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Consignment Seller Agreement

THE PRO’S CLOSET

CONSIGNMENT SELLER AGREEMENT

Last Updated: January 15, 2025

This agreement (“Agreement”) is made between TPC Ops LLC, 1580 N LOGAN ST STE 660. Denver CO, 80203 (“TPC”) and the undersigned Seller (“Seller”) on the date indicated below.

TPC manages an online system (“System”) to market and sell sports merchandise to third-party consumers (“Buyers”). Seller desires that TPC use the System to sell Seller’s property (“Merchandise”). Seller’s Merchandise is described in one or more documents (“Merchandise Receipt”) which are incorporated by reference into this Agreement.

1. Services. Seller authorizes TPC to perform the following services (“Services”) in accordance to the terms of this Agreement:

a. List and sell the Merchandise on the System,

b. Recondition Merchandise to Certified Pre-Owned standard,

c. Determine in its sole discretion the list price of the Merchandise,

d. Collect payment from and deliver the Merchandise to the Buyer, and

e. Distribute the balance of Buyer’s payment to Seller, after deducting applicable fees.

2. Seller’s Description and Warranty of Merchandise. Seller will provide TPC a written description of each item or group of items of Merchandise it wishes sold under this Agreement in the form of a Merchandise Receipt, completed at or near the time Seller delivers the Merchandise to TPC. In all cases, Seller warrants:

a. Seller’s description of the Merchandise is accurate and complete.

b. Seller has the legal right to authorize TPC to list and sell the Merchandise on Seller’s behalf and TPC provision of Services will not breach Seller’s contractual obligations to any third-party.

c. Merchandise is not stolen, counterfeit, fraudulently obtained, or subject to any dispute or claim as to its ownership or authenticity.

d. Merchandise or its sale will not violate any law, statute, ordinance, or regulation and is not defamatory, libelous, unlawfully threatening or harassing, nor infringing on another party’s intellectual property rights.

e. The Merchandise is not obscene and does not contain content inappropriate to Buyers or other users of the System under the age of 18.

3. Seller’s Indemnification of TPC. Seller shall indemnify TPC, its owners, officers, employees, and agents against liability, including costs, for any suit or action brought against TPC by a third-party as a direct or indirect result of the Seller’s breach of any of the warranties listed in Sec. 2 of this Agreement.

4. Title and Risk of Loss. Risk of Loss of Seller’s Merchandise shall pass to TPC upon TPC’s initial inspection and acceptance of the Merchandise after it arrives at the TPC warehouse. Seller shall receive an email confirmation when the Merchandise has passed the initial inspection. Title to Merchandise shall remain with Seller until it passes to Buyer at time of shipment.

5. Payment to Seller. TPC shall remit payment to Seller according to the pricing schedule detailed in their offer within four (4) days of completion of the sale of the Merchandise.

6. Breach. TPC, at its sole discretion, may remove or deactivate Seller’s Merchandise listing on the System and suspend or refuse to provide any or all Services in the event of Seller’s breach of any term in this Agreement or if TPC:

a. is unable to verify the information provided on the Merchandise Receipt,

b. believes that Merchandise may cause financial loss or legal liability for the buyer or TPC, or

c. suspects that Seller may be involved in fraudulent or illegal activity concerning the Merchandise or TPC.

7. Waiver of Consequential Damages. IN NO EVENT WILL TPC BE LIABLE TO SELLER FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF SERVICES PROVIDED UNDER THIS AGREEMENT OR ITS TERMINATION, REGARDLESS OF THE FORM OF ACTION (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER TPC HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

8. Termination and Survival of Certain Terms. The term of this Agreement begins on the date of execution and continues until terminated by either party (“Termination”). Seller shall remain bound by the terms and conditions of Sec. 2, 3, 7, 9 and 10 indefinitely, irrespective of Termination by either party. TPC may terminate the Agreement to Seller, for any reason, at any time. Seller may also terminate the Agreement for any reason before the Merchandise is sold, but will be required to pay a Merchandise return fee determined by TPC and set forth in the original offer.

9. Disputes. The parties agree that any litigation related to any dispute over the validity, interpretation, construction, or performance of this Agreement shall be brought and prosecuted exclusively in the District Court of the Twentieth Judicial District of the State of Colorado, in or for the County of Boulder, with venue in Boulder, Colorado.

10. Entire Agreement. The terms and conditions contained in this Agreement constitute the entire agreement between the parties and apply notwithstanding any different or additional terms and conditions submitted or proposed by the Seller. Neither party shall be bound by any other promises, nor any different or additional terms and conditions, except as incorporated by reference by separately executed Merchandise Receipts pursuant to this Agreement.

11. Modification. TPC may modify this Agreement for any reason at any time that Services are not being provided for Seller. Any modification will result in an addendum which will be signed and dated by both parties before TPC will provide any further Services to Seller.

12. Notice. Any notice to be given to Seller hereunder shall be in writing and shall be deemed duly given and received when delivered personally; on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; one business day after being deposited for next-day delivery with a nationally recognized overnight delivery service; or three business days after being mailed by first-class mail, charges and postage prepaid, addressed to Seller at the mailing address for Seller listed on Merchandise Receipt for the Unsold Merchandise, or such other address as shall have been designated in accordance with this Section.

13. Counterpart Execution; Facsimile Execution. This Agreement may be executed in any number of counterparts with the same effect as if all of the parties had signed the same document. Such executions may be transmitted to TPC and/or the Seller by facsimile or other electronic transmission and such facsimile or other electronic execution shall have the full force and effect of an original signature. All fully executed counterparts, whether original executions or facsimile executions, electronic executions or a combination of the foregoing, shall be construed together and shall constitute one and the same agreement.