1. Introduction and Acceptance of Terms
Welcome to Avely ("Platform," "we," "us," or "our"). Avely is an AI-powered fashion marketplace that connects independent sellers of clothing and fashion items with buyers. By accessing or using the Avely platform, website, mobile application, or any related services (collectively, the "Services"), you ("User," "you") agree to be bound by these Terms of Service ("Terms").
Please read these Terms carefully before using our Services. If you do not agree to these Terms in their entirety, you must not access or use the Platform.
These Terms constitute a legally binding agreement between you and Avely. Your continued use of the Platform following any modification to these Terms constitutes acceptance of the updated Terms.
2. About Avely — Marketplace Intermediary Role
2.1 Marketplace Model
Avely operates exclusively as an online marketplace intermediary. We provide a technology platform that enables independent third-party sellers to list, advertise, and sell fashion items directly to buyers. Avely does not manufacture, own, warehouse, handle, inspect, or ship any products listed on the Platform.
2.2 No Agency or Partnership
Avely is not a party to any transaction between a buyer and a seller. By facilitating connections between buyers and sellers, Avely does not create any agency, partnership, joint venture, employment, or franchise relationship with any User.
2.3 Seller Responsibility
Each seller is solely responsible for the accuracy of their product listings, product authenticity, product condition, compliance with applicable laws, packaging, and delivery of goods to buyers. Avely makes no warranties, representations, or guarantees regarding any product listed on the Platform.
2.4 Buyer Acknowledgment
By purchasing through the Platform, buyers acknowledge that they are entering into a contract with the seller, not with Avely, for the purchase of goods.
3. Eligibility and Account Registration
3.1 Age Requirement
You must be at least 18 years of age to create an account, list products, or purchase goods on the Platform. By using the Platform, you represent and warrant that you are at least 18 years old.
3.2 Account Registration
To access certain features of the Platform, you must register an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated at all times.
3.3 Account Security
You are solely responsible for maintaining the confidentiality of your account credentials. You agree to notify Avely immediately if you suspect any unauthorized use of your account. Avely is not liable for any loss or damage arising from unauthorized account access resulting from your failure to maintain credential security.
3.4 One Account Per User
Each individual may maintain only one account. Creating duplicate accounts to circumvent suspension or platform rules is strictly prohibited.
4. Platform Use and Conduct
4.1 Permitted Use
You may use the Platform solely for lawful purposes and in accordance with these Terms. You agree not to use the Platform in any manner that violates applicable Israeli law, European Union law where applicable, or any other jurisdiction's law.
4.2 Prohibited Conduct
You agree not to:
- Post, upload, or transmit any content that is illegal, fraudulent, defamatory, obscene, or harmful;
- List counterfeit, stolen, unauthorized replica, or intellectual property-infringing goods;
- Manipulate prices, reviews, or platform data;
- Interfere with or disrupt the integrity or performance of the Platform;
- Attempt to gain unauthorized access to any platform system or user account;
- Engage in any conduct intended to defraud, harm, or deceive other Users;
- Use automated bots, scrapers, or crawlers without express written permission;
- Circumvent any platform payment systems or conduct transactions outside the Platform to avoid fees;
- Use the Platform for any purpose other than lawful commerce.
4.3 User Content
By submitting content to the Platform, including product photographs, descriptions, and communications, you grant Avely a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, display, and distribute such content in connection with the operation and promotion of the Platform.
You represent and warrant that you own all rights to the content you submit, or have obtained all necessary permissions and licenses, and that such content does not infringe any third-party intellectual property rights.
5. AI-Generated Images — Disclosure and Limitation
5.1 AI Visualization Technology
Avely uses artificial intelligence technology to generate model images based on product photographs submitted by sellers. These AI-generated images are created solely for the purpose of visual presentation and catalog enhancement.
5.2 Disclaimer — AI Images Are Not the Product
AI-generated images displayed on the Platform are visual approximations only. They do not represent the exact appearance, color, texture, fit, or condition of the actual product being sold. AI-generated images may differ from the real product in color accuracy, fabric drape, proportion, and styling. Buyers are encouraged to review all original seller-uploaded photographs and product descriptions before completing a purchase.
5.3 No Warranty on AI Images
Avely makes no warranty that AI-generated images accurately represent any listed product. Avely expressly disclaims all liability for any purchase decisions made solely on the basis of AI-generated images.
5.4 Seller Responsibility for Accuracy
Sellers are responsible for ensuring that their original product photographs and descriptions accurately represent the actual product. Sellers may not submit photographs intended to misrepresent a product.
6. Payments and Commission
6.1 Payment Processing
All payments made through the Platform are processed by Stripe, a third-party payment processor. By making or receiving payments through the Platform, you agree to Stripe's Terms of Service and Privacy Policy in addition to these Terms.
6.2 Platform Commission
Avely charges sellers a commission fee on each completed transaction. The current commission rate is disclosed on the Platform's fee schedule page, which may be updated from time to time. Sellers will always be notified of any changes to the commission structure prior to their effective date.
6.3 Payment Flow
When a buyer completes a purchase: the buyer's payment is processed by Stripe; Avely's commission is automatically deducted; the remaining balance is credited to the seller's Stripe connected account; sellers may withdraw their balance subject to Stripe's payout schedule and the Payment Terms.
6.4 No Payment Circumvention
Users are prohibited from arranging transactions outside the Platform to avoid commission fees. Any attempt to circumvent platform payments may result in immediate account suspension.
7. Intellectual Property
7.1 Platform Intellectual Property
All content on the Avely platform — including but not limited to the platform design, user interface, source code, software, algorithms, AI-generated images, branding, the Avely logo, the Avely name, trademarks, trade dress, and all related proprietary materials — is the exclusive property of Avely and is protected by applicable intellectual property laws, including copyright, trademark, and trade secret laws.
7.2 Restrictions on Use
You may not copy, reproduce, modify, distribute, display, transmit, or create derivative works from any part of the Avely platform, its design, content, features, or functionality without Avely's prior express written permission. Any unauthorized use of Avely's intellectual property constitutes a violation of these Terms and may subject you to civil and criminal liability.
7.3 Seller-Uploaded Content
Photographs and other content uploaded by sellers to the Platform remain the intellectual property of the respective seller. However, by uploading content to the Platform, sellers grant Avely a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, display, and distribute such content in connection with the operation, promotion, marketing, and improvement of the Platform and its Services.
7.4 AI-Generated Images
All AI-generated images created by Avely's system — including but not limited to model visualizations, catalog images, and any other images produced through Avely's artificial intelligence technology — are the exclusive property of Avely. Users may not claim ownership of, download for external use, redistribute, or commercially exploit any AI-generated images produced by the Platform without Avely's prior express written consent.
7.5 Prohibited Activities — Scraping, Copying, and Reverse Engineering
You are strictly prohibited from: scraping, crawling, or using any automated means to extract data, images, or content from the Platform; copying, mirroring, or reproducing any portion of the Platform's content or functionality; reverse-engineering, decompiling, disassembling, or attempting to derive the source code, algorithms, or underlying technology of the Platform; creating any competing product or service based on the Platform's design, features, or technology. Any violation of this section may result in immediate account termination and legal action.
7.6 Third-Party Content
Avely respects intellectual property rights. If you believe content on the Platform infringes your intellectual property rights, please submit a notice to our designated contact address. Avely will investigate valid notices and take appropriate action, which may include removing infringing content and suspending the responsible User's account.
7.7 Repeat Infringers
Avely operates a repeat infringer policy. Users who are found to have repeatedly infringed third-party intellectual property rights will have their accounts permanently terminated.
8. Limitation of Liability
8.1 Disclaimer of Warranties
The Platform and all Services are provided on an "as is" and "as available" basis, without any warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
8.2 No Liability for Marketplace Transactions
To the fullest extent permitted by applicable law, Avely shall not be liable for:
- Any product defects, inaccuracies, non-delivery, late delivery, damage, or loss arising from a seller-buyer transaction;
- Any fraudulent listings, counterfeit goods, or misrepresentations by sellers;
- Any disputes arising between buyers and sellers;
- Any indirect, incidental, special, consequential, or punitive damages;
- Any damages arising from unauthorized access to user accounts;
- Any loss of data, profits, revenue, goodwill, or business opportunity.
8.3 Maximum Liability Cap
Where Avely is found liable under any legal theory, Avely's maximum aggregate liability shall not exceed the total amount of fees paid by the claimant to Avely during the twelve (12) months immediately preceding the claim.
9. Dispute Resolution
9.1 Buyer-Seller Disputes
Disputes arising between buyers and sellers in connection with a transaction are primarily the responsibility of the parties involved. Avely may, at its discretion, offer mediation assistance, but Avely is under no obligation to resolve buyer-seller disputes.
9.2 Disputes with Avely
Any claim, dispute, or controversy arising out of or related to these Terms or the Services shall be resolved first through good faith negotiation, then mediation, and finally through the exclusive jurisdiction of the competent courts located in Tel Aviv, Israel.
9.3 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of law principles.
10. Account Termination and Suspension
10.1 Termination by User
You may terminate your account at any time by following the account deletion procedure in your account settings. Termination does not affect any obligations incurred prior to termination.
10.2 Termination by Avely
Avely reserves the right to suspend or permanently terminate any User account, at its sole discretion, with or without notice, for breach of these Terms, fraudulent activity, repeated intellectual property infringement, or any conduct Avely reasonably determines to be harmful to the Platform or its Users.
11. Modifications to Terms
Avely reserves the right to modify these Terms at any time. When material changes are made, Avely will provide notice through the Platform or by email. Continued use of the Platform following the effective date of any modified Terms constitutes your acceptance of the changes.
12. Contact
For questions regarding these Terms, please contact: legal@avely.com