GOOD SOCIETY LLC

CONSIGNMENT AGREEMENT

Last Updated: February 2026

This Consignment Agreement (“Agreement”) is entered into by and between Good Society LLC, a California limited liability company (“Good Society”), and the individual consigning inventory for resale (“Consignor”). By reserving a closet or placing inventory within Good Society’s retail location in Tustin, California, Consignor agrees to be bound by the following terms.

  1. Relationship of the Parties: Consignor consigns inventory to Good Society for resale to retail customers. Consignor is an independent consignor and not an employee, agent, partner, joint venturer, franchisee, or representative of Good Society. Consignor’s reservation of a closet constitutes a revocable license to use designated space within Good Society’s premises and does not create any tenancy, leasehold, or other real property interest. Good Society reserves the right to refuse service or participation at its sole discretion. Refusal of service does not guarantee any refund.

  2. Consignment Period: Closets are reserved for one (1) week at a time, beginning Saturday at 8:00 a.m. and ending Friday at 8:00 p.m. (the “Consignment Period”). Consignor must complete setup between 8:00 a.m. and 10:00 a.m. on the first Saturday of the Consignment Period. If Consignor fails to appear by 10:00 a.m. and has not contacted the store, Good Society may immediately reassign the closet without compensation. If Consignor has contacted the store prior to 10:00 a.m., Consignor must complete setup no later than 12:00 p.m. on that same Saturday or the closet may be reassigned at Good Society’s discretion. Good Society may limit consecutive reservations at its discretion. This Agreement governs the entire duration during which Consignor’s inventory remains in Good Society’s possession.

  3. Commission and Payment: Upon the sale of Consignor’s inventory, Good Society shall pay Consignor two-thirds (2/3), or 66.67%, of the total revenue actually collected from the sale of each item, excluding sales tax (the “Consignment Commission”), and Good Society shall retain one-third (1/3), or 33.33%. The commission shall be calculated based on the final selling price actually collected, including any Consignor-approved discounts. Payment processing fees, if applicable, shall follow the same split structure. In the event Good Society issues a refund or processes a chargeback for any sale, the corresponding Consignment Commission may be reversed or adjusted accordingly. Good Society collects and remits applicable sales tax. Good Society reserves the right to modify commission rates for future reservations only, and such modifications shall not apply retroactively. Payouts shall be issued via Venmo within three (3) to five (5) business days after the Consignment Period ends, provided all inventory has been removed. Consignor is solely responsible for providing an accurate Venmo handle. All percentage calculations shall be rounded to the nearest cent.

  4. Sales Records: All sales shall be recorded through Good Society’s point-of-sale system. Good Society’s records shall be deemed conclusive absent manifest error. Upon reasonable written request, Good Society may provide a summary of sales for the applicable Consignment Period.

  5. First Reservation Guarantee: For Consignor’s first reservation only, Good Society offers payout up to the amount paid for the closet reservation if the Consignment Commission earned during the Consignment Period is less than the reservation fee, provided that: (a) Consignor completes setup between 8:00 a.m. and 10:00 a.m. on the first Saturday of the Consignment Period; (b) Consignor fully participates in the storewide Friday promotional discount in effect during the Consignment Period; and (c) Consignor removes all inventory between 7:00 p.m. and 8:00 p.m. on the final Friday of the Consignment Period. If these conditions are satisfied and the Consignment Commission earned is less than the reservation fee, Good Society shall issue a payout equal to the full reservation fee in lieu of the lesser commission amount.

  6. Inventory Standards and Representations: Consignor represents and warrants that Consignor is the lawful owner of all consigned items and that such items are authentic, legally sellable, and compliant with applicable law. Consignor determines pricing and must securely tag all items with closet number and price. Good Society may remove any item at its sole discretion, including items that are counterfeit, damaged, stained, unsafe, expired, defective, or inconsistent with store standards. Counterfeit items may result in permanent removal from participation.

  7. Removal and Abandonment: Consignor must remove all inventory between 7:00 p.m. and 8:00 p.m. on the final Friday of the Consignment Period. Failure to do so may result in a $20 removal fee. Inventory not retrieved within five (5) days shall be deemed abandoned and ownership shall transfer to Good Society.

  8. Risk of Loss and Limitation of Liability: Consignor assumes all risk of loss associated with consigned items. Except to the extent caused by Good Society’s gross negligence or willful misconduct, Good Society shall not be liable for any alleged lost, stolen, or damaged items. In no event shall Good Society’s aggregate liability to Consignor exceed the total commission earned by Consignor during the applicable Consignment Period giving rise to the claim. Good Society shall not be liable for theft, casualty, or loss caused by third parties.

  9. Indemnification: Consignor agrees to indemnify, defend, and hold harmless Good Society from any claims, damages, liabilities, losses, or expenses arising from Consignor’s inventory, including but not limited to authenticity disputes, intellectual property claims, or product safety issues.

  10. Cancellations and Rescheduling: Reservations are non-refundable. Consignor may reschedule without fee if done by Wednesday prior to the Consignment Period. Beginning Thursday before the Consignment Period, a $20 rescheduling fee per closet may apply.

  11. Store Closures: Good Society may temporarily close due to acts of God, emergencies, power outages, staffing shortages, or other circumstances beyond its reasonable control. No additional compensation shall be owed for such closures.

  12. Modification: Good Society may modify this Agreement at any time. Updated terms shall apply to future reservations only. Continued participation following notice of updated terms constitutes acceptance of such terms.

  13. Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

  14. No Waiver: Failure by Good Society to enforce any provision shall not constitute a waiver of that provision or any other provision.

  15. Governing Law and Venue: This Agreement shall be governed by the laws of the State of California. Any dispute arising under this Agreement shall be brought exclusively in the state or federal courts located in Orange County, California.

  16. Attorneys’ Fees: In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

  17. Confidential Information and Non-Solicitation: Consignor acknowledges that Good Society’s business methods, operational systems, pricing strategies, vendor relationships, and marketing approaches constitute confidential and proprietary information. Consignor agrees not to use or disclose such information for any purpose other than participation in Good Society. During the Consignment Period and for twelve (12) months thereafter, Consignor shall not directly and intentionally solicit other Good Society consignors with whom Consignor had material contact during the Consignment Period for the purpose of inducing them to terminate or materially reduce their participation with Good Society.

  18. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or agreements, whether oral or written.