Terms of Service


Welcome to TRUNKSHOW!
 

These Terms of Service govern our use of your content on the TRUNKSHOW app and provide information about the TRUNKSHOW Service outlined below. On the day when you fill out the form (“Effective Date”) on the trunkshow.app website, and join TRUNKSHOW as a representative of your organization, you agree to these terms on behalf of your organization.
 

The TRUNKSHOW Service is one of the Products, provided to you by DanJi Co. These Terms of Use therefore constitute an agreement between your organization (“Your Organization”) and DanJi Co (“TRUNKSHOW”) (each a “Party” and collective the “Parties”).


The TRUNKSHOW Service

We agree to provide Your Organization with the TRUNKSHOW Service for products produced by Your Organization (“Your Products”). The Service includes all of the TRUNKSHOW products, features, applications, services, technologies, and software that we provide. “Your Product” is defined as any clothing, bags, shoes, accessories and other artwork and apparel items designed by Your Organization and provided to TRUNKSHOW.

The Service is made up of the following aspects (the Service):


a) Content Placement Services. Beginning on the Effective Date, TRUNKSHOW will provide Content Placement Services and place runway photos, lookbook photos, product photos (collectively “Collection Photo Content”) about your new collection releases that you have provided to us via our website trunkshow.app or sent via email to designer@trunkshow.app, or that we have produced ourselves from sample pieces by attending photoshoots, presentations, runway events. “Collection Photo Content” is defined as digital photo files that illustrate Your Product from a new collection presented on a model (look book), on a model during the runway event (runway photo), or on an invisible mannequin (product photo).

b) Photography Services. Beginning on the Effective Date, TRUNKSHOW may provide the photography services (collectively, “Photography Services”) to Your Organization at our discretion.   

c)  
Reseller Services. Beginning on the Effective Date, TRUNKSHOW will promote and sell Your Products to private consumers (collectively, “Reseller Services”) through TRUNKSHOW’s mobile and web-based commerce platform (“TRUNKSHOW Platform”), as well as TRUNKSHOW partners’ third party commerce platforms (“Third Party Platform”). Reseller Services are provided for Your Products that you made available to us by submitting Collection Photo Content and product information, fabric composition, pricing (collectively “Product Information”) through the website form or via email designer@trunkshow.app. TRUNKSHOW shall pay Your Organization the fees as set forth below:

  • Reseller Services Fee. TRUNKSHOW will pay Your Organization 77% of the collected amount from selling Your Product (i) through the TRUNKSHOW Platform or Third Party Platform to TRUNKSHOW Customers and (ii) fulfilled by Your Organization  (“Reseller Services Fee”).

  • Product Information and Pricing. Your organization will provide the Product Information (Product Name, Product Weight, Fabric Composition, Wholesale price, Suggested Markup / Retail Price,  Available Quantity, Orders End Date, Orders Start Date, Available for Delivery Date) for each of Your Product no later than ten (10) business days prior to products becoming available for pre-order on the TRUNKSHOW Platform (“Preorder Dates”). We will sell your products for the retail price provided in Product Information. All Your Product pricing shall be quoted in U.S. Dollars. Unless otherwise agreed by the parties in writing, 30% payment shall be made by TRUNKSHOW in advance of Order Fulfillment.

  • Preorder Dates. Your Products will be available for sale on the TRUNKSHOW Platform per the Order Period specified in Product Informaton, subject to change by mutual agreement in writing (email will suffice).

  • Orders. TRUNKSHOW will transmit, via email or automated electronic messages from the TRUNKSHOW Platform, all Orders to Your Organization, which Orders shall not be subject to otherwise acceptance, provided Orders are transmitted within the Order Period as specified in Product Information. Each Order submitted shall constitute an offer by TRUNKSHOW to purchase Your Product described in such Orders and shall give rise to a contractual obligation of TRUNKSHOW to purchase  Your Product and Your Organization to manufacture and fulfill the Order on the terms and conditions set forth in this Agreement.

  • Manufacturing. Your Organization will manufacture Your Products according to the Orders. Your Organization will manufacture Your Products identically to Your Products provided in Collection Photo Content and as described in Product Information. Your Organization will ensure Your Products are available to ship to TRUNKSHOW Customers by the Available for Delivery Date as specified in Product Information.

  • Fulfillment. Your Organization will make all Your Products available for pick up within five (5) business days of the Available for Delivery Date at the address provided during registration. If the address has changed, Your Organization should inform us 30 days prior to Delivery Date during order fulfillment.

  • Limited Quantity. Parties agree that the total quantity for each of Your Products (“Available Quantity”) that Your Organization can accept from Orders will be specified in Product Information prior to the TRUNKSHOW Date. In the event Your Organization changes the Available Quantity during the period Your Product is available for sale on the TRUNKSHOW Platform (“New Available Quantity”), Your Organization will notify TRUNKSHOW about changes via email immediately. If TRUNKSHOW has received Orders for the Vendor Product that exceed the New Available Quantity (as a result of a reduction of the Available Quantity during the TRUNKSHOW Date), and if Your Organization is unable to fulfill Orders within five (5) days of the Available for Delivery Date, Your Organization will pay all costs in regards to settlement with TRUNKSHOW Customers.

  • Cancellation. All expenses arising out of a change or cancellation of an order until the Preorder Dates and after acceptance by Your Organization shall be paid by Your Organization.

  • No Guarantee. Parties agree TRUNKSHOW has no control and cannot influence the amount of orders. Neither party is liable if few or no orders were placed.

The Data Policy

Providing our Service requires collecting and using your information. The Data Policy explains how we collect, use, and share information across the DanJi Co Products. You must agree to the Data Policy to join TRUNKSHOW.

 

Your Commitments


In return for our commitment to provide the Service, we require you to make the below commitments to us. We want our Service to be as open and inclusive as possible, but we also want it to be safe, secure, and in accordance with the law. So, we need you to commit to a few restrictions in order to be part of the TRUNKSHOW app.

Representations and Warranties. By filling out the form and providing information about your organization you represent and warrant:

  • that you are employed by this organization and have the right to execute, perform and deliver this Agreement.

  • that organization you represent is duly incorporated or organized, validly existing and in good standing under the laws of its state of organization and has the full power and authority to execute, deliver and perform this Agreement

  • this Agreement has been duly and validly executed and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.  

  • that your organization owns or has license to provide all Vendor Products to TRUNKSHOW to provide Services


Your Organization Obligations. In support of the Services offered herein, You shall:

  • Act with diligence, devoting reasonable time and effort to fulfill the duties described herein;

  • Promptly respond to all communications from TRUNKSHOW to You in support of the Services;

  • Maintain reasonable, technical and practical knowledge with regard to the Your Products;

  • Provide TRUNKSHOW with detail and truthful information about Your Products (composition, care information) in TRUNKSHOW specified format (“Product Information”);

  • Provide TRUNKSHOW with Collection Photo Content before official collection release for buyers.

  • Provide TRUNKSHOW with Your Organization Trademark assets (digital files with logo);

  • Inform TRUNKSHOW thirty (30) days’ notice about the new collection launch and amend, as needed, by mutual agreement.

  • Provide accurate information in Product Information, as reasonably required by TRUNKSHOW.

  • Provide permits and other authorizations, including all approvals as are required to qualify the Vendor Products for sale and use in the Territory.

  • Assist in producing photo content by providing access to Your Products samples in timely manner per our request.


Permissions You Give to Us. As part of our agreement, you also give us permissions that we need to provide the Service.

When Your Organization provide us Collection Photo Content, we do not claim ownership of your content, but Your Organization grants a license to use it. Nothing is changing about your rights in your content. We do not claim ownership of your content that you provide us to/or post on or through the Service. Instead, when you share, post or upload content that is covered by intellectual property rights (like photos or videos) on or in connection with our Service, you hereby grant to us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content. You can end this license anytime by terminating this agreement with us. However, content will continue to appear if users shared it with others or saved and they have not deleted it. To learn more about how we use information, and how to control or delete your content, review the Data Policy.

When you agree to our Resale Partnership terms, You Organizations grants TRUNKSHOW a worldwide, sublicensable, non-exclusive, non-transferable license to a) market, promote, offer for sale, and sell Your Products through our Reseller Services in any country TRUNKSHOW has a legal entity to conduct business, subject to applicable laws and export regulations (“Territory”) and b) to use the Your Organization Trademarks as necessary to market and offer for sale the Your Products within the Territory. Your Organization is the sole and exclusive owner to all rights, title and interest in trademarks created and registered by (“Your Organization Trademarks”) which the TRUNKSHOW may utilize solely in performing the Services. Together, Your Organization Trademarks and Your Organization Products are “Your Organization Property”.

Infringement by Third Parties.  Your Organization will reasonably cooperate with and assist TRUNKSHOW in its efforts to protect its intellectual property rights within the Territory and shall exercise reasonable diligence to detect and shall immediately advise TRUNKSHOW if Your Organization has knowledge of any infringement of any patents, trademarks, copyrights or other intellectual property rights owned or used by TRUNKSHOW.

You agree that we can download and install updates to the Service



Additional Rights We Retain


If you provide us with content covered by intellectual property rights that we have and make available in our Service (for example, images, designs, videos, or sounds we provide that you add to content you create or share), we retain all rights to our content (but not yours).

You can only use our intellectual property and trademarks or similar marks as expressly permitted by our Brand Guidelines or with our prior written permission.

You must obtain written permission from us or under an open source license to modify, create derivative works of, decompile, or otherwise attempt to extract source code from us.



Content Removal and Terminating This Agreement

The terms of this Agreement shall commence on the Effective Date and shall continue in full force and effect, unless earlier terminated as specified. Either party may terminate this Agreement in the event of (a) a material breach by the other party of any term or condition of this Agreement if the breaching party fails to cure such breach within thirty (30) days (ten (10) days for payment breaches) after receiving written notice of the breach; (b) a filing by the other party for protection under any bankruptcy law, state or federal, however defined, or the filing against the other party of an involuntary petition in bankruptcy or other involuntary proceeding relating to the party’s insolvency, receivership, liquidation or composition or assignment for the benefit of creditors.

 We can remove any content or information you share with us on the Service if we believe that it violates these Terms of Service, our policies, or we are permitted or required to do so by law. We can refuse to provide or stop providing all or part of the Service to you (including terminating this agreement) immediately to protect our services, or if you create risk or legal exposure for us, violate these Terms of Services or our policies if you repeatedly infringe other people's intellectual property rights, or where we are permitted or required to do so by law. If you believe your agreement has been terminated in error, reach out to us at designer@trunkshow.app

Content you ask us to delete may persist for a limited period of time in backup copies or will still be visible where others have shared it or saved it.

Our Agreement and What Happens if We Disagree


Our Agreement.
 

  • Fees, Payment, Invoicing. TRUNKSHOW shall pay to Vendor the Reseller Services Fees (“Your Organization Fees”). All Your Organization Fees are in U.S. dollars and will be invoiced by Your Organization on a monthly basis commencing on the Effective Date. Fees must be paid in U.S. dollars via wire transfer of immediately available funds made payable to Your Organization and to the account or accounts designated by Your Organization. Invoices are due upon receipt and payments of the undisputed portion of any invoice is late if not made within thirty (30) days after receipt of the invoice. Interest and late fees for nonpayment or incomplete payments will commence thirty (30) days after the invoice date. Provision of Services is expressly conditioned on the payment of all fees and, for the avoidance of doubt, a late payment is a material breach.
     

  • Taxes, Etc. TRUNKSHOW shall be solely responsible for collecting and paying any applicable sales taxes for each Order.
     

  • TRUNKSHOW Ownership and Rights. TRUNKSHOW is the sole and exclusive owner to all rights, titles, and interest in (a) trademarks created and registered by TRUNKSHOW (“TRUNKSHOW Trademarks”), (b) all TRUNKSHOW Photography created during the performance of the Photography Services, (c) underlying processes, software, trade secrets, trademarks, patents, or any other intellectual property or proprietary rights owned by TRUNKSHOW (together with TRUNKSHOW Trademarks and TRUNKSHOW Photography, the “TRUNKSHOW Property”).
     

  • Reservation of Rights. We reserve all rights not expressly granted to you.
     

  • Publicity. Neither we nor Your Organization may make any public statement about the other Party or activities concerning the Parties’ relationship arising out of this Agreement, including with respect to any press, advertisements or publicity without the prior written consent of the other Party.
     

  • Confidentiality. Each recipient of Confidential Information under this Agreement shall: (i) use and copy the Confidential Information as permitted herein; (ii) hold the Confidential Information in strict confidence; and (iii) protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as the recipient protects and safeguards its own confidential information (not less than a reasonable degree of care). The recipient may disclose that portion of the Confidential Information which, in the judgment of its counsel, the recipient is required to disclose by law, by regulation, or pursuant to the order or requirement of a court, administrative agency or other governmental body with proper jurisdiction; provided that the recipient notifies the disclosing party a reasonable time prior to making such disclosure and cooperates with the disclosing party’s efforts to seek a protective order or otherwise prevent or restrict such disclosure. “Confidential Information” means all information disclosed by one party to the other that is designated, at the time of disclosure, as confidential or that is of a nature that would reasonably be considered confidential, and does not include information that the recipient can show: (a) is known publicly through no breach of this Agreement; (b) was in its possession free of any obligation of confidence at the time of disclosure; (c) was received from a third party free to disclose such information without restriction; or (d) was independently developed without using or referring to the information of the disclosing party or breaching this Agreement. Your Organization will notify TRUNKSHOW if it inadvertently receives data not intended, as reasonably determinable, for Your Organization, and will cooperate with TRUNKSHOW in every reasonable way to return or destroy such data.
     

  • Independent Contractors. The Parties are independent contractors with respect to each other and nothing contained in, or in the performance of, this Agreement, shall be construed as creating an employment, agency, joint venture or partnership relationship between the Parties and under no circumstances shall any of the employees of a Party be deemed to be employees of the other Party.
     

  • Waiver. Any amendment or waiver to our agreement must be in writing and signed by us. If we fail to enforce any aspect of this agreement, it will not be a waiver.
     

  • Notices. All notices, requests and other communications relating to this Agreement shall be in writing and deemed delivered at the time of receipt if delivered by hand, or on the date of transmission if communicated by electronic transmission, or if mailed, sent via nationally recognized overnight courier service with delivery confirmed in writing. Notices via electronic transmission to TRUNKSHOW shall be sent to designers@trunkshow.app.  Notices via electronic transmission to Your Organization shall be sent to email provided during registration.
     

  • Complete Agreement. This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, letters of intent, covenants, arrangements, communications, representations, or warranties, whether oral or written, by any officer, employee, or representative of either Party relating thereto. 
     


Who Has Rights Under this Agreement.

  • This agreement does not give rights to any third parties.
     

  • You cannot transfer your rights or obligations under this agreement without our consent.
     

  • Our rights and obligations can be assigned to others. For example, this could occur if our ownership changes (as in a merger, acquisition, or sale of assets) or by law.

     


Who Is Responsible if Something Happens.
 

  • Our Services are provided “as is” and without any express or implied representations or warranties regarding accuracy, operability, availability, use, quantity, title, merchantability or fitness for a particular purpose; and (b) TRUNKSHOW hereby disclaims all representations and warranties of any kind regarding the Services, express or implied, in connection with this Agreement, including any warranties of merchantability, fitness for a particular purpose, title or non-infringement or that Services will produce any results, financial or otherwise or meet particular quality or performance requirements.  NEITHER PARTY, NOR ITS REPRESENTATIVES IS LIABLE FOR ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUE OR PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE, BUT EXCLUDING FEES PAYABLE UNDER THIS AGREEMENT) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, EACH PARTY’S AND ITS REPRESENTATIVES’ ENTIRE LIABILITY FOR ALL DAMAGES OR OTHER AMOUNTS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE IS LIMITED TO THE CUMULATIVE FEES ACTUALLY RECEIVED BY EACH PARTY FROM THE OTHER PARTY UNDER THIS AGREEMENT (LESS ANY REFUNDS AND CREDITS) DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
     

  • You agree to defend (at our request), indemnify and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with these Terms or your use of the Service. You will cooperate as required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.
     

  • Neither Party shall be responsible for any failure to perform its obligations under this Agreement if such failure is caused by events or conditions beyond that Party’s reasonable control including, without limitation, acts of God, any governmental body or failure of software or equipment of third parties.
     


How We Will Handle Disputes.
 

  • Except as provided below, you and we agree that any cause of action, legal claim, or dispute between you and us arising out of or related to these Terms or TRUNKHSOW ("claim(s)") must be resolved by arbitration on an individual basis. Class actions and class arbitrations are not permitted; you and we may bring a claim only on your own behalf and cannot seek relief that would affect other TRUNKHSOW users. If there is a final judicial determination that any particular claim (or a request for particular relief) cannot be arbitrated in accordance with this provision's limitations, then only that claim (or only that request for relief) may be brought in court. All other claims (or requests for relief) remain subject to this provision.
     

  • Instead of using arbitration, you or we can bring claims in your local "small claims" court, if the rules of that court will allow it. If you don't bring your claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), then the claims must be resolved by binding, individual arbitration. The American Arbitration Association will administer all arbitrations under its Consumer Arbitration Rules. You and we expressly waive a trial by jury.
     

  • The following claims don't have to be arbitrated and may be brought in court: disputes related to intellectual property (like copyrights and trademarks), violations of our Platform Policy, or efforts to interfere with the Service or engage with the Service in unauthorized ways (for example, automated ways). In addition, issues relating to the scope and enforceability of the arbitration provision are for a court to decide.
     

  • This arbitration provision is governed by the Federal Arbitration Act.
     

  • You can opt out of this provision within 30 days of the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your TRUNKSHOW account, and a clear statement that you want to opt out of this arbitration agreement, and you must send them here: DanJi Co. ATTN: TRUNKSHOW Arbitration Opt-out, 1317 Fairfield Ct Wheeling IL 60090.

  • Before you commence arbitration of a claim, you must provide us with a written Notice of Dispute that includes your name, residence address, username, email address or phone number you use for your TRUNKSHOW account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute you send to us should be mailed to DanJi Co. ATTN: TRUNKSHOW Arbitration Opt-out, 1317 Fairfield Ct Wheeling IL 60090.

  • Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your TRUNKSHOW account, or other appropriate means. If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration.
     

  • We will pay all arbitration filing fees, administration and hearing costs, and arbitrator fees for any arbitration we bring or if your claims seek less than $75,000 and you timely provided us with a Notice of Dispute. For all other claims, the costs and fees of arbitration shall be allocated in accordance with the arbitration provider's rules, including rules regarding frivolous or improper claims.
     

  • For any claim that is not arbitrated or resolved in small claims court, you agree that it will be resolved exclusively in the U.S. District Court for Cook County, Illinois or an Illinois state court. You also agree to submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim.
     

  • The laws of the State of Illinois, to the extent not preempted by or inconsistent with federal law, will govern these Terms and any claim, without regard to conflict of law provisions.


Updating These Terms
 

We may change our Service and policies, and we may need to make changes to these Terms so that they accurately reflect our Service and policies. Unless otherwise required by law, we will notify you (for example, through our Service) before we make changes to these Terms and give you an opportunity to review them before they go into effect. Then, if you continue to use the Service, you will be bound by the updated Terms. If you do not want to agree to these or any updated Terms, you can terminate this agreement by contacting us at designers@trunkshow.app.

Revised: March 19, 2019