By password entrance to the Private Marketplace of ClearanceWorld®, you hereby consent to the storage and processing of your personal data on servers located in the United States. If you do not consent, do not enter. PLEASE READ CAREFULLY. BY USING THE CLEARANCEWORLD PRIVATE MARKETPLACE, YOU SIGNIFY YOUR ACCEPTANCE TO THESE TERMS OF USE. If you do not agree with any of the below Terms of Use, do not use the ClearanceWorld® Private Marketplace. ClearanceWorld® reserves the right, at any time, to modify, alter, or update these Terms of Use, and you agree to be bound by such modifications, alterations, or updates. Contents 1. Acceptance of Terms of Purchase 2. Definitions 3. Conditions to Sale; Payment 4. Delivery and Acceptance of Inventory products 5. “Privacy Policy” 6. Confidentiality; Ownership of Materials 7. Representations and Warranties; Indemnity 8. Warranty Disclaimer; Limitation of Liability 9. Use of Private Marketplace 10. General Provisions 1. Acceptance of Terms of Purchase 1.1. Acceptance of Terms. These Terms of Purchase are an ongoing contract between you and ClearanceWorld and apply to your use of the ClearanceWorld Private Marketplace in consideration of the mutual promises and such other good and valuable consideration. These Terms of Purchase govern your purchase of inventory from the ClearanceWorld Private Marketplace on eBay. By using, visiting, or browsing the ClearanceWorld Private Marketplace, you accept and agree to be bound by these Terms of Purchase. If you do not agree to these Terms of Purchase, you should not purchase inventory from the ClearanceWorld Private Marketplace. 1.2. Modifications to Terms. CLEARANCEWORLD reserves the right, from time to time, with or without notice to you, to change these Terms of Purchase in our sole and absolute discretion. The most current version of these Terms of Purchase can be reviewed by clicking on "Terms of Purchase" located at the bottom of the pages of the ClearanceWorld Private Marketplace. The most current version of the Terms of Purchase will supersede all previous versions. Your use of the ClearanceWorld Private Marketplace or continued purchases after changes are made mean that you agree to be bound by such changes. No purchase order or other documentation issued by you to us will alter these Terms unless signed by an authorized ClearanceWorld representative. 2. Definitions 2.1. “Buyer” or “you” shall mean the purchasing entity who purchases Inventory products from ClearanceWorld through the ClearanceWorld Private Marketplace under the terms described herein. 2.2. “Inventory products” shall mean the Inventory products of the applicable Buyer purchases through the ClearanceWorld Private Marketplace under the terms described herein. 2.3. “eBay” shall mean eBay, Inc. eBay configures and hosts the ClearanceWorld Private Marketplace on behalf of ClearanceWorld. 2.4. “Listing” shall mean the content on the ClearanceWorld Private Marketplace associated with particular Inventory products, such as the description of the Inventory products, the quantity and the price-per-unit. ClearanceWorld shall have the right to modify or correct any Listing at any time and such modification shall be binding on any purchase of Inventory products for which ClearanceWorld initiates delivery under Section 4.1 after the modification had been made. 2.5. “Promotional Content” shall mean any and all information, service or content provided by ClearanceWorld or its agents in any medium in connection with these Terms, including promotional content and Listings to be displayed on the ClearanceWorld Private Marketplace. 2.6. “ClearanceWorld”, or “we” shall mean a business to business auction site hosted by eBay. It is owned by Hanover Direct, Inc. which provides quality, branded merchandise through its subsidiaries that own and operate a portfolio of catalogs and e-commerce platforms to consumers. Auctions will include surplus merchandise and customer returns from brands including Domestications®, The Company Store®, Company Kids®, Silhouettes®, International Male®, and UnderGear®. 2.7. “Private Marketplace” shall mean the online marketplace hosted by eBay through which the Buyer may purchase Inventory products from ClearanceWorld. The Private Marketplace is found at www.clearanceworld.com. 3. Conditions to Sale; Payment 3.1. Purchase Price. In consideration for Buyer’s payment of the purchase price corresponding to the Inventory products as shown in the applicable Listing (the “Purchase Price”), ClearanceWorld hereby agrees to sell to Buyer the Inventory products that Buyer has selected through the ClearanceWorld Private Marketplace. Nothing in these Terms shall otherwise obligate either ClearanceWorld to sell or Buyer to buy Inventory products. Buyer shall be responsible for its own tax and other expenses incurred in connection with its purchase hereunder. 3.2. Payment Terms. Buyer shall submit the Purchase Price to ClearanceWorld under the payment terms that have been, or will be, separately agreed to between the parties. ClearanceWorld may revise the payment terms from time to time in its sole and absolute discretion upon notice to Buyer; provided, however, that any change to payment terms will not be effective for any then-pending sale but will only be effective for the next sale subsequent to such notice. Upon acceptance of such Purchase Price and the fulfillment of any other conditions, ClearanceWorld will sell, assign, transfer and convey to Buyer all of ClearanceWorld’s right, title and interests in and to the Inventory products and shall deliver such Inventory products to Buyer in the manner set forth in Section 4 below. 3.3. Other Conditions. ClearanceWorld shall not be obligated to complete any sale or deliver any Inventory products to Buyer unless and until Buyer has submitted to ClearanceWorld an accurate and complete resale certificate in a form acceptable to ClearanceWorld. ClearanceWorld is required to collect VIRGINIA sales tax unless a properly executed exemption certificate is provided prior to shipment of the Inventory. See FAQ’s for further detail regarding other certificates and forms. Buyer also agrees and acknowledges that ClearanceWorld may undertake a review of the credit standing of Buyer and the receipt of satisfactory results of such credit check is a condition precedent to the completion of any sale hereunder. 4. Delivery and Acceptance of Inventory products 4.1. Delivery; FOB Virginia. Upon receipt of the Purchase Price and fulfillment of the other conditions to sale described herein, buyer will arrange for pick up of inventory at the ClearanceWorld facility. Risk of loss passes to Buyer the moment the Inventory products are accepted by the designated shipping service or the moment the Inventory products leave the ClearanceWorld warehouse facility, whichever comes first. Buyer agrees to bear all costs for delivery including any shipment costs and related insurance that Buyer may choose to procure. 4.2. Acceptance. Buyer’s acceptance of the Inventory products from ClearanceWorld shall constitute an unqualified acceptance of the Inventory products and a waiver by Buyer of all claims with respect thereto except as set forth in Section 4.4. All sales are final. 4.3. Unit Variance to Offer, Actual units of merchandise may vary from the offer by plus or minus 10%. The winning bid will be adjusted up or down based on the average unit price of the winning bid. That is if the winning bid is for 10 units at $100 the average price is $10 and if the actual units are 10% short or 9 units the winning bid is adjusted to $90. 4.4. Inspection. ClearanceWorld shall mark all boxes containing Inventory products with a summary of contents and quantities contained therein. Buyer shall have 7 days from the date of shipment to inspect the shipment for any discrepancies in the stated quantity and report such discrepancy to ClearanceWorld. ClearanceWorld reserves the right to conduct an additional inspection at its own expense. ClearanceWorld will reimburse Buyer for any acknowledged underdelivery. Such reimbursement may be in the form of an offset against any payments Buyer may owe to ClearanceWorld, at ClearanceWorld’s discretion. Following such 7 day inspection period, Buyer shall no longer have the right to claim any underdelivery or reimbursement. 4.5. Further Assurances. Each party agrees that it will execute and deliver, or cause to be executed and delivered, all such other instruments, and it will take all reasonable actions, as may be necessary to transfer and convey the Inventory products to Buyer and to consummate the transactions contemplated herein. 5. “PrivacyPolicy” 5.1. Personal Information. In addition to confidential information pertaining to a party’s business as described under Section 6.1, Buyer understands that ClearanceWorld will collect and maintain certain “Personal Information” pertaining to Buyer. Personal Information means information that can be used to identify and contact you, specifically your name, postal delivery address, e-mail address and telephone number, as well as other information when such information is combined with your personal information. We see and collect your Personal Information when you voluntarily submit it to us. We will not disclose your Personal Information to third parties without first providing you with notice of intended disclosure or as otherwise set forth herein. We may supplement the Personal Information you provide with publicly available information about you such as the results of a credit check. 5.2. Use and Disclosure of Personal Information. We use Personal Information and other available information to process your registration, your orders and your payments, and to communicate with you on these and other topics. ClearanceWorld will also add to a newsletter list your e-mail address and use it to send you our own e-mails regarding select new postings of inventory products and other matters we feel might be of interest to you. If you would prefer not to receive emails regarding new postings of inventory and other matters of a promotional nature, click hereand update your personal information. We use other companies, agents or contractors to perform services on our behalf. In the course of providing such services, these other companies may have access to your Personal Information. We especially do not permit outside parties to e-mail you for promotional purposes. These companies are not permitted to use your Personal Information except for the purpose of providing the services we request of them. ClearanceWorld also reserves the right to disclose Personal Information when we reasonably believe disclosure is required by law, if we reasonably believe disclosure is necessary to establish or exercise legal rights, or in situations involving potential threats to safety. In the event that ClearanceWorld is acquired by or merged with a third party, we reserve the right, to sell or otherwise transfer the Personal Information we have collected as part of that transaction provided that such third party continues to honor our privacy policy. In addition, Buyer understands that eBay may and will have access to Personal Information pertaining to Buyer. eBay does not retain, nor is eBay granted any rights by ClearanceWorld during or after ClearanceWorld’s relationship with eBay, to market eBay goods or services in any manner to ClearanceWorld’s customers. 5.3. Storage of Personal Information; Editing and Correction. ClearanceWorld indefinitely maintains all of the information you give to us to help serve you better and to understand our business customers and their purchasing patterns over time. Any payment information that is maintained by us is masked to keep it protected in the unlikely event of unauthorized breaches of security. If at any time you would like to edit or correct any Personal Information you have given to ClearanceWorld, please do so by writing to us at custserv@ClearanceWorld.com. 5.4. Links to Other Sites. The ClearanceWorld Private Marketplace may contain links to sites operated by third parties whose policies regarding the handling of personal information may differ from ours. ClearanceWorld cannot be responsible for the information handling practices of these other sites. 5.5. Cookies and Other Technology. As you browse the ClearanceWorld Private Marketplace, cookies or other technologies, including pixel tags, may be placed on your computer's hard drive. These technologies do not personally identify users, although they do identify a user's computer. If your browser is set to not accept cookies, you may not be able to use the ClearanceWorld Private Marketplace. Information gathered from these technologies may be used, maintained or disclosed to third parties by us in our sole discretion. 5.6. Problems. If at any time you have a question or dispute concerning your visit here, your order transaction, or our compliance with this Privacy Policy, you may contact us at custserv@ClearanceWorld.com. Please provide your first and last name, business name, order number, if any, and, if you have a question about our merchandise, item number(s), and we will get back to you promptly. If we are unable to resolve your complaint to your satisfaction, you may elect to proceed to submit your complaint to an independent arbitrator to obtain an impartial assessment of your case, in writing. Any such arbitration will be deemed "conditionally binding", meaning that the decision of the arbitrator will be binding upon ClearanceWorld if you elect to accept the decision, and it will be binding upon you as well. If your dispute concerns our compliance with this Privacy Policy, and if we are unable to resolve your complaint to your satisfaction, you may elect to proceed with BBBOnLine's Privacy Policy Review Service by completing the BBBOnline complaint form. To Residents of a European Union Member Country (EU Residents) - Re: The DMA Safe Harbor Program. If you are an EU Resident, your personal data in the possession or control of ClearanceWorld is subject to the United States-European Union Safe Harbor Privacy Principles, FAQ's and other relevant EU documents (the "Safe Harbor"). Safe Harbor Privacy Principles are made available by the U.S. Department of Commerce on their website at http://www.export.gov/safeharbor/SHPRINCIPLESFINAL.htm. FAQs and other relevant Safe Harbor documents are made available by the U.S. Department of Commerce on their website at http://www.export.gov/safeharbor/SafeHarborDocuments.htm. If you are an EU Resident, in the event you are not satisfied with the resolution by ClearanceWorld of any questions or complaints you may have regarding your personal data in our possession, then you may submit your questions and complaints to the Direct Marketing Association ("DMA") Safe Harbor Enforcement Program as follows: e-mail: safeharbor@the-dma.org; mail: Safe Harbor Line, Direct Marketing Association, 1615 L Street, NW, Suite 1100, Washington, DC 20036, USA, Telecopier: 202-955-0085; Telephone: 202-861-2410 5.7. Security. The importance of security for all Personally Information associated with our Buyers and visitors is of utmost concern to us. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. As a result, while we strive to protect your Personal Information, including payment information, ClearanceWorld cannot ensure or warrant the security of any information you transmit to us, and you do so at your own risk. We also have appropriate security measures in place in our physical facilities to protect against the loss, misuse or alteration of information that is have collected from you. However, due to the open nature of the Internet, ClearanceWorld does not guarantee the absence of theft, hacker activity, electronic or non-electronic tampering, or computer crime, and we hereby disclaim responsibility and liability for stolen information. 5.8. Notice. We may change this Privacy Policy from time to time. All changes which we deem material and which affect your Personal Information are effective after we provide you with at least 30 days’ notice of the changes by posting the changes here and sending an e-mail to users who have provided us their e-mail address. Our e-mails will always remind you that you have the opportunity to inform us of your preferences, and will alert you how to inform us of your preferences by such e-mails and through this Privacy Policy. If we make any changes which have no effect upon the collection of your Personal Information (i.e., revisions to our access and access of third parties to your activities here on an anonymous basis only), then you will not receive an e-mail notification of the change. Such changes will become effective 5 days after we post the revision to our Privacy Policy. 5.9. This Section 5 shall survive each purchase transaction hereunder. 6. Confidentiality; Ownership of Materials 6.1. Confidential Information. Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other’s business that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding the Purchase Price and any particular sale are confidential to ClearanceWorld. Each party shall take every reasonable precaution to protect the confidentiality of such information. Notwithstanding the foregoing, Buyer understands that ClearanceWorld may and will have access to confidential information pertaining to Buyer. Buyer may not make any public announcement about these Terms without ClearanceWorld’s prior written approval and consent. Notwithstanding anything in this Section 6.1 to the contrary, any information (i) required by legal process to be disclosed, (ii) already in the public domain, (iii) independently developed by the recipient without the use of the other party's confidential information, or (iv) released through no action by the receiving party, will not be considered confidential information hereunder. 6.2. Ownership of Materials. All material in this Private Marketplace, including for example images, is protected by copyrights which are owned and controlled by CLEARANCEWORLD or by third parties who have licensed their material to ClearanceWorld. Material you see here may not be downloaded, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Modification of the materials or use of them for any purpose other than your own personal, non-commercial, home use is a violation of the copyrights and other property rights held by ClearanceWorld or affiliated companies. The use of any such material, without express written permission from ClearanceWorld is prohibited. The trademarks, logos, and service marks (collectively the "Trademarks") which you see in the ClearanceWorld Private Marketplace are registered and unregistered trademarks of ClearanceWorld’s participating affiliated and unaffiliated merchants and others. No license or right to use any Trademark displayed on the ClearanceWorld Private Marketplace is granted without the written permission of the owner of the Trademark. Your use or misuse of the Trademarks displayed on this site, or any other content on this site, is strictly prohibited. Notwithstanding the foregoing, for purposes of resale of items which you purchase from the ClearanceWorld Private Marketplace, we hereby consent to the simple depiction of the name of the house Trademark (e.g., Domestications®, The Company Store ®, International Male®, Undergear®, Silhouettes®) to identify the source of the merchandise, each use depicting the ® symbol accurately. Any other uses of our Trademarks require prior express written permission. 6.3. This Section 6 shall survive each purchase transaction hereunder. 7. Representations and Warranties; Indemnity 7.1. To ClearanceWorld’s knowledge, the Inventory products are not stolen, illegally copied or ‘pirated’, are in their original, commercially released form, and have not been altered in any way, and the Inventory products have been fully paid for by ClearanceWorld and no third party has any rights to, or claims in connection with, the Inventory products. ClearanceWorld shall defend, indemnify and hold Buyer, its directors, officers, employees, agents, affiliates, successors and assigns harmless from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or related to any breach or alleged breach of the foregoing representation. 7.2. Buyer shall indemnify and hold ClearanceWorld and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Buyer’s use of the ClearanceWorld Private Marketplace. 7.3. The indemnity obligation under this Section shall survive each purchase transaction hereunder. 8. Warranty Disclaimer; Limitation of Liability Except as expressly set forth in these terms, the Inventory products are provided by CLEARANCEWORLD to Buyer “as is” and CLEARANCEWORLD disclaims all warranties of any kind, whether express or implied, statutory or otherwise, with respect to the Inventory products or any other matter, including without limitation the Inventory products’ condition or quality or the warranties or conditions of noninfringement, merchantability and fitness for any particular purpose. Neither party will be liable for any consequential, indirect, special, incidental or punitive damages of any kind arising out of or in related to these terms, even if it has been advised of the possibility of such damages. Buyer’s exclusive remedy and CLEARANCEWORLD’s limit of liability for any and all losses or damages resulting from these terms, shall be for the purchase price paid by Buyer to CLEARANCEWORLD for the Inventory products at issue. CLEARANCEWORLD shall not be held liable for any error in a Listing that CLEARANCEWORLD corrects prior to the delivery (under section 4.1) of the Inventory products to which that Listing applies. This limitation of liability shall survive each purchase transaction. CLEARANCEWORLD® MAKES NO REPRESENTATION THAT LISTINGS OF INVENTORY PRODUCTS FOR SALE ARE APPROPRIATE OR FIT FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. THOSE WHO CHOOSE TO ACCESS THE CLEARANCEWORLD PRIVATE MARKETPLACE FROM LOCATIONS OUTSIDE OF THE U.S.A. DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, IF AND TO THE EXTENT LOCAL LAWS ARE APPLICABLE. 9. Use of Private Marketplace Buyer agrees and acknowledges that ClearanceWorld makes no guaranty of the accuracy, correctness or completeness of any Promotional Content and is not responsible for: any errors or omissions arising from the use of any thereof; any failures, delays or interruptions in the delivery of any Promotional Content contained with the ClearanceWorld Private Marketplace; losses or damages arising from the use of the Promotional Content provided by the ClearanceWorld Private Marketplace; any conduct by Buyer in connection with the ClearanceWorld Private Marketplace; or any Promotional Content or products provided through or in conjunction with the ClearanceWorld Private Marketplace. Buyer must comply with the operating rules and policies applicable to the ClearanceWorld Private Marketplace as may be published or provided by ClearanceWorld in writing (including by posting on the ClearanceWorld Private Marketplace) from time to time. 10. General Provisions These Terms will be governed by the laws of the state of New York, without reference to its choice of law rules. No waiver of any provision of these Terms shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing. The division of these Terms into separate sections, subsections and/or exhibits and the insertion of titles or headings is for convenience of reference only and shall not affect the construction or interpretation of these Terms.