Terms of Use

Introduction

Phantasmal LLC, a Delaware Incorporated LLC, a California limited liability company with its principal place of business in Los Angeles, California (“Phantasmal LLC,” “we,” “us,” “our”), operates the website at www.phantasmal.llc (the “Website”) and the “Phantasmal LLC” mobile application (the “BagDrop”), together with all services offered through them, including the purchase, storage, repurchase, and shipment of authenticated handbags, accessories, and related goods (the “BagDrop”). The Website and BagDrop together are the “Platform.” “You” means you, a user of BagDrop.

Features of BagDrop may carry additional rules or terms (“Additional Terms”), which form part of this agreement with respect to those features. Our Privacy Policy, Responsible Purchasing Policy, and Odds and Valuation Disclosure are incorporated by reference.

THESE TERMS OF USE AND ALL APPLICABLE ADDITIONAL TERMS FORM THE COMPLETE AND LEGALLY BINDING AGREEMENT BETWEEN Phantasmal LLC AND YOU (THE “AGREEMENT”). BY ACCESSING OR USING THE PLATFORM YOU ACCEPT THIS AGREEMENT AND REPRESENT THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO IT. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

SECTION 13 CONTAINS A BINDING ARBITRATION AGREEMENT, A CLASS ACTION AND JURY TRIAL WAIVER, AND A ONE-YEAR DEADLINE TO BRING ANY CLAIM. READ IT CAREFULLY. EXCEPT AS STATED IN SECTION 13.6, ALL DISPUTES WILL BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION SEATED IN LOS ANGELES COUNTY, CALIFORNIA, AND NOT IN COURT.

A DROP IS A FINAL SALE. THE ITEM YOU RECEIVE IS SELECTED AT RANDOM. THE MOST LIKELY OUTCOME OF ANY DROP IS AN ITEM WORTH LESS THAN WHAT YOU PAID. YOU CONFIRM YOU HAVE READ OUR RESPONSIBLE PURCHASING POLICY AND UNDERSTAND THAT BLIND-BOX PURCHASING CARRIES A RISK OF COMPULSIVE SPENDING.

1. Privacy

Our Privacy Policy explains what personal information we collect, how we use it, and your choices and rights. You agree that we may use and share your information as described there.

2. Accounts

2.1 Eligibility, Registration, and Account Ownership

You must register an account (a “BagDrop Account”) to use BagDrop, and may hold only one. You represent and warrant that all information you provide is truthful, accurate, and complete, that you will keep it current, and that:

• you are at least eighteen (18) years old, or the age of majority in your jurisdiction if higher;
• you are physically located in an Eligible Location (Section 2.3);
• every payment method you use is issued to you personally;
• you have not previously been banned or excluded from BagDrop;
• you hold a valid, unexpired government-issued photo identification; and
• you are opening the account as a natural person, for yourself, and not on behalf of or for the benefit of any company, trust, or other entity.

YOU HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN YOUR Phantasmal LLC ACCOUNT. ALL RIGHTS IN AND TO THE ACCOUNT ITSELF ARE AND REMAIN OURS. THIS DOES NOT AFFECT YOUR OWNERSHIP OF ANY ITEM AFTER TITLE HAS PASSED TO YOU UNDER SECTION 5.2.

CREATING OR OPERATING MORE THAN ONE ACCOUNT, OR SHARING, SELLING, OR TRANSFERRING AN ACCOUNT, IS GROUNDS FOR IMMEDIATE TERMINATION OF ALL AFFECTED ACCOUNTS AND FOR THE REMEDIES IN SECTION 7.2.

2.2 Identity Verification

We may verify your eligibility at any time, including by requiring a government-issued identification document and a live capture image used to confirm the document belongs to you (“KYC Verification”). We perform KYC Verification through Persona, whose terms you also accept. Some information collected may constitute biometric data under applicable law; our handling of it is described in the Privacy Policy. If you do not supply accurate information, or we cannot verify it, we may suspend or terminate your account.

2.3 Eligible Locations

“Eligible Location” means a jurisdiction from which use of BagDrop is permitted. As of the Effective Date, Eligible Locations are all fifty (50) United States and the District of Columbia. The current list is maintained on the Website and may change at any time in our sole discretion.

You must be physically present in an Eligible Location to add funds, purchase, sell an item back to us, or withdraw. You are responsible for knowing and complying with the law applicable to you, and you agree not to use BagDrop from any jurisdiction where any aspect of them is prohibited. Using a VPN, proxy, or other means to disguise your location is a material breach.

If a jurisdiction ceases to be an Eligible Location, we will give you a reasonable opportunity to withdraw your withdrawable balance and request shipment of Vault items.

2.4 Closure and Self-Suspension

You may close your account through BagDrop or by emailing [email protected]. Before closing, withdraw any withdrawable balance and request shipment of Vault items; anything remaining is handled under Section 6.4. You may also self-suspend through BagDrop, with the effects set out in Section 2.7 and our Responsible Purchasing Policy.

2.5 Security and Responsibility

You are responsible for keeping your credentials confidential and for all activity under your account, including activity by anyone who accesses BagDrop using your device with your permission or as a result of your failure to secure it, except where applicable law does not permit that allocation. You agree to notify us immediately of any suspected unauthorized use. We are not liable for any loss arising from your failure to retain or secure your credentials.

2.6 Communications

You authorize us to contact you electronically to confirm information, resolve support issues, provide account and transaction status, communicate about Vault items, and administer this Agreement. We may send service, transactional, security, payment, legal, and operational messages as necessary to operate BagDrop or comply with law. Marketing consent is requested separately and may be withdrawn at any time.

2.7 Exclusion and Its Effects

We may exclude, suspend, or restrict any user at any time in our sole discretion, including where we believe a user has exhibited a pattern of spending or conduct indicating unhealthy engagement. Exercising this right creates no liability to you and does not obligate us to monitor any user.

During any exclusion for health-and-safety reasons, whether initiated by us or by you (an “Exclusion Period”): you may not add funds or purchase anything, including with an existing balance or promotional credit; you may still withdraw your withdrawable balance and request shipment of Vault items via support email; promotional credit and referral accrual are suspended and do not expire; and we stop sending marketing communications.

3. Use of BagDrop

3.1 License

We grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to access and use BagDrop for your own personal, non-commercial use. Your use of our software is limited to executable object code. Attempting to access source code, back-end systems, or databases, or to manipulate the software or its communications — including to influence or predict Drop outcomes — is grounds for immediate termination and for the remedies in Section 7.2.

3.2 Prohibited Conduct

You will not:

• use BagDrop for any purpose other than BagDrop, or for any commercial purpose we have not approved in writing, including reselling access, advertising, or harvesting user information;
• use BagDrop or anything you learn from it to design, develop, or operate a competing product or service;
• deceive, defraud, or mislead us or any user, impersonate anyone, or use another user’s identity;
• sell, share, or transfer your account, or open more than one;
• use a payment method for which you are not the account holder, or initiate a fraudulent chargeback;
• modify, adapt, reverse engineer, decompile, or disassemble any part of BagDrop, or circumvent its security or access restrictions;
• copy, republish, scrape, mirror, frame, or systematically extract data or content from BagDrop;
• use bots, scripts, purchasing agents, or automated means to access BagDrop or make purchases;
• exploit an error, pricing mistake, or defect rather than reporting it;
• use a VPN, proxy, jailbroken or rooted device, or other tool to circumvent restrictions;
• interfere with, disrupt, or place an undue burden on BagDrop or its networks, or upload malicious code;
• harass, intimidate, or threaten our personnel, agents, or service providers;
• imply an affiliation with, endorsement by, or partnership with Phantasmal LLC that does not exist;
• purchase on behalf of another person, including anyone excluded from BagDrop or under eighteen (18); or
• use BagDrop in violation of applicable law or the terms of any Third-Party Service.

3.3 Modification of BagDrop

We may modify, suspend, or discontinue BagDrop or any part of it at any time, with or without notice, without liability to you or any third party.

3.4 Ownership and Trademarks

Other than User Data, all intellectual property in BagDrop, the Phantasmal LLC name and logos, and all content we make available is owned by us or our licensors. Nothing here transfers those rights to you, and all rights not expressly granted are reserved.

Brand names, trademarks, and product images of handbag manufacturers are used solely to identify goods offered for sale and remain the property of their owners. Phantasmal LLC is not affiliated with, authorized by, sponsored by, or endorsed by any handbag manufacturer. All items are pre-owned or independently sourced.

3.5 Third-Party Services and Data

The Platform depends on third-party services we do not control (“Third-Party Services”), including payment processing by Coinflow, identity verification by Persona, and shipping carriers. You must comply with their terms, and a violation of them is a violation of this Agreement. We make no representations about Third-Party Services and are not liable for losses arising from them.

WE MAY RELY ON THIRD-PARTY PRICING TOOLS AND MARKET DATA IN CONNECTION WITH VALUATIONS DISPLAYED ON THE PLATFORM. ANY SUCH DATA IS PROVIDED FOR CONVENIENCE ONLY AND IS AN ESTIMATE. WE DO NOT GUARANTEE OR WARRANT ITS ACCURACY, RELIABILITY, OR CORRECTNESS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY PRICE OR VALUATION IS ACCEPTABLE TO YOU BEFORE YOU TRANSACT.

3.6 Your Equipment

You are responsible for your own devices and connectivity and bear the risk of any malfunction, crash, latency, or interruption affecting them, including maintaining a current version of BagDrop.

A DEVICE FAILURE, NETWORK INTERRUPTION, OR APP CRASH DURING OR AFTER A DROP DOES NOT ENTITLE YOU TO A REFUND, A REPEAT DROP, OR ANY OTHER REMEDY. THE OUTCOME OF A DROP IS DETERMINED AND RECORDED ON OUR SERVERS AT THE MOMENT OF PURCHASE CONFIRMATION AND IS NOT AFFECTED BY WHAT YOUR DEVICE DISPLAYS OR FAILS TO DISPLAY.

3.7 Anti-Money Laundering and Sanctions

You represent that you are not identified on the U.S. Office of Foreign Assets Control Specially Designated Nationals list, not located in or a resident of any jurisdiction subject to comprehensive U.S. embargo, and not otherwise the target of applicable sanctions. We maintain an anti-money laundering and sanctions compliance program and may suspend accounts, freeze balances, decline transactions, and file reports as permitted or required.

4. User Content

“User Data” means information and content you input into BagDrop, excluding Payment Data. You grant us an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, display, modify, and create derivative works of your User Data, and to sublicense those rights, to operate and improve BagDrop, including creating aggregated and deidentified data sets. This license survives your ceasing to use BagDrop as to aggregated and deidentified data and residual backups.

If you post public content depicting a Drop, or submit content through a promotion or creator program, you grant us a non-exclusive, royalty-free, worldwide license to reproduce and display it in our marketing together with your username and any image you have made public. You may revoke this prospectively; we will cease new uses within a reasonable period but need not recall materials already distributed. Notwithstanding the foregoing, we will not use images in which you are personally identifiable in paid advertising placements after you revoke this license, and will cease such placements within a commercially reasonable period not to exceed thirty (30) days.

Feedback you send us is non-confidential; you assign us all rights in it and we may use it without attribution or compensation. We may remove any content at any time and are not liable for removing or failing to remove it.

5. Purchasing, the Vault, and Fulfillment

The Platform allows you to purchase items directly; purchase a “Drop”, in which you receive one item selected at random from a defined pool with published probability bands; hold items in your “Vault”; sell an item back to us during the applicable window; and request shipment.

5.1 Direct Purchases

Items offered directly are described on their product pages. Direct purchases are final and non-returnable except as expressly provided here or required by law. On purchase, the item is credited to your Vault and is subject to the terms below.

5.2 Drops

5.2.1 What Is Displayed, and Our Discretion Over Pools

Before you confirm a Drop, we display the price, the categories of items in the pool, the published probability bands, and the minimum and maximum obtainable Fair Market Value. We may add promotional items at our discretion; these do not alter the primary item or its probability, though their value may cause your total to exceed the stated maximum.

WE MAY MODIFY, SUSPEND, TERMINATE, OR REMOVE ANY DROP AT ANY TIME AND FOR ANY REASON, INCLUDING BEFORE EVERY ITEM IN ITS POOL HAS BEEN DISTRIBUTED AND INCLUDING WHERE THE HIGHEST-VALUE ITEM IN THE POOL HAS NOT YET BEEN DISTRIBUTED. NO ITEM SHOWN AS AVAILABLE IN A POOL IS PROMISED TO ANY USER, AND YOU HAVE NO CLAIM ARISING FROM A DROP BEING WITHDRAWN.

PUBLISHED PROBABILITIES AND VALUE RANGES ARE ACCURATE ONLY AS OF THE MOMENT DISPLAYED AND CHANGE IN REAL TIME WITH INVENTORY. THE DISTRIBUTION OF ITEMS WITHIN A BAND IS NOT UNIFORM. A DROP MAY, AND FREQUENTLY WILL, YIELD AN ITEM WORTH LESS THAN WHAT YOU PAID.

5.2.2 Final Sale; What You Are Buying; When Title Passes

A DROP IS A FINAL SALE. IT IS NON-REFUNDABLE, NON-REVERSIBLE, AND NON-CANCELLABLE BY YOU.

When you purchase a Drop, you are purchasing the Drop experience. You acquire no right, title, or interest in any particular item unless and until title passes to you under this Section and you are in possession of that item.

On confirmation, the item selected is credited to your Vault and displayed to you. No sale has occurred at that moment. Title passes and the transaction becomes a completed sale (a “Sale”) only when all of the following have occurred:

• you request shipment of the item;
• you pay applicable sales tax, shipping, and insurance charges;
• the item is located in our physical inventory;
• your account is in good standing and not suspended, banned, or terminated;
• you have completed KYC Verification;
• the item is properly addressed to the shipping address you provided; and
• the packaged item is accepted by the carrier.

Before a Sale occurs, our sole obligation with respect to any loss, mislabeling, damage, or destruction of the item is to credit your account with its Fair Market Value under Section 5.4.

5.2.3 Entertainment Interfaces

ANIMATIONS, SELECTOR WHEELS, REVEAL SEQUENCES, AND SIMILAR INTERFACE ELEMENTS ARE FOR ENTERTAINMENT ONLY AND HAVE NO EFFECT ON WHAT YOU RECEIVE. THE ONLY INPUTS THAT AFFECT THE OUTCOME ARE YOUR SELECTION OF THE DROP TIER, YOUR SELECTION OF ANY PUBLISHED ODDS VARIANT, AND YOUR CONFIRMATION. EACH DROP IS AN INDEPENDENT EVENT; NO PRIOR OUTCOME MAKES ANY SUBSEQUENT OUTCOME MORE OR LESS LIKELY.

5.3 The Vault and the Election Deadline

Items credited to you are held in our secured, insured facility and displayed in your Vault. If an item is lost, stolen, or destroyed while in our custody, we will credit your account with its Fair Market Value as of the time of loss.

You must elect either to have an item shipped to you or to sell it back to us within seven (7) days of it being credited (the “Election Period”). If you do not elect within the Election Period, the item is automatically sold back to us at our discretion and your account is credited with the Buyback Price we determine at the time of automatic sale, in our sole discretion. We may extend the Election Period in our discretion, including where you are actively completing KYC Verification.

YOUR ELECTION IS FINAL AND IRREVOCABLE. NO REVERSAL, REFUND, OR CHANGE IS PERMITTED AFTER THE ELECTION PERIOD EXPIRES.

5.4 Fair Market Value

“Fair Market Value” or “FMV” is the value we assign to an item for the purposes of the probability bands and value ranges displayed before a Drop, and for valuing your Vault in the event of loss. We determine FMV using our own methodology, which may consider brand, model, and specification; recent sales of the same and comparable items; condition grade and completeness of accompanying materials; provenance and any repair or alteration history; rarity and current demand; the cost, time, and risk of sourcing a replacement; certainty of authenticity; and average time to sale.

FMV IS OUR VALUATION. IT IS NOT AN APPRAISAL, A MARKET PRICE, OR A GUARANTEE, AND IT MAY DIFFER IN EITHER DIRECTION FROM WHAT AN ITEM WOULD SELL FOR ELSEWHERE. WE DO NOT REPRESENT THAT YOU COULD RESELL AN ITEM FOR ITS FMV. FMV IS SUBJECT TO CHANGE AT ANY TIME AND WE DO NOT GUARANTEE STABILITY.

5.5 Buyback Offers

After an item is credited to your Vault, we may offer to purchase it from you at a price we specify (a “Buyback Price”). A Buyback Offer is a separate, discretionary commercial offer and is not the same as FMV.

ANY BUYBACK PRICE IS DETERMINED SOLELY BY Phantasmal LLC AND IS NOT SUBJECT TO NEGOTIATION OR DEBATE. WE DO NOT DISCLOSE HOW WE CALCULATE THE BUYBACK PRICE. THE BUYBACK PRICE MAY BE HIGHER OR LOWER THAN FMV OR THAN ANY VALUE DISPLAYED ELSEWHERE ON THE PLATFORM. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER A BUYBACK PRICE IS ACCEPTABLE TO YOU.

We are under no obligation to offer a Buyback on any item, to maintain a Buyback Offer whether or not previously displayed, or to collect or remit taxes on your behalf absent a completed Sale. All Buybacks are final and non-refundable. On completion, your account is credited with Platform credit usable for future purchases. Such credit is not a deposit of funds.

5.6 Shipping and Risk of Loss

You may request shipment of any Vault item. Before we ship, you must have completed KYC Verification, paid applicable sales tax, shipping, and insurance, and be in compliance with this Agreement. We ship only within the United States. Items are not shipped on weekends or public holidays.

RISK OF LOSS AND TITLE PASS TO YOU UPON DELIVERY OF THE ITEM TO THE CARRIER. ONCE AN ITEM IS IN TRANSIT WE ARE NOT LIABLE FOR LOSS, THEFT, OR DAMAGE EXCEPT AS REQUIRED BY LAW.

As a service commitment and not as a warranty, we will administer claims with the carrier and the insurer on your behalf, and you should not file directly with the carrier. Where a claim is paid, we will remit the proceeds to you. We may decline to administer a claim where we reasonably suspect fraud, and administering a claim does not assume liability for the loss. Claims may be subject to investigation, including verification of delivery records.

Notify us of any shipping error, shortage, or damage within ten (10) days of delivery, or you are deemed to have accepted the shipment in full satisfaction.

5.7 Unavailable Items and Inventory Errors

If an item you requested is unavailable for any reason, we may, in our discretion, either credit you with its FMV as of the time you requested shipment together with any shipping charges and tax you paid, or source and ship a replacement of materially similar brand, model, condition, and value. We will tell you which we have selected. You bear the risk of any change in FMV before you request shipment.

5.8 Authenticity

All items are sold as-is, where-is, and with all faults. We make no warranty, express or implied, as to the authenticity, condition, quality, value, or any other attribute of any item. You are solely responsible for determining whether any item meets your requirements.

WE MAKE REASONABLE EFFORTS TO DISPLAY COLORS, MATERIALS, HARDWARE, AND DETAILS ACCURATELY, BUT WE DO NOT GUARANTEE THAT IMAGES OR DESCRIPTIONS ARE ACCURATE, COMPLETE, OR CURRENT. YOUR DISPLAY MAY NOT ACCURATELY REPRESENT ACTUAL COLOR OR FINISH. VARIATION BETWEEN AN IMAGE AND THE ITEM DELIVERED IS NOT A DEFECT AND IS NOT A BASIS FOR A CLAIM.

5.9 Order Acceptance, Cancellation, and Limits

WE MAY DECLINE OR CANCEL ANY ORDER, IN WHOLE OR IN PART, IN OUR SOLE DISCRETION AND AT ANY TIME, INCLUDING AFTER ACCEPTANCE AND INCLUDING WHERE AN ITEM OR DROP WAS LISTED AT AN INCORRECT PRICE OR WITH INCORRECT INFORMATION. WHERE WE DO SO WE WILL REFUND AMOUNTS PAID FOR THE CANCELLED PORTION, AND WE WILL HAVE NO FURTHER LIABILITY.

We may also limit the quantity of Drops or items available to any user or generally, at any time and for any period, and may prohibit any person from purchasing or accessing BagDrop in our sole discretion.

6. Fees, Funds, and Withdrawals

6.1 Fees and Taxes

We will make commercially reasonable efforts to disclose fees before you incur them, including shipping, insurance, and expedited withdrawal fees, and may change them prospectively. Prices do not include sales tax, shipping, or handling unless stated. You are solely responsible for determining and paying all sales, use, and other taxes and assessments arising from your transactions, other than taxes on our net income.

6.2 Adding Funds

FUNDS YOU ADD TO YOUR ACCOUNT MAY BE USED ONLY TO PURCHASE ITEMS AND DROPS ON THE PLATFORM. THEY ARE NON-TRANSFERABLE AND, EXCEPT AS REQUIRED BY LAW, NON-REFUNDABLE AND NOT WITHDRAWABLE. ONLY PROCEEDS CREDITED FROM SELLING AN ITEM BACK TO US ARE ELIGIBLE FOR WITHDRAWAL.

You may add funds only after we have verified you are in an Eligible Location and you have accepted this Agreement and the Privacy Policy, and only from a payment method issued to you personally.

6.3 Withdrawals

• You must complete KYC Verification before withdrawing, and have no claim to any balance or Vault inventory until you have.
• You may withdraw only proceeds from selling items back to us, not deposited funds.
• We may limit withdrawals to $2,500 in any rolling twenty-four (24) hour period.
• Withdrawals must be at least $6 and are processed within 2 business days to a bank account or debit card in your name.
• If your withdrawals exceed $600 in a calendar year, we may require tax documentation before processing further withdrawals and may issue information returns as required.

ALL WITHDRAWALS ARE FINAL AND CANNOT BE REVERSED. YOU BEAR THE ENTIRE RISK OF ENTERING CORRECT ACCOUNT INFORMATION, AND WE HAVE NO RESPONSIBILITY FOR FUNDS SENT TO AN ACCOUNT YOU IDENTIFIED INCORRECTLY.

6.4 Refunds, Dormancy, and Unclaimed Property

ALL PURCHASES, DROPS, AND BUYBACKS ARE FINAL AND NON-REFUNDABLE. WE DO NOT ISSUE REFUNDS EXCEPT WHERE REQUIRED BY LAW OR WHERE WE INITIATE A CANCELLATION OF AN ORDER IN OUR SOLE DISCRETION. REQUESTS FOR REFUNDS OR EXCEPTIONS MUST BE MADE WITHIN THIRTY (30) DAYS OF THE RELEVANT EVENT: FOR DROP PURCHASES, FROM THE DATE THE DROP IS CREDITED TO YOUR VAULT; FOR AUTOMATIC BUYBACKS, FROM THE DATE OF THE AUTOMATIC SALE; FOR DIRECT PURCHASES, FROM THE DATE OF PURCHASE. WE WILL RESPOND WITHIN FIVE (5) BUSINESS DAYS, BUT ANY SUCH REQUESTS ARE EVALUATED ENTIRELY AT OUR DISCRETION. REFUNDS ARE ISSUED AS PLATFORM CREDIT OR AS A REVERSAL TO THE ORIGINAL PAYMENT METHOD.

To receive funds you must maintain current and accurate payment account information. After three (3) years of account inactivity, we will escheat any unclaimed funds to the relevant state authority as required by law. No dormancy fees will be charged.

6.5 Promotions

We may offer promotions on varying terms. Promotional credit may be used only for purchases, may not be withdrawn or transferred, and is forfeited on withdrawal of funds unless we state otherwise. Any stated reward rate or multiplier is an estimate only and may change. We may modify, suspend, or terminate any promotion, incentive, or rewards program at any time and without notice; we will honor credit already issued for completed transactions, but no further credit will accrue.

6.6 Stored Payment Information

You may store payment credentials (“Payment Data”). By authorizing storage you certify you own the associated account and authorize charges you approve. We will not initiate transactions without your consent and will not schedule recurring transactions. You may revoke consent by removing the method in BagDrop or deleting BagDrop.

7. Breach and Remedies

7.1 Investigation

We may monitor BagDrop for violations of this Agreement, take legal action against anyone who violates it or the law, report users to law enforcement, and otherwise manage BagDrop to protect our rights and property.

OUR DECISIONS TO LIMIT, SUSPEND, OR TERMINATE ACCESS MAY BE BASED ON CONFIDENTIAL CRITERIA ESSENTIAL TO OUR RISK MANAGEMENT, FRAUD DETECTION, AND SECURITY PROTOCOLS. WE ARE UNDER NO OBLIGATION TO DISCLOSE THOSE CRITERIA OR THE DETAILS OF ANY INVESTIGATION TO YOU.

7.2 Consequences of Breach

Where we reasonably determine that you have breached this Agreement, we may suspend or terminate your account, ban you permanently or temporarily, cancel any pending transaction, withhold balances and Vault inventory pending investigation, and pursue legal action.

WHERE YOUR ACCESS IS TERMINATED FOR FRAUD, CHEATING, OR OTHER PROHIBITED CONDUCT, YOU ARE LIABLE TO US FOR THE FULL VALUE OF ANY BENEFIT OBTAINED THROUGH SUCH CONDUCT, TOGETHER WITH OUR REASONABLE ATTORNEY’S FEES AND COSTS OF INVESTIGATION AND COLLECTION, ALL OF WHICH BECOME IMMEDIATELY DUE AND PAYABLE.

We will permanently confiscate funds or inventory only to the extent reasonably necessary to reverse or prevent the benefit of fraud or serious breach, to comply with our legal or regulatory obligations, or to compensate Phantasmal LLC or other users for losses directly caused by your breach. Otherwise we will return lawful funds where legally permitted once our investigation concludes.

8. Indemnity

You agree to indemnify, defend, and hold harmless Phantasmal LLC and its affiliates, and their respective managers, members, officers, employees, agents, contractors, successors, and assigns, from all losses, damages, liabilities, claims, judgments, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of your use or misuse of BagDrop, your User Data, your breach of this Agreement, or your violation of law or the rights of any third party. We may assume exclusive defense and control of any such matter at your expense, and you will cooperate and will not settle without our written consent. This section does not require you to indemnify us for our own fraud or willful misconduct. This section survives termination.

9. Disclaimers

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT FOR THE AUTHENTICITY WARRANTY IN SECTION 5.8, Phantasmal LLC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PLATFORM, ANY ITEMS OR SERVICES, THE CONDUCT OF OTHER USERS, AND ANY THIRD-PARTY SERVICE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT ANY VALUATION, PROBABILITY, VALUE RANGE, IMAGE, OR DESCRIPTION IS ACCURATE, COMPLETE, OR ACHIEVABLE ON RESALE, THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. NOTHING IN THIS SECTION LIMITS ANY WARRANTY OR REMEDY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

10. Limitation of Liability

To the maximum extent permitted by law, Phantasmal LLC and its affiliates and suppliers will not be liable for any indirect, special, incidental, exemplary, punitive, or consequential damages, or for damages arising from delay, loss of goodwill, loss of or damage to data, lost profits, lost opportunity, cost of substitute services, or other economic loss, arising out of or relating to BagDrop, any items or services, the conduct of other users or third parties, or any Third-Party Service, even if advised of the possibility. These limitations apply notwithstanding the failure of the essential purpose of any limited remedy.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF Phantasmal LLC AND ITS AFFILIATES AND SUPPLIERS TO YOU WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO Phantasmal LLC IN THE ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY PRECEDING THE DATE YOU FIRST ASSERT THE CLAIM, OR (B) $500. THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND SURVIVES ANY FAILURE OF ESSENTIAL PURPOSE.

Nothing here excludes or limits liability that cannot be excluded under applicable law, including for fraud or fraudulent misrepresentation.

11. No Advisory Relationship

Phantasmal LLC IS NOT YOUR BROKER, DEALER, INTERMEDIARY, AGENT, APPRAISER, OR ADVISOR, AND HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU. WE DO NOT PROVIDE INVESTMENT, TAX, OR LEGAL ADVICE. NOTHING ON THE PLATFORM, IN OUR MARKETING, ON OUR SOCIAL MEDIA, OR IN ANY COMMUNICATION FROM US IS ADVICE OR A RECOMMENDATION, AND NOTHING WE PUBLISH IS A PROJECTION OF RESALE VALUE OR RETURN.

ITEMS PURCHASED ON THE PLATFORM ARE CONSUMER GOODS, NOT INVESTMENTS. HANDBAG VALUES CAN FALL AS WELL AS RISE. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISION YOU MAKE USING THE SERVICES.

12. Term, Termination, and Copyright

This Agreement remains in effect until terminated. We may suspend your access, terminate this Agreement, or ban you at any time in our discretion, and may then block future access, deactivate your account, and cancel pending transactions. Before terminating an account that is not subject to a fraud investigation, suspension for prohibited conduct, or termination under Section 7, we will give you a reasonable opportunity to withdraw your withdrawable balance and request shipment of Vault items, except where immediate termination is necessary to address fraud, a legal obligation, or a risk to others. Sections that by their nature should survive termination do so.

If you believe content on BagDrop infringes your copyright, send a notice to [email protected] including your signature, identification of the work and of the allegedly infringing material and its location, your contact details, a statement of good-faith belief that the use is unauthorized, and a statement under penalty of perjury that the information is accurate and you are authorized to act. Misrepresentations may expose the sender to liability for damages and fees.

13. Dispute Resolution

READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION SEATED IN LOS ANGELES COUNTY, CALIFORNIA, WAIVES CLASS ACTIONS AND JURY TRIALS, AND IMPOSES A ONE-YEAR DEADLINE TO BRING ANY CLAIM.

13.1 Governing Law

This Agreement and any dispute arising out of or relating to it or BagDrop are governed by the laws of the State of California, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs the interpretation and enforcement of this Section 13 and any question of arbitrability. Where the Federal Arbitration Act and California law conflict on arbitrability, the Federal Arbitration Act controls.

13.2 Informal Resolution First

Before starting arbitration or any court proceeding, you and Phantasmal LLC will attempt to resolve the dispute informally for sixty (60) days. To begin, send a written Notice of Dispute — to Phantasmal LLC by email to [email protected] with a copy by certified mail to the address in Section 15 — stating your name and contact information, the nature and basis of the dispute, the specific relief sought including any monetary amount, and supporting documentation. Both parties will negotiate in good faith. If unresolved after sixty (60) days, either may proceed to arbitration or small claims court.

13.3 Binding Individual Arbitration

Except as stated in Section 13.6, all disputes between you and Phantasmal LLC arising out of or relating to BagDrop, BagDrop, our relationship, or this Agreement will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules and, where applicable, its Mass Arbitration Supplementary Rules. The seat of arbitration is Los Angeles County, California.

There is no judge or jury in arbitration, procedures are more limited than in court, and judicial review is limited. A single arbitrator with consumer or technology dispute experience will apply California substantive law, honor applicable limitations periods and privileges, issue a reasoned written decision, and may grant any individual remedy a court could grant. The award may be entered in any court of competent jurisdiction.

For claims of $25,000 or less, you may elect for the arbitration to take place in the county where you reside, in Los Angeles County, by telephone or videoconference, or on written submissions only.

You pay the AAA consumer filing fee or may apply for a waiver; Phantasmal LLC pays all other arbitration fees, and more if applicable law requires. Each party bears its own attorneys’ fees unless the arbitrator finds a claim or defense frivolous or brought for an improper purpose, or applicable law provides otherwise. If the AAA is unable or unwilling to administer, JAMS will administer under its consumer rules.

13.4 Class Action and Jury Trial Waiver

YOU AND Phantasmal LLC MAY BRING CLAIMS AGAINST THE OTHER ONLY INDIVIDUALLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. YOU AND Phantasmal LLC EACH WAIVE THE RIGHT TO A JURY OR BENCH TRIAL IN COURT.

The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, enforceability, or scope of this Section 13, except that a court will decide any challenge to the class action waiver and any claim that no arbitration agreement was formed or challenge directed specifically at this delegation provision. If any portion of this Section is unenforceable it will be severed and the remainder will continue in effect; if claims must proceed on a class or representative basis, they will be litigated in court in Los Angeles County and stayed pending individual arbitration.

13.5 Coordinated Claims

If twenty-five (25) or more arbitration demands presenting common questions are filed against Phantasmal LLC by the same counsel or counsel acting in coordination (“Coordinated Claims”), they will be administered under the AAA Mass Arbitration Supplementary Rules, and the parties consent to a Process Arbitrator for administrative matters. Up to ten (10) Coordinated Claims will proceed first as bellwether arbitrations, five selected by claimants’ counsel and five by Phantasmal LLC, each heard individually. Each bellwether award binds only that claimant and has no preclusive or precedential effect. Within thirty (30) days after the last bellwether award the parties will attend a single mediation in good faith. Any claim not resolved proceeds to individual arbitration. Limitations periods are tolled for each Coordinated Claim from filing until it proceeds individually or is resolved.

13.6 Exceptions and Deadline to Bring Claims

Either party may bring an individual action in small claims court if the claim qualifies, after completing Section 13.2. Nothing here prevents either party from seeking emergency injunctive relief in court pending arbitration, from enforcing intellectual property rights in any court of competent jurisdiction, or from exercising rights that cannot be waived as a matter of law, including submitting claims to a governmental or regulatory body.

ANY CLAIM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING IT FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO IT. IF APPLICABLE LAW PROHIBITS A ONE-YEAR PERIOD, THE CLAIM MUST BE ASSERTED WITHIN THE SHORTEST PERIOD PERMITTED BY LAW. A CLAIM NOT BROUGHT WITHIN THAT PERIOD IS PERMANENTLY BARRED.

13.7 Confidentiality, Changes, and Forum

The arbitration, any award, and all materials submitted will be kept confidential, except as needed to conduct the arbitration, seek provisional relief or confirm an award, comply with law or a regulatory authority, or enforce a party’s rights.

If we make a material change to this Section 13 while you are a user, you may reject it by written notice to [email protected] within thirty (30) days, in which case the version in effect immediately before the change applies to you. Rejecting a change does not terminate your account, and no change applies to a claim for which notice was already given. Any dispute found ineligible for arbitration will be filed exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum. This Section survives termination.

14. General

• Changes to these Terms. We may modify this Agreement by posting updated terms, effective on posting. Your continued use after that date constitutes acceptance; for material changes (which we determine in our reasonable discretion) we will give advance notice by email or in-app message. If you do not accept a change, stop using BagDrop and withdraw any withdrawable balance.
• Assignment. You may not assign or transfer this Agreement or any right under it without our prior written consent, and any attempt to do so is void. We may assign freely, including to an affiliate or a successor in interest to the business. This Agreement binds permitted assigns.
• Entire agreement. This Agreement, together with the documents incorporated by reference, is the entire agreement between you and us on this subject and supersedes all prior versions and understandings.
• No waiver. Our failure or delay in exercising any right is not a waiver of it.
• Severability. An invalid or unenforceable provision will be interpreted to accomplish its objective to the greatest extent permitted, and the remaining provisions stay in effect.
• No third-party beneficiaries. This Agreement is solely for the benefit of the parties and their permitted successors and assigns.
• No agency. Nothing here creates an employment, partnership, agency, or joint venture relationship.
• Force majeure. We are excused from performance to the extent prevented by events beyond our reasonable control, including natural disasters, fire, flood, pandemic and public health emergencies, war, terrorism, civil unrest, government or regulatory action, embargoes and sanctions, labor disputes, failure of telecommunications or internet infrastructure, carrier failure, and data-processing failure.
• Headings and construction. Headings are for convenience only. “Including” means “including without limitation.” This Agreement is in English, and the English text controls over any translation.

15. Contact and Notices

Legal notices: [email protected]
Customer support: [email protected]

See also our Privacy Policy and Responsible Purchasing Policy, both incorporated into these Terms.