Terms of Service

Last Updated: January 17 2025

Welcome to RETRO//VRS (the "Platform"), owned and operated by RETROVRS Holdings, Inc. ("RETROVRS Holdings," "we," "us," or "our"), a Delaware C-Corporation. RETROVRS Holdings owns RETRO//VRS, Inc. (a Delaware C-Corp) and RETRO//VRS SAS (headquartered in Paris, France). Our principal mailing address for legal notices is:

RETROVRS Holdings, Inc.
10685B Hazelhurst Drive
Houston, TX 77043, USA

We also maintain offices at:

  • RETRO//VRS, Inc. – Los Angeles, CA 90036, USA
  • RETRO//VRS SAS – Paris, France 75008

These Terms govern your access to and use of the Platform, including the websites www.retrovrs.com and www.retrovrs.io, any mobile application(s), and related services (collectively, the "Services"). By accessing or using our Services in any way, you agree to be bound by these Terms, including the mandatory Arbitration Clause in Section 19.

If you do not agree with these Terms, you may not use or access the Services.

1. Eligibility

1.1 Age Requirement

You must be at least 16 years old to create an account or use our Services. By accessing or using the Services, you represent and warrant that:

  • You are at least 16; and
  • You have the legal capacity to enter into a binding agreement.

1.2 Geographic Scope

Our platform is accessible worldwide. However, if any aspect of the Services is prohibited by the laws of your jurisdiction, you are not authorized to use them. You are responsible for complying with all applicable local laws.

2. Beta / MVP V1 Disclaimer

2.1 Beta Status

RETRO//VRS is currently in a Beta stage (also referred to as "MVP V1"). Features may be incomplete, subject to change, or contain bugs. You acknowledge and agree that:

  • The Services may not be fully operational at all times.
  • Some features may change or be removed without notice.
  • You use the Services at your own risk.

2.2 No Guarantees

We make no guarantees about performance, reliability, or suitability of the Services during this Beta phase. Any feedback you provide may be used to improve the Services, and you grant us permission to use such feedback without restriction.

3. Description of Services

3.1 Overview

RETRO//VRS provides a peer-to-peer platform for buying, selling, and displaying pre-owned luxury goods. The Platform facilitates:

  • Listing & Selling: Sellers can list items (e.g., handbags, luxury apparel) for sale, including relevant photos.
  • Blockchain Records: We use blockchain technology to record third-party authentication data, receipts, repairs/refurbishments and track ownership.
  • Physical-Backed Tokens (PBTs): Items may be tokenized as "PBTs" or "RWAs" (Real-World Assets) on the blockchain for provenance and lifetime royalties distribution.
  • Curation: Users can showcase their collections without necessarily listing items for sale.

3.2 No Direct Authentication

We do not authenticate items ourselves. You acknowledge and agree that:

  • We integrate or reference third-party authenticators deemed reputable in the market.
  • Any authentication claims are facilitated by those third-party services, not by RETRO//VRS.

3.3 No Custody of Physical Goods

We do not physically store or handle items. All transactions and shipping occur directly between the buyer and the seller.

3.4 Partial Custody of Digital Assets

We currently custody PBTs on behalf of users in a "web 2.5" model. This means we store tokens in our managed (custodial) wallets rather than releasing private keys to users.

3.5 Session Security

To protect your account security:

  • Sessions automatically expire after 3 days of inactivity
  • We implement regular token rotation and security measures
  • You should log out when using shared or public devices
  • You are responsible for maintaining the security of your login credentials

4. Account Registration

4.1 Account Creation

To access certain features, you must create an account. During registration, you agree to:

  • Provide accurate, up-to-date information.
  • Maintain the confidentiality of your login credentials.
  • Notify us promptly of any unauthorized access or suspected breach of your account.

4.2 Account Types

We may offer different roles or account types (e.g., Seller, Buyer, Curator). Each role may have specific permissions or responsibilities. You agree to abide by any additional terms that apply to your chosen role.

4.3 One Account per User

You may create only one account unless we expressly authorize multiple. We reserve the right to suspend or terminate duplicate accounts.

5. Listing & Selling Items

5.1 Photos & Descriptions

You must provide accurate descriptions and high-quality photos of your item(s). Misrepresentation is strictly prohibited.

5.2 Prohibited & Counterfeit Goods

RETRO//VRS strictly prohibits the sale of counterfeit or fraudulently obtained goods. Any attempt to sell counterfeit items or infringe on intellectual property rights may result in immediate account termination and legal action where applicable.

5.3 Third-Party Authentication

You may choose to:

  • Purchase authentication from a third-party service, or
  • Upload existing certificates or proof of authenticity.

We will record the authentication documentation on the blockchain (when applicable), but we are not responsible for the content or accuracy of those documents.

5.4 Fees & Commission

  • Listing Fee: $0 (there is no charge to list an item).
  • Sale Commission:
    • Initial Sale: 12% of the sale price goes to RETRO//VRS; 88% to the seller.
    • Subsequent Resales: 12% total fee. 7% to RETRO//VRS, 5% to the equity/royalty pool (previous owners), 88% to the current seller.
  • Gas Fees: RETRO//VRS covers blockchain gas fees for minting or transferring PBTs.

5.5 Shipping

Sellers are responsible for properly packaging and shipping the item directly to the buyer. Buyers typically cover shipping costs unless otherwise agreed. We strongly recommend shipping insurance on high-value items.

6. Blockchain & Smart Contracts

6.1 Physical-Backed Tokens (PBTs)

When an item is sold on RETRO//VRS, we may create a digital token ("PBT") representing that item. You acknowledge that:

  • PBTs are for tracking provenance and distributing royalties, not for speculation.
  • We custody these tokens on your behalf; you cannot transfer them independently.
  • The token moves automatically with legitimate sales through our platform.

6.2 Smart Contract Risks

While we implement security best practices, smart contracts may contain bugs or vulnerabilities. You accept these risks when using our blockchain features.

6.3 Analytics

We use Google Analytics and Vercel Analytics to improve our Services. By using our platform, you consent to the collection of usage data as described in our Privacy Policy. You can opt out of Google Analytics, but not Vercel Analytics which is anonymous and does not collect personally identifiable information.

7. Payment Processing

7.1 Stripe

We partner with Stripe for payment and checkout processing. By using our Services, you also agree to Stripe's Terms of Service and privacy practices.

7.2 Currency

All transactions are processed in fiat currencies (e.g., USD, EUR). RETRO//VRS does not currently accept or process cryptocurrency payments.

7.3 Taxes & Duties

Buyers are responsible for any applicable taxes, import duties, or VAT unless the seller explicitly agrees to cover them. We do not guarantee that Stripe will calculate or remit VAT or other taxes on your behalf; it is your responsibility to comply with all applicable tax laws.

8. Returns & Refunds

8.1 Return Window

Once you receive the item, you have 3 days to inspect it and request a return if it is not as described or is damaged.

8.2 Initiating a Return

  • Email support@retrovrs.com within 3 days of receipt, stating your reason for return.
  • We will provide a Return Authorization if eligible.

8.3 Return Shipping

  • You must ship the item back to the seller within 3 days of receiving the Return Authorization.
  • Buyer bears all return shipping costs unless the seller has agreed to cover them in advance.

8.4 Refund Release

After the seller confirms receipt and condition of the returned item, we will facilitate the refund to the original payment method. Funds are typically released within a reasonable processing time.

9. User Conduct

9.1 Community Expectations

While we do not have a formal community code of conduct yet, users are expected to behave respectfully and lawfully. Examples of prohibited conduct include:

  • Listing illegal or counterfeit goods.
  • Harassing, threatening, or defrauding other users.
  • Uploading false or misleading information.

9.2 Suspension or Termination

We reserve the right to suspend or terminate any account that violates these Terms, without notice or liability.

10. Intellectual Property

10.1 Our IP

RETRO//VRS's logos, trademarks, branding, and overall Platform content are protected by intellectual property laws. You may not use them without our written permission.

10.2 User-Generated Content

By uploading photos, descriptions, or other content ("User Content"), you grant RETRO//VRS a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and distribute your User Content for the purpose of operating and promoting the Platform. You represent and warrant that you own or have the necessary rights to your User Content.

11. Privacy & GDPR

11.1 Privacy Policy

Our collection, use, and disclosure of personal data are described in our Privacy Policy, which is incorporated by reference into these Terms. You agree to review and abide by the Privacy Policy.

11.2 GDPR Compliance (EU Users)

  • Data Rights: EU users have the right to access, rectify, or erase their personal data, among other rights under the GDPR.
  • Exercise of Rights: To request data-related actions, please email support@retrovrs.com.
  • Data Storage & Transfers: By using the Platform, you consent to the transfer of your data to the United States and other countries where we or our partners operate.

12. Beta Warranty Disclaimer

You expressly understand and agree that your use of the Beta Services is at your sole risk. To the fullest extent permitted by law, the Services are provided "as is" and "as available," without warranty of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or course of dealing.

13. Limitation of Liability

To the fullest extent permitted by law, in no event shall RETROVRS Holdings or its affiliates (including RETRO//VRS, Inc. and RETRO//VRS SAS) be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

  • Your access to or use of (or inability to access or use) the Services;
  • Unauthorized access, use, or alteration of your transmissions or content;
  • Content or conduct of any third party on the Services;
  • Any product sold or purchased through the Services, including any disputes regarding authenticity;
  • Any other matter relating to the Services.

In no event shall the aggregate liability of RETROVRS Holdings or its affiliates exceed the greater of (a) the amount you paid to us in the 12 months preceding the event giving rise to the claim; or (b) USD $100.00.

13. No Liability for Authentication

We do not guarantee or warranty the authenticity of any items listed, nor are we responsible for the outcome of any third-party authentication. All authenticity claims are between the buyer, seller, and any involved third-party authenticator.

14. Release

Because we do not handle or physically possess items, any dispute about shipping, condition, authenticity, or damage is strictly between the buyer and the seller. You agree to release RETROVRS Holdings and its affiliates from any claims related to disputes between users of the Services.

15. Modifications & Updates

We reserve the right to modify or replace these Terms at any time. If we make significant changes, we will provide notice (e.g., by email, a notice on our website, or at login). Your continued use of the Services after any modifications indicates acceptance of the new Terms.

16. Termination

We may terminate or suspend your access immediately, without prior notice or liability, for any reason whatsoever, including if you breach these Terms. Upon termination, your right to use the Services will immediately cease. Sections of these Terms that by their nature should survive termination will remain in effect.

17. Governing Law

These Terms and any dispute arising under or relating to these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles.

18. Dispute Resolution & Arbitration

18.1 Mandatory Arbitration

You agree that any dispute or claim arising from or relating to these Terms or the use of the Services will be resolved by final and binding arbitration, administered by a recognized arbitration provider mutually agreed upon by the parties.

18.2 Class Action Waiver

To the maximum extent permitted by law, you agree to conduct any dispute resolution or litigation on an individual basis, and waive any right to participate in a class action or consolidated dispute.

18.3 Exception—Small Claims Court

You may assert claims in small claims court if the claims qualify and remain in that court's jurisdiction.

18.4 Opt-Out

If you do not wish to be bound by this arbitration clause, you must notify us in writing within 30 days of first becoming subject to it. Your written notification must be mailed to RETROVRS Holdings, 10685B Hazelhurst Drive, Houston, TX 77043, and must include:

  • Your name;
  • Your account email; and
  • A clear statement indicating you do not wish to resolve disputes with us through arbitration.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and RETROVRS Holdings regarding the Services.

19.2 Severability

If any provision of these Terms is deemed invalid, void, or unenforceable, that provision shall be severed and the remaining provisions will remain in full force and effect.

19.3 No Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

19.4 Headings

Section headings in these Terms are for convenience only and have no legal effect.

19.5 Language

These Terms are provided in English only. If any translation is provided, the English version shall control in case of discrepancies.

19.6 Contact Information

For questions about these Terms, or to send official notices, please contact us at:

Legal & Administrative Mailing Address
RETROVRS Holdings, Inc.
10685B Hazelhurst Drive
Houston, TX 77043, USA

Email: support@retrovrs.com

By using the RETRO//VRS Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.