Terms of Service

MIINTO TERMS OF SERVICE AGREEMENT

Effective Date: May 21, 2024

This Terms of Use Agreement (“Agreement”) governs your use of the Miinto website, applications, and all other services (collectively the “Services”) offered by Miinto Trading EU A/S, a private limited company organized under the laws of the country of Denmark (“Miinto”, “we”, “us”, or “our”), including our official website (www.miinto.com) and any other website or application maintained by us (collectively the “Site”). “You” refers to you as a user of the Site.

PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement stipulates the respective rights and obligations of Miinto and you. By using the Site, you acknowledge that you agree to all the terms of this Agreement and our processing of your information in accordance with our policy. If you do not agree, please do not use or access our Site.

ARBITRATION NOTICE: Section XV(d) of this Agreement contains provisions relating to how claims between you and Miinto will be resolved. This Section XV(d) contains an arbitration agreement that will require disputes between you and Miinto to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section XV(d): (1) you may pursue claims against us only in your individual capacity and not as a member or plaintiff of a Class Action; and (2) you waive your right to seek relief in a court of law and have a jury trial on your claims.

I. General Terms

a. As noted above, you are encouraged and advised to review the entirety of this Agreement as well as the privacy policy posted on our Site (collectively “Policies”). These Policies will govern your use of our Services and visits to our Site.

b. By using the Site, you agree to be bound by and to abide by our Policies. If you do not comply with this Agreement at any time, we reserve the right, if applicable, to terminate your user account, password, or otherwise revoke your license to use our Site (or any part thereof). You agree that any termination or cancellation of your access to, or use of, the Site may be affected without prior notice. Further, you agree that we will not be liable to you or to any third party for any termination or cancellation of your access to our use of the Site.

c. The Miinto platform is an online fashion platform that works with fashion boutiques and brands in providing their clothing to Users. Miinto will take a User’s order on the platform and then, in turn, purchase the relevant products from the fashion boutiques and brands. Miinto will then deliver the products to the end user.

d. The Site is available to Users on a regular basis except when Miinto occasionally takes down the Site due to maintenance. You may only make purchases when the store is open and accessible. You hereby indemnify and hold harmless Miinto for any potential losses incurred as a result of the Site being unavailable.

e. The Miinto Platform enables connections between Users for the fulfillment of product purchases. Miinto is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of the delivery of the products, or product providers, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users, or of any ratings or reviews provided by Users with respect to each other. Miinto makes no warranties or representations about the quality of any products requested or services provided by, or the communications of or between, Users identified through the Miinto Platform, whether in public or private, via on- or off-line interactions, or otherwise howsoever.

f. MEMBERS ARE INDEPENDENT BUSINESS OWNERS. MEMBERS ARE INDEPENDENT CONTRACTORS OF CLIENTS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF Miinto UNLESS THERE IS A SIGNED AGREEMENT EXECUTED IN WRITING BY Miinto. Miinto DOES NOT PERFORM PROJECTS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM PROJECTS. BY CONNECTING PEOPLE AND BUSINESSES SEEKING SERVICES WITH SERVICE PROVIDERS, Miinto OPERATES AS AN ONLINE MARKETPLACE THAT CONNECTS CLIENTS WITH SERVICE PROVIDERS (MEMBERS) WHO WISH TO PERFORM A VARIETY OF PROJECTS.

g. USERS HEREBY ACKNOWLEDGE THAT Miinto DOES NOT SUPERVISE, SCOPE, DIRECT, CONTROL OR MONITOR A MEMBER'S WORK AND EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE PROJECTS IN ANY MANNER EXCEPT FOR WHEN REQUIRED BY THE TRANSACTION ASSURANCE PROGRAM, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICE, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.

h. NEITHER Miinto, NOR ITS PARENTS, AFFILIATES OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY REFERRED TO AS “AFFILIATES” ) IS RESPONSIBLE OR LIABLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE Miinto PLATFORM AND, TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE Miinto AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE Miinto PLATFORM.

II. Changes To Our Site and Agreement

a. Miinto reserves the right, in our sole discretion to change, modify, add to, or remove portions of the Site and the Policies at any time. It is your responsibility to periodically review this Agreement for the latest changes. Any changes to or modifications of this Agreement shall take effect once it is published on the Site in accordance with the Effective Date listed above.

b. By using the Site after we post any changes to the Policies, you agree that by using the Miinto application and/or visiting the Site after any changes to this Agreement, you agree to accept such changes. If you do not agree to such changes, you must stop using the Miinto application and visiting the Site immediately.

c. If you have any objections to the changes to this Agreement or if you are dissatisfied with Miinto, our Services, and/or the Site, you should immediately:

i. Stop using Miinto and visiting the Site; and
ii. Inform Miinto to stop providing Services to you by contacting us. You agree that once the Services are terminated, the User’s right to use the Site is terminated immediately.

III. License and Site Access

a. Miinto grants you a nonexclusive, nontransferable, fully revocable, and limited license to access and make exclusive use of the Site and the material provided herein for the sole use of the individual or entity purchasing the products on the Site, provided that you fully comply with this Agreement.

b. You agree not to download or modify the Site, or any portion of it, except with the express, written consent of Miinto.

c. This license does not include any rights of resale of the Site or its contents, any collection and use of any product descriptions or prices; any derivative use of the Site or its contents; any downloading or copying of account information for the benefit of another individual or entity; or any use of data contracting, robots, or similar data gathering and extraction tools without the express, written consent of Miinto. The Site or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express, written consent of Miinto. Any unauthorized use of our Site automatically revokes and terminates the license granted to you by Miinto.

IV. Representations and Warranties

a. Each time you use our Services and Site you hereby represent and warrant to Miinto as follows:

i. You have the capacity to enter into this Agreement by either being:

1. A natural person over the age of 13 years old (and, if between 13 and 18 years old, are using the Site with the supervision and with the consent of your parent or legal guardian, who also agrees to this Agreement) with sound mind and full legal capacity to enter into this Agreement; or

2. An agent able to enter into this Agreement on behalf of an entity that is duly registered, organized, operating, and validly existing under the laws of a legal jurisdiction where you are incorporated or otherwise organized and are in good standing in such a jurisdiction;

ii. Your use of our Site complies with the applicable laws and regulations of the legal jurisdiction in which you reside or are organized;

iii. Your use of our Site does not violate your obligations to any third party;

iv. You have the requisite capacity to use our Site and perform your corresponding obligations under this Agreement; and

v. You agree and acknowledge that any corresponding purchases or payments made to Miinto by you or your account are valid and binding on you.

b. You represent and warrant that you are using the Miinto only for your own benefit and that you are not using the Miinto on behalf of others or for the benefit of any third parties.

c. You hereby represent and warrant that your use of the Miinto will not negatively affect Miinto's reputation or cause Miinto to assume legal responsibility or other penalties, fines, and sanctions.

d. You represent and warrant that you are an who understands the fashion industry and understands the risks of doing business in the fashion industry including, without limitation, providing and receiving inadequate products.

V. User Registration and Account Information

a. At account opening and throughout your use of our Services and Site, Miinto may ask for your name, address, username, password, email address, phone number and other identifiable information (collectively “Account Information”) and may ask for copies of your identifying documentation.

b. By creating an account on our Site, you agree to provide true, accurate, current, legal, and complete information, and registration data. You agree not to create an Miinto account:

i. By using a false identity or providing false information of any kind; and/or

ii. If you have previously been removed or banned from our Site.

c. You acknowledge that you will provide timely notification to Miinto of any changes in information previously provided including, without limitation, your name, address, email address, and telephone number.

d. You agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false representations of any ort, or otherwise conceal your identity from Miinto for any purpose.

e. Failure to provide legal, true, accurate, and complete Account Information will result in termination from our Services and Site and you bearing all losses, responsibilities, and consequences associated with the false information or account.

f. You agree that you are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access to or use of your Services and/or Site account(s).

g. Miinto reserves the right to impose certain restrictions on your account and/or suspend or terminate your use of the Miinto based on the information provided by you to Miinto in accordance with Miinto’s compliance obligations and internal risk control policy; please contact Customer Service if you have any questions.

h. You agree that you, as a legal person or entity, may only register for one Miinto account, unless you have obtained express written consent from Miinto.

i. For any and all compliance purposes and/or anti-money laundering policies, Miinto reserves the right to request you provide Miinto with your identifiable information and/or financial information.

j. To access some of our Services, you will be required to enter your username and password (collectively “Login Information”) that will identify you and allow you to access our Services. Login Information and all Account Information should be secure and kept confidential at all times, and it is your responsibility to safeguard Account Information. Miinto is not responsible for any consequences and losses caused by your or any third party’s improper use of your Login Information or Account Information.

i. If you believe that your Login Information is known by any third party or that your account has been accessed by any third party, you should notify Miinto immediately.

ii. If you fail to keep your Account Information confidential which results in your Miinto account being used by others, you acknowledge and agree that you will still be liable for any loss suffered by Miinto or other users of the Miinto arising from your failure.

VI. Notice of Risk

a. You understand that providing and receiving services or purchasing or selling products online involves risk, that your provision or receipt of products or services may or may not involve risky and hazardous activities. You hereby agree to assume all risk associated with the services being provided to you or by you as a result of your participation in the Platform. While your activity diversification may help spread risk, it does not assure a profit or protect against loss. There is always the potential of losing money when individuals provide or receive products or services. You should consider your provision or receipt of products or services and risks carefully before using our Services. The price of products or services may increase or decrease based on market conditions and you may lose money. You further understand that there are risks associated with utilizing an internet-based system including, without limitation, the failure of hardware, software, materials, and internet connections as well as the risk of malicious software introductions.

b. You acknowledge that the provision or receipt of products in any way will bring potential financial, regulatory, and other risks. Before providing or receiving any products on the Site, you should confirm that you have sufficient knowledge and experience in providing fashion products. Your decision to sell or purchase any products on the Site or use our Services should be based on reasonable knowledge and experience, and/or specialist advice as you may deem necessary.

c. Miinto will not be liable to you for any loss arising out of or in connection with your use of (or inability to use) our Services and Site; nor will Miinto be liable for your use of or reliance upon any content on our Site. Miinto does not endorse any opinion or other information expressed by other users of our Services or Site, and you acknowledge that any reliance on material provided by any third party will be at your own risk. Nothing within our Services or Site should be construed as advice of any kind. You should always obtain specialist advice or do your own research before taking, or not taking, any action or inaction based on the content on our Site.

d. You understand and acknowledge that you are responsible for and bear the financial risks and consequences of:

i. Buying or selling products found on our Site;

ii. Any damage to your property or any other assets while using our Services including, without limitation, improper products or services and incorrect products or services being provided;

iii. All business decisions when purchasing or selling fashion products or otherwise using the Miinto Services.

e. You acknowledge and understand that the amount you receive or pay for purchasing or selling fashion products depends on the products at issue. As Miinto does not control product quality, we do not guarantee any level of level of quality from the products bought or sole on the Miinto platform. You hereby indemnify and hold Miinto harmless for any potential losses incurred as a result of using the Miinto platform.

f. We do not guarantee the quality of the products which may be received or provided on our Platform in any way, amount, shape, or form. You understand and agree that you do not expect that your use of the Services is continuous, without any interruption nor will Miinto be responsible for any and all losses caused by the suspension of Services in any amount, shape, or form.

g. You acknowledge and understand that you will bear all risks, financial or otherwise, related to hacking or identity theft as it relates to your Miinto account, Login Information, using our Services, and other use of our Site.

h. Miinto is not responsible for the encryption maintenance or transmission of any message, network link, and data transmitted through our Services and Site. You acknowledge that it is possible that information and data you send to Miinto or other users could be intercepted by unintended third parties.

i. You understand and agree that Miinto reserves the right to post, modify, and/or provide information related to our Services through the Site or other communication channels including, without limitation, website, emails, customer services calls and SMS. Miinto will not be responsible for any information that you provide through our Site being intercepted or otherwise received by any unintended third party.

VII. Miinto Services

a. Platform Marketplace. Miinto shall provide a marketplace to connect Users to various boutiques on the platform. Miinto shall not be held responsible for any of the products or services provided by the boutiques on the Platform Marketplace nor does Miinto endorse any of the representations or marketing materials posted by the third-parties on the Platform. The terms of the Platform Marketplace shall be provided in Section VIII.

b. Signing up to news from Miinto

i. By subscribing to the newsletter, you consent to Miinto Trading EU A/S sending you marketing materials by email, SMS and MMS relating to products marketed and sold directly by Miinto, including clothing, bags, accessories, bicycles, outdoor products, household products, kitchen and tableware, furniture, beauty, skin and hair care products, offers, sales, contests, events and other similar marketing activities. You also give consent to receive service emails about interrupted ordering processes.

ii. When signing up for the newsletter you automatically participate in our competition to win a $100 gift card. The winner is drawn randomly at the end of each month and will be contacted directly by Miinto by email. Any such competition(s) may be regulated by separate terms and conditions, which will be intimated to the participants of the competition.

iii. Inquiries will only be sent out from Miinto Trading EU A/S. You can always unsubscribe from our newsletter here or using the following link: https://www.miinto.com/unsubscribe_newsletters.php.

c. Fair Use Policy. We strive to always offer our customers the best possible experience when visiting our site. Our Fair Use Policy is a way for us to keep offering great deals by limiting behaviour that exploits our services at the expense of our other customers, our partner boutiques and our business. If our systems detect abnormal behaviour or we have reasonable suspicion of abuse, fraud, or otherwise exploitative use of services offered on Miinto, we may take action to prevent such use. Our actions may include refusal or cancellation of orders and suspension or termination of your account with Miinto. If your account has been blocked and you think we have made a mistake, then please contact our customer service team at fairuse@miinto.com. We identify abnormal and suspicious behaviour through a number of different factors relating to your interactions with the Miinto platform, including, but not limited to order history, communication with Miinto representatives, return patterns, use of the platform and more. If such behaviour is identified, we reserve the right to either temporarily or permanently prevent you from entering into transactions and/or suspend any access to your Miinto account.

VIII. Marketplace

a. General. By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

b. Fees. The fee for a product on the Miinto Platform is specified on the product page on our Site. You agree to pay all amounts due in accordance with the payment terms in effect when you purchase the product, including any applicable service, transaction, or processing fees.

c. Payment. You may purchase a product on the Miinto Platform by using a valid payment card through the applicable third-party payment processor. You must provide the third-party payment processor with valid payment information (MasterCard, Visa, or other issuer accepted by the payment processor). You acknowledge and agree that Miinto does not operate, own, or control the payment processor. Your use of your payment card is governed by your agreement with the payment processor, not these Terms. However, Miinto reserves the right to cancel your product purchase if your payment is declined or you have been previously been removed from our Site for any reason. Miinto reserves the right to amend its payment procedures at any time without notice to you.

d. Taxes. If your purchase obligates Miinto to collect a sales tax, use tax, or any other equivalent tax (“Sales Tax”) from you, Miinto will collect Sales Tax in addition to the fee for your purchase. If you have not remitted applicable Sales Tax to Miinto, you will be responsible for the payment of the Sales Tax (and any related penalties or interest) to the appropriate tax authority and you will indemnify Miinto for any liability or expense Miinto may incur in connection with the payment of Sales Taxes on your purchases. At Miinto’s request, you will provide reasonable assistance and documentation relating to the payment of Sale Taxes on your purchases from Miinto (for example, official receipts issued by the appropriate tax authority confirming that you have paid all applicable taxes).

IX. Products

a. You may buy physical goods and other merchandise at any online store provided on the Miinto Platform. Orders from the Miinto Platform may be fulfilled in whole or in party by an Miinto affiliate, by third parties, or by other service providers. All orders are subject to availability and confirmation of the order price and stock availability, and we may need to cancel your order or part of your order, if the product is either not available, or not available at the order price which is determined by the relevant Partner boutique.

b. Products that are in your basket are not reserved and can be purchased by other users. We will do our best to remove any products which have sold out at the earliest possible. As there is a delay between the time an order is placed, and the time when an order is accepted, the stock availability relating to a particular product may change. If a product you have ordered becomes out of stock after we have accepted your order, then Miinto shall not be liable for being unable to provide that product. If such a situation arises, then we will notify you as soon as possible and you will not be charged for the out of stock product.

c. You may purchase products by paying in full using an applicable third-party payment processor that we select. The purchase price and other charges applied to your order, including applicable shipping, service, transaction, and processing fees and taxes, will be displayed during checkout and on payment pages of the Site. You will be solely responsible for any fees or taxes incurred on your order after purchase. Miinto and its affiliates reserve the right to change prices for products on the Miinto Platform at any time and for any reason, including to fix potential mistakes. If the price is changed prior to your order being shippied or we discover that there has been an error in the pricing of your order, we will contact you and give you the opportunity to: (i) confirm the order at the correct price; or (ii) cancel the order and refund the amount paid. If we are unable to reach you, we will cancel the order and refund the amount paid.

d. To complete your order, it's essential to furnish the required details accurately on the checkout and payment pages, which may comprise your name, email address, phone number, and billing and shipping addresses. At any point during or after the Miinto checkout, we or the relevant third-party payment service may request further details from you to facilitate order processing or payment. Your order constitutes an offer to purchase the chosen products under this Agreement.

e. Products on the Miinto Platform are often unique, available in limited quantities, or made to order. We cannot guarantee that products offered for sale on the Site will be available when you place an order or thereafter. Miinto or any relevant third party may restrict the quantity of products you can purchase at any time, with or without prior notice, even after an order has been placed. Miinto also reserves the right to: (a) withdraw or discontinue products at any time and for any reason; and (b) alter the products offered for sale through the Miinto Platform, including their prices or specifications, and any associated descriptions, advertisements, or promotional materials, at any time, with or without prior notice. If the item(s) you ordered are unavailable when your order is processed, we will notify you via email.

f. Miinto reserves the right, at its sole discretion, to cancel or annul any order at any time and for any reason, whether in whole or in part, including instances where orders are placed by resellers, dealers, and distributors. Should we be unable to fulfill your order after it's been placed, we may offer substitute item(s) for your consideration (which are eligible for a full refund under Section IX(g) below if you're not fully satisfied). In the case of a complete order cancellation, we will either refrain from charging you or refund the entire amount you paid (inclusive of all shipping fees, taxes, and other applied charges). Should we only cancel part of your order after payment processing, we will refund the amount billed for the canceled item(s).

g. We strive to expedite the processing and shipment of your order promptly. Please note that for items requiring customization or made-to-order, shipping may take up to twenty business days or more. Shipping choices and relevant fees will be outlined on the checkout page and are contingent upon various factors such as the destination address, chosen shipping method, and quantity and nature of items in the shipment. Certain deliveries may necessitate a signature upon receipt. Should you opt for a delivery address different from the billing address linked to your payment method, please be aware that delivery to this alternative address is undertaken at your own risk.
The estimated delivery time of the product(s) will be stated in your shipping confirmation email. We will try to ensure that your order is delivered by the estimated delivery time, but there may be circumstances where delivery is delayed because of events beyond our reasonable control. If this happens, we will try to arrange for your product(s) to be delivered as soon as possible, but we will not be liable to you for any losses encountered as a result of such delay. In certain circumstances, our delivery partner may provide you with optional services when delivering your order, such as:

i. signature release: opting out of the requirement to provide a signature on delivery;
ii. leave with neighbour, reception or security: redirecting the delivery to an alternative designated receiver;
iii. reschedule delivery date: selecting a new delivery date that suits you better; and/or
iv. redirecting to a collection point: collecting your package from a collection point nearby.

By selecting any of these services, including through any default preferences you may have selected with our delivery partner separately, you acknowledge and agree that Miinto shall bear no responsibility or liability for any loss or damage that may result from delivering your order in that way.

We do not deliver to Hawaii, Alaska and United States territories (American Samoa, Guam, Northern Marianna Islands, Puerto Rico and U.S. Virgin Islands)

h. At Miinto, your satisfaction with your purchase from our store is paramount. Should your unworn, unwashed, and unused order fail to meet your expectations, or if it was lost or damaged during transit, please inform us within the 14-day return window. At our discretion, we may offer you a choice from the following options: (i) a replacement for the ordered item(s); (ii) suitable substitute item(s) for your consideration; (iii) store credits for future Miinto purchases; or (iv) a full refund of the purchase price for returned item(s). To facilitate your request, we may request photographic or other evidence of the received item(s). While not mandatory in every case, we reserve the right to request the return of the original item(s) at your expense (and, if applicable, in their original, unworn, unwashed, unused, and undamaged condition) before processing your request.
To make use of your return period, the products must be unworn, without damage and unused

- Must be returned with all tags incl. any Miinto tags attached in its original position
- When provided, branded boxes, dust bags and documents, must be placed in the box with the item returned
- When trying on footwear, it is recommended to try on soft surfaces to avoid marks on the soles, and please avoid damaging the branded shoe box
- Lingerie and swimwear must only be tried on over your own clothing. Return of products that are worn or soiled will not be accepted.
- All returns must be packaged inside protective packaging, branded packaging eg. boxes and bags may not be used as packaging material for shipping.

Please treat the products with care when trying them on, and return them in the same condition you received them. After you receive your products, you may only handle the products in a way that makes it possible to determine their nature, characteristics and the way they work. If the product has been used beyond what is described above, we consider it to be used, which means that if you return your purchase, you may only be refunded part or none of the purchase sum, depending on the product’s commercial value.

X. Restrictions and Obligations

a. You shall not use our Site or Services to engage in any activities that violate applicable laws and regulations in the jurisdiction in which you or any relevant party may live.

b. You acknowledge and agree you will not use the Miinto Site or Services to:

i. Support, incite or participate in any terrorist activities or the like;

ii. Participate in any money laundering activities or other criminal enterprise;

iii. Fabricate or distort facts, spread rumors, or otherwise disrupt social order;

iv. Promote or produce obscene, violent and/or terrorist content or the like;

v. Violate or infringe upon the legal or other rights and interests of third parties;

vi. Parties in any and all other activities that violate applicable laws and regulations in the jurisdiction in which you or any other relevant party may live.

c. You shall not attempt to illegally access, decode, or otherwise use any other illegal methods to gain unauthorized access to Miinto and/or our Site and Services.

d. You shall not violate any of the security mechanisms or authentication measures utilized by or linked to Miinto. You shall not probe, scan, or otherwise test for any network weaknesses of Miinto, nor launch any form of attack against it.

e. You agree that you shall fully assume the relevant tax obligations arising from the use of the Miinto.

f. You agree to contact Miinto immediately if you find or suspect any fraud or misconduct by any third party using the Miinto Site or Services.

g. Unless obtained prior written consent from Miinto, you may not register multiple accounts on the Site on your own volition under any circumstances.

h. You should not engage or otherwise participate in any activities that are intended or have any possibility of affecting the security of Miinto, our users, our Site, and our Services.

i. You shall neither engage in any activities in the name of Miinto nor use the information or other data found on the Site without prior written authorization from Miinto. You shall not, under any circumstance, sell, rent, or maliciously modify the Miinto Site, Services, or purchasing system unless provided explicit consent in writing from Miinto.

j. Before using the Miinto Site and Service, you must confirm, on your own, your use of the Miinto is legal in your country or region. All legal risks and liabilities caused by or arising from the fact that it is illegal to use the Miinto shall be entirely born by you. Please do not use our Site or Services if doing so would violate any law, regulation, or other applicable rule in your jurisdiction.

k. If the User violates any provisions of this Section X, Miinto shall have the right to immediately suspend or terminate the service provided to the User, and Miinto shall have the right to take all necessary legal means within the scope permitted by the applicable laws and regulations to redress such a violation of this Section X.

XI. Purchase Agreement

a. You acknowledge and agree that a legally binding contract with another User (the “Purchase Agreement ” ) is formed when you and that User agree to the terms of a purchase on the Site. The terms of the Purchase Agreement include the terms set forth in this Section XI, the engagement terms proposed and accepted on the Miinto Platform, and any other contractual terms accepted by both the buyer and seller to the extent that terms of the Purchase Agreement do not conflict with the terms in this Agreement, including this Section XI, and do not expand Miinto’s obligations or restrict Miinto’s rights under this Agreement. Miinto is not a party to any Purchase Agreement and the formation of a Purchase Agreement will not, under any circumstances, create an employment or other service relationship between Miinto and you. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Miinto.

XII. Liability for Breach of this Agreement or a Purchase Agreement

a. For any violation of this Agreement or a Purchase Agreement by you, Miinto has the right to immediately suspend or terminate the provision of services to you and take all necessary legal measures within the scope permitted by applicable laws and regulations, including, without limitation, to requiring the you to be enjoined from such activities or to compensate Miinto or any third party for related losses.

b. In the event that Miinto even remotely suspects that the your use of the Miinto Site or Services in done in an illegal, fraudulent, or other improper manner, Miinto shall have the right to suspend the provision of the Services to you until you can provide proof of compliance with this Agreement to our satisfaction.

c. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any provision of this Agreement, your permission to use our Site automatically terminates.

XIII. Disclaimers and Limitation of Liability

a. This Site is provided by Miinto on an “as is” and “as available” basis.

b. Miinto makes no representations or warranties of any kind, express or implied, as to the operation of the Site or the information, content, materials, or products on the Site. You expressly agree that your use of the Site and Services is at your sole risk.

c. To the fullest extent permissible by applicable law, Miinto disclaims all warranties, express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. Miinto does not warrant that the Site, its servers, or communications sent from Miinto are free of viruses or other harmful components.

d. Miinto will not be liable for:

i. Errors, mistakes, or inaccuracies on our Site or within our Services;

ii. Property damage, or other harm resulting from your access to our use of our Site;

iii. Any unauthorized access to or use of servers, any personal information, or user data;

iv. Any interruption of transmission to or from our Site;

v. Any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site;

vi. Any costs, expenses, losses, or damages of any kind arising from the use of the Site or Services, including, without limitation, direct, indirect, incidental, punitive, and consequential damages.

e. Certain jurisdictions’ laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

f. You understand and agree: Miinto provides you with marketplace services to connect you with fashion boutiques, Miinto does not guarantee anything related to the quality of the products purchased on the Site. Miinto will not be responsible for the loss caused to you due to delivery of improper goods and failure of the Miinto or due to failure of your service provider or products being delivered due to the use of the Miinto Site. Further, Miinto does not guarantee that using the Miinto will increase your revenue in any shape or form or allow you to make money on your purchases.

g. You hereby understand and agree under no circumstances shall Miinto be liable for the following events and the your losses due to the following events:

i. damage to your property, assets, land, materials, or projects;

ii. loss of revenue;

iii. service interruption;

iv. damage or loss of information/data;

v. the computing power is extinct or withdrawn from the market;

vi. implementation or change of laws, regulations and policy;

vii. loss caused by the User's fault or violation of this Agreement (including but not limited to providing inaccurate information to Miinto, leaking password to third parties, etc.); and/or

viii. any other events not subject to being entirely controlled by Miinto.

h. Third Party Links: Our Site may contain links to third party websites. You acknowledge and agree that:

i. The link does not indicate endorsement or affiliation with the third party website in any way, shape, or form;

ii. Miinto is not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the third party website; and

iii. You should always read the terms and conditions and privacy policy of a third party website before using it.

i. Indemnification: You agree to indemnify, defend, and hold harmless Miinto and its affiliated entities or individuals, officers, employees, directors, shareholders, agents, partners, vendors, and licensors from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, attorney’s fees and costs) of any kind or nature arising from, out of, in connection with, or relating to this Agreement or your use of our Site and/or Services. Miinto may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with use in connection with any claim.

j. THE TECHNOLOGY OF THE Miinto PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, AND NON-INFRINGEMENT. Miinto MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE Miinto PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE Miinto PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE Miinto PLATFORM, (3) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (4) EVENTS BEYOND OUR REASONABLE CONTROL.

k. Miinto does not warrant, endorse, guarantee or assume responsibility for any product advertised or offered by a third-party through the Miinto Platform or any hyperlinked website or featured in any banner or other advertising, and Miinto will not be a party to or in any way be responsible for any transaction between you and other Users, or you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, Miinto and Affiliates do not warrant that access to the Miinto Platform will be uninterrupted or that the Miinto Platform will be error-free; nor do we make any warranty as to the results that may be obtained from the use of the Miinto Platform, or as to the quality of any product, service, information or materials provided through or in connection with the use of the Miinto Platform. Miinto and Affiliates are not responsible for the conduct, whether online or offline, of any User. Miinto and Affiliates do not warrant that the Miinto Platform is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. Miinto and Affiliates will implement appropriate technical and organizational measures to ensure a level of security adapted to the risk for any personal information supplied by you.

XIV. Copyright and Intellectual Property Policy

a. Intellectual property rights of any content displayed on the Site, including but not limited to articles, pictures, news, materials, website structure, website layout, website design, unless otherwise specified, are entirely owned by Miinto or Miinto’s licensor (if any).

b. All content included on the Site, including, but not limited to, articles, text, design, graphics, logos, Site layout, design, button icons, images, audio clips, downloads, interfaces, data compilations, software, and code is the property of Miinto, its affiliates, or its content suppliers, and is protected by United States and international copyright laws.

c. The compilation of all content on this site is the exclusive property of Miinto, its affiliates, or its content suppliers, and is protected by United States and international copyright laws.

d. All software used on this site is the property of Miinto, its affiliates, or its software suppliers and is protected by United States and international copyright laws.

e. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the copyrighted works displayed or contained in the Site without the express, written consent of Company.

f. Digital Millennium Copyright Act Notice: Company respects the intellectual property rights of others, and we ask our users to do the same. In certain circumstances and in our discretion, we may terminate the rights of any user to use the Site if they infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights through our Site, please provide the following information to the “Copyright Agent” specified below:

i. Electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

ii. A description of the copyrighted work that you claim has been infringed upon;

iii. A description of where the material that you claim is infringing is located on the Site;

iv. Your address, telephone number, and e-mail address;

v. A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and or the law; and

vi. A statement by you, made under penalty of perjury that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

g. You may send any notices of copyright infringement under the Digital Millennium Copyright Act to Company’s designated agent for notice of claims of copyright infringement on the Site at customerservice@miinto.com.

h. THIS POLICY IS INTENDED TO COMPLY FULLY WITH THE REQUIREMENTS OF THE ONLINE COPYRIGHT INFRINGEMENT LIABILITY LIMITATION ACT.

XV. Miscellaneous

a. No Waiver: No delay or omission as to the exercise of any right or power accruing upon any default by you shall impair Miinto’s exercise of any right or power or shall be construed to be a waiver of any default or acquiescence therein.

b. International Compliance: This Site may be viewed internationally and may contain references to products or services not available in all countries. References to a particular product or service do not imply that Miinto intends to make such products or services available in such countries. Regardless of whether a product or service is available in your country, this Agreement is still effective as it relates to you.

c. Governing Law: This Agreement shall be governed in all respects by the laws of the country of Denmark. By visiting this Site, you agree that the laws of the country of Denmark, without regard to principles of conflict of laws, will govern this Agreement, your use of our Services and Site, and any dispute of any sort that might arise between you and Miinto or our affiliates.

d. Dispute Resolution: This section governs how any and all disputes between you and Miinto and its affiliates must be resolved.

i. Amicable Settlements: Any disputes arising out of or in connection with your visit to the Site, use of our Services, or this Agreement shall first be attempted to be resolved directly between the parties through amicable negotiations if you contact customerservice@miinto.com.

ii. Mandatory Arbitration: Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act and AAA Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this Section XV(d) shall be Denmark law. The seat of arbitration shall be Copenhagen, Denmark.

iii. Prohibitive Costs: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Miinto will pay as much of the initial administrative costs required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive.

iv. Other Enforcement: If you have violated or threatened to violate Miinto’s intellectual property rights in any manner, Miinto may seek injunctive or other appropriate relief against you in any court, and you consent to the exclusive jurisdiction and venue in such courts.

v. Final and Binding Awards: The arbitral award is final and binding on both parties and may be entered as a judgement in any court of competent jurisdiction. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems necessary. If the arbitrator does not apportion the costs or fees, the arbitration fee as well as the winning party’s legal fees and other expenses and shall be borne by the losing party.

vi. Restriction on Class Actions and other Class Proceedings: To the fullest extent permitted by applicable law, no arbitration under these terms and conditions of use shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration or otherwise.

vii. Severability: If any provision of this Dispute Resolution Section XV(d) is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder this Section XV(d) will continue in full force and effect. No waiver of any provision of this Section XV(d) will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section XV(d) will survive the termination of your relationship with Miinto.

viii. Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Provision by sending, within 30 days after first becoming subject to this Arbitration Provision, written notice of your decision to opt out to customerservice@miinto.com. Your notice must include your name and address, any usernames, each email address used to set up an Miinto account, an unequivocal statement that you want to opt out of this Arbitration Provision. The notification must include the subject line “ARBITRATION PROVISION OPT-OUT - (FULL LEGAL NAME).” You agree that if you opt out of this Arbitration Provision, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Provision has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

ix. NOTICE: This Section XV(d) limits certain rights, including the right to bring court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided by HKIA rules, and the right to certain remedies and forms of relief. Additionally, other rights that your or Miinto would have in court may not be available in arbitration.

e. Force Majeure: Under no circumstances will Miinto or any of its affiliates, officers, directors, shareholders, or employees be liable for any delay or failure in performance due in whole or in part to any and all acts beyond its control including, without limitation, war (declared or undeclared), terrorist activities, acts of sabotage, blockade, fire, lightning, acts of God, national strikes, riots, insurrections, civil commotions, quarantine restrictions, epidemics, earthquakes, floods, hurricanes, explosions and regulatory and administrative actions or delays.

f. Severability: If any of the provisions in this Agreement is deemed invalid, void, or for any reason unenforceable, that specific condition will be deemed severed and will not affect the validity and enforceability of any remaining provisions.

g. Assignment: Miinto may, at any time, assign its rights and obligations under this Agreement, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction or by operation of law.

h. Changes to this Agreement: Miinto may change the Terms of this Agreement. If we do, we will post the revised Agreement on our Site and update the Effective Date at the top of the Agreement. The revised Agreement will be effective immediately if you accept them (for example, by continuing to use our Site after the revised Agreement has been posted).

i. Contact: If you have any questions related to this Agreement or our Site, please contact us at customerservice@miinto.com.