxysource Auctions. At the present time, Luxysource does not charge a “Buyer’s Premium” on a winning bid price. The Buyer will only pay the winning bid price to the Seller and not an additional premium to Luxysource. Luxysource is compensated for use of the Luxysource Platform for auctions by a Hosting Fee which covers the entire auction and by Luxysource sales commissions on each product put up for auction when there is a winning bid; such compensation is paid by Seller, either by invoice to Seller or by deduction from the bid purchase price to be paid by Buyer.

Luxysource Auction Listing Authorization.

When a Vendor who has a valid Luxysource Vendor Agreement (LVA) initiates an auction through the Luxysource Platform, such Vendor is deemed to have authorized Luxysource (a) to list the Vendor Products designated by Vendor for auction and to process the on-line auction in accordance with the parameters established by Vendor, such as start and end time, minimum bid and reserve price, and in accordance with the Luxysource Auction terms and conditions set forth herein; (b) to invite the class of bidders (selections 1,2 or 3 above) to participate in the auction, (c) to charge, invoice and/or deduct Luxysource’ sales commission from a winning bid, (d) to process auction payments from winning bidders, and (e) to charge the Vendor a Hosting Fee for the auction (except for Luxury Plan $1499 a month subscribers who do not pay a Hosting Fee). Such Vendor is deemed to make the same representations, warranties, covenants and indemnities to Luxysource as the Vendor makes on the sale of products through the Luxysource Platform to on-line Digital Retail Vendors under the Luxysource Vendor Agreement (LVA) entered into by that Vendor, and the LVA shall be deemed applicable to all sales by Vendor of products at auction using the Luxysource Platform.

Auction Seller Must Have Product in Inventory Ready to Deliver.

Similar to the representations made by a Vendor in its LVA, the Vendor by initiating an auction for a product on the Luxysource platform must have the product available in inventory ready to sell and deliver to a winning bidder, with good and marketable title to the product. Sellers must deliver the product to the winning bidder in a secure manner consistent with industry standards and post the product for delivery within 48 hours after receiving the winning bidder’s payment in full.

Luxysource Bidder Registration

All persons who want to bid on products listed for auction on the Luxysource Platform must register as bidders, See “Luxysource Bidder Registration Form and Agreement.” Luxysource reserves the right to terminate any Bidder’s registration, or refuse registration of a bidder, in its sole discretion. If a bidder is already a Luxysource Vendor who has entered into an LVA, Luxysource will contact that Vendor regarding any issues with its bidder registration.

Auction Sellers Responsible for all Products listed and/or sold through Luxysource Auctions.

The auction Seller is the direct seller of Products to the winning bidders and the auction Seller shall have and retain all responsibility as a seller of goods under applicable commercial law, including without limitation, any express or implied warranties imposed by law or provided by Seller.

Luxysource does not take title to such Products, does not provide any warranties, endorsements or assurances as to such Products and has no responsibility therefore, and Luxysource disclaims all warranties whatsoever relating to such Products.

Luxysource, does not, by facilitating auctions of Products on the Luxysource Platform, undertake, endorse, warrant, guaranty or assure any obligation or liability of the Seller of auctioned Products and Luxysource shall not have any liability for the delivery, quality, grading, performance, authenticity or infringement of any Products sold through auction on the Luxysource Platform introduced or enabled by Luxysource. The Luxysource brand name and trademarks shall NOT be utilized in connection with any Product sold through auction on the Luxysource Platform.

Luxysource does NOT provide any “certification” of the quality, grading, value, performance, authenticity, history of ownership or any other factor relating to any Product sold through auction on the Luxysource Platform.

The Auction Seller is responsible for the accuracy of any written description of its products; any photographs, drawings or other information displayed as to the products under auction; and any descriptions or references to warranties, quality, grading, value, performance, authenticity or history of ownership. Luxysource does not review, verify or edit any such information.

The Auction Seller shall be directly responsible at its own expense for shipment and delivery to the winning bidders of any Product sold through auction on the Luxysource Platform and for all customer service relating to such Products, including returns, refunds, adjustments, credits, repairs, warranty service, cleaning, polishing, re-mounting, re-sizing, or other services.

Luxysource Not Responsible for Bidder Payments.

When a bidder wins the auction within the parameters established by the Seller (such as minimum bid, reserve price, start and end time), a legal contract is created between Seller and such bidder, requiring Seller to deliver the products listed to bidder and bidder to pay Seller the winning bid price. This is a direct contract between Seller and the winning bidder and Luxysource is not a party thereto. Luxysource does not guarantee, assure or have any responsibility for the winning bidder’s obligation to pay the winning purchase price for any Product sold through auction on the Luxysource Platform, regardless of whether the winning bidder is a registered Luxysource Vendor with a Luxysource Vendor Agreement( LVA) or is a member of the general public who has registered as a bidder with Luxysource. Luxysource shall have no responsibility to take any actions, legal or otherwise, to enforce the payment obligations of a winning bidder. Luxysource will process winning bidder payments, and if Luxysource does not receive a valid payment from the winning bidder within ten (10) days after the auction date, Luxysource will notify Seller and the winning bidder.

A Seller who has not been paid by a winning bidder should

• simply cancel the transaction and not ship or deliver the Product to the winning bidder
• notify Luxysource which shall block further bids on Luxysource auctions by such bidder unless tre are satisfactory explanations for failure to pay.

Luxysource Not Responsible for Vendor Delivery of Products

As noted above, when a bidder wins the auction with the parameters established by the Seller (such as a minimum bid, reserve price, start and end time), a legal contract is created between Seller and such bidder, requiring Seller to deliver the products listed to bidder and bidder to pay Seller the winning bid price. This is a direct contract between seller and the winning bidder and Luxysource is not a party thereto. Luxysource does not guarantee, assure or have any responsibility for Seller’s obligation to deliver the product listed at auction to the winning bidder. Luxysource shall have no responsibility to take any actions, legal or otherwise, to enforce such obligations of Seller. A winning bidder who has made valid payment for the product and not received delivery of the product by the Seller should first notify the Seller and demand delivery or return of any payment provided. If the Seller does not comply, the winning bidder should notify Luxysource which shall not credit such bidder’s payments to Seller until Luxysource is notified by the winning bidder that the matter has been resolved. Luxysource will block further auctions by such Seller unless there are satisfactory explanations for failure to deliver. If Luxysource receives a valid payment from a winning bidder within ten (10) days if the auction date, Luxysource notifies both the auction Seller and the winning bidder. If Luxysource does not receive any adverse notices from the winning bidder within thirty (30) days after the auction date, Luxysource shall credit the Seller with the winning price, after deducting Luxysource’ commission and any other charges. If a winning bidder fails to make valid payment for the product within ten (10) days of the auction date, or if the credit card or other payment method is declined and not restored within such time period, Seller may re-list the product for auction. Auction Sellers must arrange at their own expense for secure delivery of products to the winning bidders in accordance with industry standards, including shipment and insurance.

All Sales are Final.

All auction sales of products on the Luxysource Platform are final. If Seller purports to have any kind of return or refund policy, Luxysource takes no responsibility therefor and will not enforce such policy on behalf of any Buyer.

No Seller Ratings or Buyer Ratings.

Luxysource does NOT provide or display “seller ratings”, “buyer ratings” or “bidder ratings” of the type that may appear on eBay or other auction sites. Luxysource does not display the number of successful auctions, products or dollar amounts sold by any Seller at auction on the Luxysource platform or any other “Seller history”. Similarly, Luxysource does not display the number of successful purchases, products or dollar amounts purchased by any bidder at auction on the Luxysource platform or any other “Buyer history”.

Information and Rules During Bidding Process

Auction and Bidding Rules. During the time that the auction process is “Live” and bids are being received for a particular item, the bidding history for that particular item is displayed, as well as the start and end time for the auction, any reserve price and whether the reserve has been met, Once the auction of a particular item has ended, Luxysource will display the winning price and winning bidder if there is one, or if there was no winning bidder or the reserve was not met. Once the auction has started, the Seller can reduce or eliminate the reserve, but cannot increase it. Once the auction has started, and there are any bids made by registered bidders, the Seller cannot cancel the auction. If a Bidder makes a bid, the Bidder can withdraw the bid up to the completion time of the auction, but such withdrawal will not revive a prior bid by that Bidder (this rule is in accordance with Section 2-328(3) of the New York Uniform Commercial Code). If a Bidder makes a bid and has not withdrawn the bid prior to the completion time of the auction, the Bidder cannot withdraw the bid and if it is the winning bid, the Bidder is obligated to purchase the item from the auction Seller.

Luxysource May Refuse Items for Auction, or May Cancel any Auction.

Luxysource may in its sole discretion refuse to allow any products or goods from being listed or sold at auction on the Luxysource Platform. Luxysource may in its sole discretion cancel any listing or any auction even if it has started. Without limiting the generality of the foregoing,

• Luxysource may refuse to allow auction of any products (or cancel any auction thereof in progress) which it believes are not authentic, do not conform to Seller’s description, are infringing, appear fraudulent, fake or stolen, improperly imported, are not actually owned by or in inventory of the seller, or which have descriptions or certifications or other assurances that appear inaccurate, fake or fraudulent, or are prohibited by law or regulation and
• Luxysource may cancel any auction if it appears there is improper manipulation, collusive or rigged bidding, excessive retractions or withdrawals of bids or fake bidders.

Manipulation Prohibited.

Auction Sellers and Bidders are prohibited from engaging in any practices to improperly manipulate either increases or decreases in prices for products at auction or to create confusion or misinformation during the bidding process. Sellers shall not engage in “collusive” bidding by arranging for fake bidders to increase the price. Buyers shall not engage in “collusive” bidding by arranging for fake bidders to submit low bids. Bidders will not be permitted to have multiple registrations and identities and shall be limited to a single registration and may only submit bids on behalf of their single registered identity. Repetitive withdrawals of bids will be viewed as an improper manipulation.

No Assignment of the Seller-Bidder Contract.

When an auction is completed, there is a legally binding direct contract of sale between the Seller and the winning Bidder at the winning price. This contract can NOT be assigned by either Seller or Buyer to any third party. A winning bidder must pay for the product directly and cannot assign or substitute any other party to do so. An auction seller can NOT assign the contract or rights to payment as an “accounts receivable” or any other methodology. Luxysource will NOT recognize any third party as a payee of any winning bid price. When Luxysource processes the winning bidder’s payment, Luxysource will only remit such payment as collected to the original auction Seller, and Luxysource will NOT make payment to any third party.

No Auctions of Third-Party Sellers.

Luxysource shall NOT have any obligation to any creditor of Seller or any supplier of any product to Seller which product has been placed on auction. Luxysource shall NOT have any obligation to recognize any third party who or which claims to have provided the auction product “on memo” or “on consignment” to the Seller conducting such auction. An auction bidder may NOT assign the rights to a winning bid - either before or after completion of the auction - to any third party, and neither Luxysource nor any Seller is obligated to recognize any person or entity other than the registered winning bidder or to accept payment from anyone other than the registered winning bidder. Auction Sellers on the Luxysource platform must have a valid LVA in effect and must be bona fide sellers of their own auction products. Luxysource will not recognize or permit any persons or entities to auction products of third-party sellers or to act as auctioneers themselves.

Sale of “Lots” at Auction.

Auction Sellers may put up for auction a “Lot” consisting of more than one item. As such, the Seller must sell, and the winning bidder must purchase, ALL items in the Lot, and there will not be any selling or bidding on individual items within the Lot. If the Seller wants to auction multiple Lots, then each Lot is a separate auction, a separate sale, and a separate bidding process, in accordance with Section 2-382(1) of the New York Uniform Commercial Code.

Special Privacy Rules for Auction Process.

In addition to the general Luxysource Privacy Rules available on the Luxysource website, the following special privacy rules will apply to auctions conducted on the Luxysource platform:

1. Seller and Bidders can register “User Names” which will be displayed during the bidding process, rather than their own personal or company names. A Seller can have only one registered User Name and a Bidder can have only one registered User name. The actual names of Sellers and Bidders will be revealed to each other if an auction is completed with a winning bidder; Buyer’s address and contact information for delivery of the products will of necessity be revealed to Seller.; and Seller’s address and contact information will be revealed to Buyer as Seller is responsible as the direct commercial seller of the product to Buyer.
2. During the bidding process, only the registered User Names will be displayed, not the actual personal or company names of Sellers and Bidders.
3. Since the payment process is handled by Luxysource, the Buyer’s credit card or other payment information will be maintained in strict confidence by Luxysource.
4. When an Auction Seller initiates an auction, the Seller has authorized Luxysource to display the product information supplied by Seller on the Luxysource Platform as well as the details of the auction such as start and end time and reserve price.
5. The winning bidder User Name and winning bid price will be displayed on the Luxysource Platform.
6. Once the auction end time has been reached, the details of the auction (winning bidder and bid price, or fail to achieve reserve, or abandoned, etc.) will be displayed for 48 hours.
7. Luxysource shall utilize Seller and Bidder information solely for implementing the auction process on the Luxysource platform. Luxysource may however maintain and display statistics or aggregation of information regarding Luxysource auctions; these will not include any personally identifiable information, except upon written consent.

BIDDERS CREDIT CARD OR OTHER ELECTRONIC PAYMENT AUTHORIZATION TO BE PROMPTED HERE:

The undersigned does hereby apply to register as a bidder to participate in Luxysource Auctions, subject to the terms and conditions of the Luxysource Auctions and acknowledges and agrees to the following.

1. The undersigned has reviewed the terms and conditions of Luxysource Auctions which are on the Luxysource website and are incorporated by reference herein and agrees to comply with all such terms and conditions.
2. Luxysource reserves the right to refuse registering any bidder for participation in Luxysource Auctions or to terminate any bidder’s registration, in its sole discretion. Luxysource shall notify applicants by email when and if the registration has been accepted.
3. Luxysource Auction Sellers may designate and limit the participants in such Seller’s auctions to (x) bidders specifically invited by that Seller, (y) Luxysource vendors who have executed a Luxysource Vendor Agreement (LVA), or (z) all registered bidders for Luxysource Auctions. Accordingly, the undersigned, even if registered, may NOT be able to participate and bid on all Luxysource auctions.
4. The auction Seller is the direct seller of Products to the winning bidders and the auction Seller shall have and retain all responsibility as a seller of goods under applicable commercial law, including without limitation, any express or implied warranties imposed by law or provided by Seller. Luxysource does not take title to such Products, does not provide any warranties, endorsements or assurances as to such Products and has no responsibility therefore, and Luxysource disclaims all warranties whatsoever relating to such Products.
5. When a bidder wins the auction with the parameters established by the Seller (such as a minimum bid, reserve price, start and end time), a legal contract is created between Seller and such bidder, requiring Seller to deliver the products listed to bidder and bidder to pay Seller the winning bid price. This is a direct contract between seller and the winning bidder and Luxysource is not a party thereto.
6. Bidder must provide credit card or PayPal authorization, or other method of immediately available funds, to pay the winning price at any Luxysource auction.
7. Bidder must bid on their own behalf. Rights to winning bids can NOT be assigned. Neither Luxysource nor any Seller shall recognize or accept payment from third parties.
8. Only one registration will be permitted per bidder to participate in Luxysource auctions. Multiple registrations under fake names are prohibited.
9. All sales by auction are final.