Unearth Provision Agreement
This Agreement
This Provision Agreement shall govern and apply in all respects to the specific furniture items hereby identified in the “Collection Request” Page of the site (defined below) (each, or an “Item”) by an individual or entity that provides each such Item (the “Seller” or “you”) to Unearth Sdn. Bhd. (“Unearth” or “we”). Unearth and the Seller are individually referred to herein as a “Party” and collectively, as the “Parties”.
Seller’s Use of Unearthstore.com Website
This Agreement requires the Seller to enter certain information and make certain selections in connection with this Agreement through the Site. The Seller’s use of the Site shall be governed by that certain Unearthstore.com Website Terms of Service Agreement (“Terms of Service”), which are hereby incorporated into this Agreement. Each capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Terms of Service.
Collection of Items
It is Seller’s responsibility to provide Unearth with all material information about an Item or an Item’s Collection, regardless of whether the questions on the Site specifically ask for that information. While Unearth has done its best to ask for all of the information that is likely to be an important about an item, and if any important information about an item is not specifically requested by the Site, it is the Seller’s responsibility to proactively, and in a timely, accurate, complete fashion inform Unearth of that information.
Regardless of anything contained in this Agreement or any other agreement between Seller and Unearth, Unearth has the right to refuse to take any Item at any time, including following the inspection of such Item by Unearth during a collection. Unearth is not required to provide a reason for its decision not to take an item.
The Seller hereby grants Unearth the right to photograph or record an Item during collection, as required by Unearth’s internal inspection and collection policies.
Title to Items
Once the collection of an Item has been completed, Unearth will be considered the owner of the item, and the title to the item will be vested in Unearth. The Seller shall have no further right, title or interest in the Item, including the right to reverse the transfer and get the item back from Unearth.
Other than making our Payouts to Sellers, if and only there are credits in the Sellers Account and upon the Seller’s request, Unearth shall have no other liability whatsoever to the Seller in connection with any Item. Unearth will also have no liability to any third party in connection with an item if that liability relates to the time before Unearth took possession and ownership of the Item. Any such liability shall remain solely with the Seller.
Additional Terms and Conditions
The Seller acknowledges and agrees that Unearth has no obligation to rent or sell an Item, and Unearth does so in its sole discretion. Seller further acknowledges that Unearth has the right to dispose of an Item at any time and in whatever manner that Unearth, in its sole discretion, so decides. The Seller does not have the right to take the item back from Unearth.
Unearth will have the right in its sole discretion to determine how an Item should be transported, stored, repaired, refurbished or otherwise dealt with, and the Seller acknowledges that Unearth will have no liability to seller if as a result of Unearth’s actions, an Item is damaged, destroyed or otherwise needs to be repaired or refurbished.
Unearth will have the right to advertise, promote or market an Item in its sole discretion and in so doing may describe an Item in any manner it chooses to do so.
Unearth has the right to assign or delegate any of its rights and/or responsibilities under this Agreement to one or more affiliates and/or third parties.
Seller’s Representations, Warranties and Responsibilities
The Seller hereby covenants, represents and warrants to Unearth the following:
The Seller has the right, power and authority to enter into this Agreement and to perform this Agreement in connection with each Item provided to Unearth pursuant to this Agreement; this Agreement is enforceable against Seller in accordance with its terms; no claims, liens or actions exist or are threatened that would interfere with the Seller’s ability to fully perform under this Agreement and this Agreement is valid, legal and binding; and this Agreement does not violate and is not otherwise limited by any other agreement to which the Seller is a party.
The Seller is the owner, or the duly appointed agent of the owner, of each Item Seller transfers to Unearth, and there are no liens, mortgages, security interests or other encumbrances affecting the item in any way. If Unearth request proof of these facts, the Seller agrees it will promptly provide such proof. If the Seller fails to provide such proof promptly after it is requested by Unearth, Unearth may, at its sole option, declare this Agreement to be null and void, and of no further force or effect. If at any time, another party provides credible evidence that he, she or it and, not the Seller, was and should still be the owner of the Item, then, in addition to its indemnification obligations hereunder, the Seller shall be responsible for any and all costs and expenses involved in returning such Item to such third party (including any repair and/or refurbishment that Unearth, in its sole discretion, determines is appropriate), or if Unearth so decides, replacing such Item for such third party.
The Seller’s description of the Item that it provides through the Site is accurate and complete and includes any material defect that may not be immediately apparent to an individual inspecting the Item for a brief period of time.
While any pictures that Sellers provides of an Item may be produced in such a manner as to present the Item in a flattering light, no picture of the Item that the Seller provides to Unearth will have been edited or altered in anyway so as to obscure or alter the appearance of the Item or any part of the Item or to otherwise materially represent the Item or its conditions.
Disclaimers and Limitation of Liability
The Seller expressly agrees that the seller’s provision of an item is at the seller’s sole risk. In no event shall Unearth or its subsidiaries or affiliates, or its or their officers, directors, employees, agents or other representatives (“affiliated entities”) be liable, whether in contract, tort (including without limitation negligence) or otherwise for any indirect, special, incidental, punitive, exemplary or consequential damages, including, but not limited to, loss of data or other intangibles, income or profit, loss of or damage to property or claims of third parties, even if Unearth has been advised of the possibility of such damages, arising out of or resulting from any transaction conducted or contemplated with Unearth.
Indemnification
The Seller shall indemnify and defend Unearth against, and hold Unearth harmless from, any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities.