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GENERAL CONSIGNMENT
TERMS

TRUEFACET, LLC. CONSIGNMENT AGREEMENT

This Consignment Agreement (the "Agreement") is a legal agreement between the individual or company set forth on the consignment form ("Consignor") and TrueFacet, LLC. ("Consignee"). This Agreement specifies the terms under which Consignor may provide the Products described herein to Consignee on a consignment basis, for sale by Consignee of behalf of Consignor. Please read this Agreement carefully, because by clicking "I Agree," or otherwise manifesting assent to this Agreement, Consignor agrees to be bound by the terms of this Agreement and the terms and conditions of Consignee's Privacy Policy, which is hereby incorporated by reference and certifies that Consignor is at least 18 years old or older. If Consignor does not agree to (or cannot comply with) all of the terms of this Agreement, please do not provide Products to Consignee. The person executing this Agreement on behalf of Consignor represents that he or she is an authorized representative of Consignor capable of binding Consignor to this Agreement.

NOW, THEREFORE, in consideration of the foregoing promises, the mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Consignment Stock; Consignment Period.

(a) Within ten (10) calendar days after the Effective Date, Consignor will place at Consignee's location on a consignment basis, such quantities and types of jewelry and watches (the "Products") as set forth on the consignment form located at www.truefacet.com/consignment (collectively, the "Consigned Inventory"). Consignor shall provide and deliver all Products to Consignee's location at its sole expense, FOB Consignee. By entering into this Agreement, Consignor grants Consignee the right to use the brand's logos, likeness, product images and other reasonable intellectual property on the Consignee's website and any marketing materials provided by Consignee.

(b) The consignment period for any Product in the Consigned Inventory shall commence on the date the Product is accepted by Consignee and shall end one hundred and eighty (180) days thereafter ("Consignment Period"). The Consignment Period may be extended upon mutual written agreement of both parties.

Section 2. Condition of Consigned Inventory; Acceptance of Consigned Inventory.

(a) Consignee will only accept Products that are authentic, clean, and in excellent condition. Any defects should be brought to Consignee's attention upon delivery of the Products. Consignee will document condition of all Products in a report and such report will be made available to Consignee upon request. Consignor agrees that the condition of the Product may affect the value of the Product.

(b) Upon receipt of Consigned Inventory, Consignee shall evaluate each Product in the Consigned Inventory to determine its quality and authenticity. Any Product that fails to meet Consignee's quality and authenticity standards will be returned to Consignor, at Consignor's expense. If any Product provided to Consignee hereunder is found to be counterfeit, Consignee reserves the right to confiscate such Product and provide the Product and any other information (including, Consignor's personal information) requested by the person, government authority or agency looking to trace the origin of such counterfeit Product.

Section 3. Right to Sell Consigned Inventory.

Consignor hereby grants to Consignee the right to sell Consigned Inventory on behalf of Consignor pursuant to this Agreement. During the Consignment Period, Consignee shall use commercially reasonable efforts to make available for purchase the Consigned Inventory on Consignee's website located at www.truefacet.com. Consignee reserves the right to include Consigned Inventory as part of the sales and promotions that Consignee offers to its customers.

Section 4. Pricing; Payment.

(a) Consignor's who are vendors of Consignee shall provide Consignee with a merchandising pricing sheet that lists the minimum sale price ("Floor Price") for each Product in the Consigned Inventory. Consignor's who are customers of Consignee shall receive a Floor Price for each Product in the Consigned Inventory via email within three (3) days after the Consigned Inventory is placed at Consignor's location pursuant to Section 1 of this Agreement. Consignee agrees to maintain the Floor Price, and will accept nothing less than such Floor Price for any Product sold, unless otherwise agreed upon in writing by the parties. Notwithstanding the foregoing, Consignee reserves the right, in its sole discretion, to adjust the sale price of any Product in the Consigned Inventory.

(b) Upon sale of Product(s) to Consignee's customers, Consignee shall remit to Consignor the Floor Price for such Product ("Consignor Share") and retain the difference between the actual sale price and the Floor Price for such Product as set forth herein. Upon expiration of time period set forth in Consignee's return policy located at www.truefacet.com/returns, on the fifteenth (15th) day of the following month, Consignee shall pay Consignor, Consignor Share from all sales of Consigned Inventory made during the immediately preceding month. All such payments shall be made by a method mutually agreeable to the parties. Notwithstanding the foregoing, in no event shall Consignee be obligated to make any such payments to Consignor unless and until Consignee receives the proceeds from any such sale.

Section 5. Title; Risk of Loss.

All Consigned Inventory shall remain the property of Consignor until Consignee sell's it to Consignee's customer. Consignee shall acquire no right, title or interest in the Consigned Inventory other than the right to possess the Consigned Inventory as a Consignee and sell the Consigned Inventory on behalf of Consignor pursuant to the terms of this Agreement. Consignee accepts all risk of loss and full responsibility for the condition of, any shortages in and the payment for all Consigned Inventory which may be lost, stolen, damaged or destroyed while in its possession or control. Consignee shall use commercially reasonable efforts to (i) identify all Consigned Inventory as being the property of Consignor, (ii) separate Consigned Inventory from other property of Consignee, and (iii) maintain complete and accurate records concerning the Consigned Inventory.

Section 6. Return of Consigned Inventory.

At any time after the termination of the Consignment Period, Consignor may, by written notice to Consignee, request return of Products from the Consigned Inventory. All such returns will at Consignor's expense. In the event, Consignor requests Consignee to return Products prior to the termination of the Consignment Period, Consignee shall charge a fee of twenty dollars ($20) per Product to cover Consignee's inventory holding cost. Any Products not sold during the Consignment Period, will be returned to Consignor, at Consignor's expense.

Section 7. Term; Termination.

This Agreement will be effective from the time Consignor clicks "I Agree" ("Effective Date") and shall continue in full force and effect thereafter unless sooner terminated as provided for herein. Either party may terminate this Agreement, at any time, without cause, upon fifteen (15) days written notice to the other party. This Agreement may be terminated at any time by either party upon written notice to the other party, if the other party is in material breach of this Agreement and fails to cure such breach within ten (10) days after it receives written notice thereof from such party. All accrued rights or responsibilities will survive termination or expiration of this Agreement. Upon termination of this Agreement, any remaining Consigned Inventory shall be returned to Consignor at Consignor's expense. In the event, Consignor terminates this Agreement while the Consignment Period is in effect, for each Product returned to Consignor, Consignee shall charge a fee of twenty dollars ($20) per Product to cover Consignee's inventory holding cost. Termination shall not affect either party's obligations for undisputed payment accrued prior to the effective date of termination or warranties which have not yet expired.

Section 8. Warranty and Disclaimer.

Consignor represents and warrants to Consignee that during the term of this Agreement (i) Consignor has good title to the Products, free of all liens, claims and encumbrances; (ii) the Products are authentic and not counterfeit or knock offs; (iii) the Products will conform in all material respects, with the Product specifications set forth on the labeling of the Product; and (iv) the Products do not violate, infringe or misappropriate any intellectual property or proprietary rights of any third party. Consignor shall promptly replace, at