Lulu’s Fashion Lounge, LLC
Wholesale Terms and Conditions

Last Updated: June 18, 2024

Lulu’s Fashion Lounge, LLC’s (“Lulus” or the “Company”) acceptance of your wholesale orders is expressly made conditional on Your agreement to these Wholesale Terms and Conditions (“Terms”). The Terms set forth below will govern all transactions between you (“You” or “Customer”) and Lulus. These Terms include our Privacy Notice, which is available at https://www.luluswholesale.com/#privacy, and hereby incorporated by reference. Lulus specifically rejects any terms or provisions which set any standards, specifications or damages related to quality and time of delivery or which contradict or purportedly claim to supersede these Terms. By placing Your wholesale order, You acknowledge and agree to these Terms.

Lulus may revise these Terms at any time, so You should check Lulus’ Brand Page on NuOrder periodically to review the Terms that apply to Your orders. Should You have any questions concerning the Terms or any Lulus’ policies, please contact us at wholesale@lulus.com.

1. Orders. All wholesale orders must be placed through NuOrder. All orders are subject to final approval by Lulus, which shall be at its sole and absolute discretion. Following approval by Lulus, orders may not be changed or canceled without Lulus’ written approval. You may request cancellation of a purchase order by submitting a written request to wholesale@lulus.com. You shall reimburse Lulus for all expenses resulting from any change that decreases the total of your initial order or cancellation.
2. Minimums. For seasonal collections, a minimum of three (3) styles must be ordered, with at least six (6) units ordered for each style. For immediates (i.e., units that are available to ship immediately), a minimum of six (6) units must be ordered for any selected style. Size breaks are at Your discretion.
3. Price and Tax. You will pay the price for the product as listed in NuOrder on the date You place Your order, including any applicable federal, state, or local taxes. If applicable, You are responsible for providing to Lulus a valid tax exemption certificate authorized by the appropriate taxing authority. No adjustments or discounts to the price of a product will be given unless agreed to in writing by Lulus. Lulus may correct typographical or other errors in pricing, may reduce or cancel any discounts previously offered to You, and may change its prices at any time.
4. Retail Prices. Excepting only genuine seasonal sales or other occasional promotions conducted by You, Lulus recommends that You resell the products to the public (i) at the suggested retail prices listed in NuOrder; and (ii) at a regular price no less than the regular prices that Lulus sells the products for on its website, www.lulus.com. However, nothing contained herein shall obligate You to resell the products at any particular price.
5. Payment Terms. You agree to provide a valid credit card with sufficient available funds in the NuOrder platform prior to the shipment of goods. Lulus will charge this credit card upon shipment of goods. If You make a payment in foreign (non-U.S.) currency, You will be responsible for any applicable foreign transaction fees. Lulus will be entitled to suspend performance of any order or obligation to You if the designated credit card on file is closed or if there are insufficient funds available on the credit card to satisfy Your order balance. If any subsequent chargebacks or disputes are initiated with Your credit card company related to valid charges made by Lulus on Your credit card, Lulus may invoice You for the balance owed plus reimbursement for any fees incurred.
6. Title to Product. Title to and risk of loss for the product will pass to You upon delivery of the product to You or the carrier at the shipping point.
7. Shipping and Delivery. Lulus will deliver products to Your FOB shipping point by the method of shipment and routing determined by Lulus, except as otherwise specifically agreed in writing between You and Lulus. You agree to pay Lulus for all shipping charges as established by Lulus during order placement or checkout. Shipments are subject to the standard limitations on loss or liability imposed by the carrier, except to the extent You submit a prior written request for higher loss coverage as available from the carrier at Your cost. Any delivery dates specified are estimates only and time is not of the essence. Lulus may deliver all of the products at one time or in separate packages from time to time. All deliveries are subject to modifications or cancellation due to events beyond Lulus’ reasonable control, including acts of God, compliance with any law, order, rule or regulation of any governmental or other authority, delay in transportation, labor disputes, strikes, failure of equipment or systems, or shortages of any labor or materials or services.
8. Permitted Sales. Lulus grants You the non-exclusive, non-transferable right to sell Lulus’ products in accordance with these Terms. You agree that You are purchasing the products for the purposes of trade or business only. You will sell products only at locations and through sales channels that have been approved by Lulus (hereinafter “Authorized Location”). Approval of all Authorized Locations shall be at the sole and absolute discretion of Lulus. Products may not be sold by You at any other location without the prior written consent of Lulus. You agree that You shall comply with the following:
   1. You may sell products under any store name and/or at any physical store location that has been approved by Lulus as an Authorized Location. You acknowledge and agree that Lulus may approve other retailers and sales without regard to Your location, and nothing in these Terms limits Lulus’ right to own, operate or appoint third parties to own or operate Lulus’ store locations.
   2. You have no exclusive territory with respect to Lulus’ products.
   3. You may not sell or ship products to any other retailer or wholesaler without the prior written consent of Lulus. Except as otherwise approved by Lulus in writing, all sales of Lulus’ products must be at retail only, for a customer’s personal consumption and not for resale to an end consumer.
   4. You shall not engage in sales via the internet, unless otherwise approved in writing by Lulus, and shall not accept orders or sell product through the internet. Notwithstanding the foregoing, You may advertise Lulus’ product through those channels to create or enhance customer awareness of products and/or to indicate the availability of products at Your Authorized Location so long as no sales are commenced through these channels and You comply with all Advertising and Marketing Guidelines in Section 10 below.
   5. You are prohibited, in any and all circumstances, from directly or indirectly selling Lulus’ products to or through any online marketplace or auction website, including but not limited to, Amazon, eBay or similar websites. 
   6. You shall maintain Your Authorized Location in a clean, safe and compliant manner. The interior and exterior of Your Authorized Location must be and remain tasteful and consistent with the standards and image of Lulus’ brand.
9. General Restrictions. You agree You will not directly or indirectly: (a) sell, consign or otherwise transfer Lulus’ product (i) other than at Your Authorized Location; (ii) to another retailer or wholesaler; or (iii) to a customer where You know or should know, based on the circumstances of the transaction, that the product is intended for resale; (b) purchase or sell, offer to sell, or distribute (including at no cost), counterfeit Lulus goods; (c) purchase authentic Lulus goods from any third party or sell or offer to sell product on behalf of or for the account of, any other third party; (d) if Lulus sets a launch date for a particular product, sell that product prior to the date and time stated by Lulus; (e) mislead customers with respect to prices, services, or any other aspect, characteristic, or feature of Lulus or its products; (f) represent that the Authorized Location is owned, operated, or controlled by Lulus; or (g) use “Lulus” or any word related to “Lulus” by sight, sound or meaning in Your corporate, business or trade name.
10. Advertising and Marketing Guidelines. You acknowledge Lulus’ sole ownership of and exclusive right, title and interest in Lulus Intellectual Property (defined in Section 11 below), including Lulus’ name, trademarks, product names, product images, product descriptions, campaign images and other creative assets. You understand that Lulus Intellectual Property may only be used by You subject to these Terms and any brand guidelines that Lulus may establish from time to time. You agree to comply with the following:
    1. You may use Lulus’ name, trademarks, product names and product descriptions to identify You as an Authorized Location and to identify the Lulus’ products You have for sale. When using Lulus’ name, Lulus must be written as “Lulus” or tagged @lulus. You must not use an apostrophe or asterisk or capitalize the second L.
    2. If You want to use a Lulus’ product or campaign image, You must reach out to wholesale@lulus.com for prior written approval of the specific images and additional guidelines. If approved, You must use the most current product or campaign images supplied by Lulus, present all images in high resolution and follow any additional guidelines provided by Lulus. You may not alter, distort, or blur such images, or otherwise present Lulus or its products in a poor light.
    3. You may not use Lulus Intellectual Property in connection with the sale or advertising of goods that are not Lulus’ products, or in any way that implies to customers that non-Lulus products are authorized or endorsed by Lulus.
    4. You may not create, sell or give away promotional merchandise bearing any Lulus Intellectual Property, such as t-shirts and bags.
    5. You may not use Lulus Intellectual Property to advertise or make products available through any of the following means without obtaining prior written approval from Lulus, which may be revoked by Lulus at any time in its sole discretion:
       1. Paid Search or Paid Display Ads;
       2. Affiliate Marketing;
       3. Store Windows & External Signs;
       4. Broadcast Marketing, including television, radio and podcasts; and
       5. Third Party Intermediaries, including Google and Amazon Marketplace.
    6. You agree that Lulus may use Your store’s name in Lulus’ advertising, marketing, promotional, and/or sales materials, such as a list on Lulus’ website of stores that carry Lulus’ product.
11. Intellectual Property. You acknowledge Lulus’ sole ownership of and exclusive right, title and interest in and to the name “LULUS” and all other trademarks, copyrights, trade names, trade dress, company or business names, domain names, internet addresses, designs, symbols, and other Lulus’ marks (hereinafter “Lulus Intellectual Property”) owned by Lulus or its affiliates. You shall not, nor attempt to, register, adopt or use in any jurisdiction any Lulus Intellectual Property or any such trademarks, copyrights, trade names, trade dress, company or business names, domain names, internet addresses, designs, or symbols identical or confusingly similar with Lulus Intellectual Property. You agree You will not use any marks confusingly similar to Lulus’ Intellectual Property. You agree that You will not use or display Lulus Intellectual Property in a manner that would disparage or damage them, or represent that You have any ownership in, or attempt to license, Lulus Intellectual Property. All goodwill associated with Your use of Lulus Intellectual Property will be owned exclusively by Lulus. You agree You will comply with any Lulus’ Intellectual Property standards and guidelines, which Lulus may provide and circulate from time to time. You shall immediately notify Lulus of any apparent or actual infringement or improper use of Lulus Intellectual Property that comes to Your attention, or claim by any person of any rights in Lulus Intellectual Property, and You shall not communicate with any person other than Lulus in connection with any such infringement, improper use, or claim. Lulus shall have the sole discretion to take or refrain from taking any action that Lulus deems appropriate in connection with any possible or actual infringement, improper use, or claim described in this section. Lulus shall have the right to exclusively control any litigation, U.S. Patent and Trademark Office or other proceeding that arises from such infringement, improper use, or claim or that otherwise relates to any Lulus Intellectual Property. You agree to execute any and all instruments and documents and render such assistance that Lulus considers necessary or advisable to protect and maintain Lulus’ interest in Lulus Intellectual Property. If any third party brings a claim, suit or proceeding against You alleging that Your use of Lulus Intellectual Property in accordance with these Terms infringes the intellectual property of such third party, then Lulus, at its own expense and in its sole discretion, and subject to Your compliance with these Terms shall (i) defend, or at its option, settle such claim, suit or proceeding and (ii) pay any final non-appealable judgment entered or settlement against You; provided however that Lulus shall not be responsible for any settlement made without its prior written consent. Lulus shall have no such obligation to You unless (i) You give Lulus prompt written notice of the claim; (ii) Lulus is given the right to control and direct the investigation, preparation, defense and settlement of the claim; and (iii) You fully cooperate with Lulus in such defense and settlement.
12. Returns. All sales are final, and no return of non-damaged product will be accepted without prior written authorization from Lulus. If Lulus determines that it erred on the quantity, style or other aspect regarding the shipment of product, Lulus will authorize the return and will send You an authorization number. Lulus will not approve return requests received more than fourteen (14) days after delivery of those products. Lulus will not issue any refunds or apply any credits for products that do not have a return authorization. Your return package should be marked with the applicable authorization number. Any product returned to Lulus that does not have a return authorization will be disposed of by Lulus in a manner it so chooses.
13. Damaged Product. You shall inspect all products for damage before offering them for sale and shall not sell any products (including packaging materials) that are damaged or defective, unless Lulus has specifically authorized such sales in writing. Prior written return authorization from Lulus for damaged products is required. If a return is approved, Lulus will authorize the return and will send You an authorization number. Damaged products should be shipped in packages marked “DAMAGED” and be marked with the applicable authorization number. Lulus will inspect returned product upon receipt and determine whether such product is actually of inferior quality. If inspection reveals no legitimate reason to issue credit, Lulus will inform You that there is “No Credit” and such product will be immediately disposed of in a manner Lulus so chooses.
14. Representations and Warranties.
    1. Lulus warrants that upon delivery, the products will be free from defects in material and workmanship under proper and normal use. Products shall be considered “defective” if the defect materially impairs the value of the products for their intended use to You or the end-user. Lulus further warrants that all products will be produced and furnished in accordance with applicable laws and regulations.
    2. You represent, warrant, and covenant to Lulus on a continuing basis that:
       1. Your business is duly organized, validly existing and in good standing under the laws of the jurisdiction of Your business’s incorporation or organization, and have the power and authority to execute, deliver, and perform its obligations in accordance with these Terms;
       2. You shall obtain and maintain any and all permits, licenses, certifications, regulatory approvals and consents required in connection with Your operation of the Authorized Location(s) and shall operate all Authorized Location(s) in a professional manner and in accordance with applicable law;
       3. You have instituted security measures to protect credit cards and other personal information from unauthorized access and/or use in a manner consistent with industry best practices and applicable law;
       4. You will render prompt, effective and courteous customer service before, during and after the retail sale of Lulus’ product; and
       5. You will comply with applicable law in connection with performance of its obligations under these Terms.
15. Remedies and Disclaimer of Warranties. If any product is defective, Lulus’ sole and exclusive liability to You will be, at Lulus’ election, to either: (i) replace that defective product; or (b) refund the amount You paid for that defective product. Lulus’ liability for any defect in the products, whether based on contract, tort, warranty, strict liability, or any other theory, shall not exceed the purchase price of the defective product. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IN PARTICULAR, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE REMEDY OF REPAIR OR REPLACEMENT PROVIDED UNDER THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES. LULUS SHALL HAVE NO LIABILITY TO YOU FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY NOT CAUSED BY NEGLIGENCE OF LULUS, PROPERTY DAMAGE, LOST PROFITS OR OTHER ECONOMIC INJURY DUE TO ANY DEFECT IN THE PRODUCTS OR ANY BREACH OF THESE TERMS BY LULUS. LULUS SHALL NOT BE LIABLE TO YOU IN TORT FOR ANY DEFECT IN THE DESIGN OR MANUFACTURE OF THE PRODUCTS.
16. Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL LULUS BE OBLIGATED UNDER THIS AGREEMENT OR LIABLE TO YOU, WHETHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR COST OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION NEGLIGENCE), EVEN IF LULUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND LULUS’ TOTAL, AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL OF ALL ORDERS PLACED BY YOU OVER THE PRECEDING SIX (6) MONTHS.
17. Confidentiality. You acknowledge that You may have access to information owned or controlled by Lulus or Lulus’ affiliates, disclosure of which would cause substantial or irreparable harm to Lulus (“Confidential Information”). Confidential Information includes, but is not limited to, all information relating in any manner to Lulus’ contemplated new products, future product releases and services, marketing and advertising plans and campaigns, sales projections, creative campaigns, financial information, budgets and projections, employees, equipment, product and materials specifications, product designs and design techniques, customer information, vendor and any other non-public material disclosed to You or to which You gain access. You shall protect Lulus’ Confidential Information by using the same degree of care with respect to such information that You would exercise with its own confidential information or trade secrets, but in any event no less than reasonable care. You shall make Confidential Information available only to those employees of Yours who need to know the information in connection with Your business, and shall not disclose Confidential Information to any third party. Confidential Information does not include information that You can establish: (i) was in the public domain at the time it was disclosed to You; (ii) entered the public domain subsequent to the time it was disclosed to You, through no fault of Yours; (iii) was in Your possession free of any obligation of confidence at the time it was disclosed to You; (iv) was rightfully communicated to You free of any obligation of confidence subsequent to the time it was disclosed to You; or (v) was developed by Your employees or agents who had no access to any Confidential Information.
18. Publicity. You shall immediately notify Lulus in writing if You receive a request from any third party for an interview or statement about Lulus or Lulus’ products. You agree not to answer questions or give statements about Your relationship with Lulus or discuss Lulus’ products if You know or have reason to believe that the purpose of the request is to create content for any type of publication, including but not limited to, in television, radio or print or online media, without Lulus’ prior written approval. You shall not hold Yourself out as a representative of Lulus in any interview or statement whether or not it is recorded or intended for publication.
19. Termination and Lulus’ Rights. If You do not comply with the Terms, Lulus, in its sole and absolute discretion, may refuse to accept or ship any new wholesale orders to You and may terminate business with You as an authorized seller of Lulus’ product. Lulus has all rights and remedies given to sellers by applicable law, and Lulus’ rights and remedies are cumulative and may be exercised from time to time by Lulus. No waiver by Lulus of any breach of the Terms by You shall be effective unless in writing nor operate as a waiver of any other breach. Lulus shall not lose any right because it has not exercised that right in the past.
20. Attorney’s Fees and Applicable Law. You agree to pay all costs, collection agency fees, expenses, and reasonable attorney fees (whether incurred prior to, at trial or on appeal) incurred by Lulus in connection with Your breach of these Terms. This agreement between You and Lulus shall be considered to have been made in the State of California, and the Terms shall be governed by and interpreted according to California law, without giving effect to conflict of law principles. Any action arising out of or relating to the Terms may be brought only in a federal or state court in California, and You irrevocably consent that such court shall have personal jurisdiction over You, and You waive any objection that the court is an inconvenient forum. You agree You will not initiate an action against Lulus in any other jurisdiction.
21. Dispute Resolution; Arbitration Agreement; Class Action Waiver [Last Updated: June 18, 2024]
    1. Any dispute, claim, or controversy between You and Lulus and its predecessors in interest, successors, and assigns, as well as each of their respective past, present, and future parents, subsidiaries and affiliates (collectively, “Lulus Parties”, “we,” “us”, “our”) (“Dispute” or “Disputes”), including but not limited to Disputes arising out of or relating in any way to the your Order or the Terms (including those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Terms), whether such Disputes arose before, on, or subsequent to you entering these Terms, and if not resolved through the informal dispute resolution procedure set forth below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.
    2. Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and Lulus Parties each agree to send the other party a written Notice of Dispute (“Notice of Dispute” or “Notice”). A Notice of Dispute from You to Lulus Parties must be emailed to legal@lulus.com (“Notice Address”). Any Notice of Dispute must include (i) the claimant’s full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the claim or dispute; (iii) any relevant facts regarding claimant’s order(s), including whether claimant receives any emails associated with Lulus’ services, whether claimant has made a purchase from Lulus Parties, and if so, the date(s) of the purchase(s); and (iv) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only Your dispute and no other person’s dispute. Lulus Parties will send any Notice of Dispute to You at the email address or mailing address it has for You, if any.
    3. After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution.
    4. Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that You and Lulus Parties have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.
    5. If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, You and Lulus Parties each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve claims through submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing will take place as close to your residence as practicable, or another agreed upon locale, and shall be before one arbitrator.
    6. All Disputes shall be submitted to National Arbitration and Mediation (“NAM”), www.namadr.com, for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “NAM Rules”), except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the NAM Rules. A form for initiating arbitration proceedings is available on NAM’s website at https://www.namadr.com/resources/rules-fees-forms/. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the claim to be deemed properly filed. For additional information on how to commence an arbitration proceeding, you can contact NAM at customerservice@namadr.com.
22. Relationship of Parties. The relationship between You and Lulus is established by the Terms and is that of vendor-purchaser. Nothing contained herein shall be construed to create a partnership, joint venture, franchisor/franchisee relationship, employer/employee relationship or any other relationship. You may not represent that You and Lulus are partners, joint venturers, principal and agent, or employer and employee. Lulus is an independent contractor under the Terms.
23. Notices. Any notice under the Terms must be given in English and made by certified or registered mail, overnight commercial courier, or email addressed to You at the primary address listed in NuOrder and addressed to Lulus at Lulu’s Fashion Lounge, LLC, Attn: Legal Department, 195 Humboldt Avenue, Chico, CA 95928 or legal@lulus.com. The effective dates of such notice shall be: (i) five (5) days following the date mailed for certified or registered letters; (ii) two (2) days following the date mailed for overnight letters; and (iii) two (2) days following the date sent for emails.
24. Miscellaneous. If any provision of the Terms is invalid or unenforceable under any applicable law, the provision shall be ineffective to that extent and for the duration of the illegality, but the remaining provisions shall be unaffected. You shall not assign any of its rights nor delegate any of its obligations under the Terms without the prior written consent of Lulus. The Terms shall be binding upon and enforceable by and against You and Lulus, and their respective legal representatives, successors, and assigns. The Terms contain the entire agreement and understanding between the parties with respect to its subject matter and supersedes prior and contemporaneous oral and written agreements, commitments and understandings concerning that subject matter.

Lulu’s Fashion Lounge, LLC
Privacy Notice

Effective: July 17, 2023

If you are a California resident, please see the Supplemental Information for California Residents section below for more information about your specific privacy rights.

If you are an EU, UK, Switzerland or Canadian resident, please see the Supplemental Information for EEA, EU, Switzerland and Canada section below for more information about who is the controller, the legal basis for processing, and your specific data protection rights.

This Privacy Notice (“Notice”) describes how Lulu’s Fashion Lounge, LLC, together with its subsidiaries and affiliates (collectively, "Company" "us," "we," or "our") processes Personal Data about employees of our wholesale partners (“Business Contacts”). If you interact with our website, use our products or services, or otherwise engage with us outside of our business relationship, Lulus’ Privacy Policy at www.lulus.com/customerservice/privacypolicy applies to any Personal Data we process through those interactions, not this Notice.

Whenever you interact with us on behalf of another individual or entity, such as by providing or accessing Personal Data about another individual, you need to obtain their consent (or have the legal authority without consent) to share any Personal Data you provide to us.

Changes: We may update this Notice from time to time. Any updated Notice will be effective when posted on the Company’s Brand Page in NuOrder. Please check this Notice periodically for updates. If any of the changes are unacceptable to you, you should stop interacting with us. When required under applicable law, we will notify you of any changes to this Notice via email.

1. Sources of Personal Data

“Personal Data” is any information relating to an identified or identifiable natural person and in some jurisdictions, information relating to an identified or identifiable household.

We collect Personal Data about you from the following sources:

1. Directly from you. We may collect Personal Data you provide to us directly, such as when you communicate with us or inquire about our or your products or services.
2. From third parties. We may collect Personal Data from third parties, such as publicly available sources including public profiles and websites, data brokers, or others interacting with us.

We may combine information that we receive from the various sources described in this Notice, including third party sources, and use or disclose it for the purposes identified below.

2. Types of Personal Data We Collect

We may collect the following types of Personal Data:

1. Identifiers, such as your name, email address, physical business address, telephone number, business contact information, account number, and/or information you provide during our business relationship.
2. Business Contact Records, such as signatures.
3. Commercial information, such as information about products you order; personal opinions or insights included in any feedback relating to your interactions with us; other commercial or financial information; and legal information relating to your commercial interactions with us, such as fraud checks or flags raised about our transactions with you, complaints and information related to their resolution.
4. Professional or employment-related information, such as job title, organization, professional licenses, credentials, professional specialty, professional affiliations, and other professional information.

3. How We Use Personal Data

We may use Personal Data for the following purposes:

1. To purchase or sell products and services, such as verifying business information; assessing financial, credit or insurance risks arising from any relationship or prospective relationship with a wholesale partner; communicating with you about products, services, promotions and/or Company guidelines; responding to requests, complaints, and inquiries; and providing similar services or otherwise facilitating your relationship with us, including requesting/processing your feedback.
2. For our internal business purposes, such as creating, maintaining, or servicing accounts; issuing or fulfilling purchase orders, shipping or receiving orders; maintaining internal business records; enforcing our policies and guidelines; conducting organizational analysis; completing management reporting; auditing; maintaining records on business activities, such as accounting, commercial, procurement, document management and other similar activities; budgeting; and real estate management.
3. For our internal research and product improvement purposes, such as verifying or maintaining the quality or safety of our products or services; improving our products and services; and debugging and repairing errors with our systems, networks, and equipment.
4. For legal, safety or security reasons, such as complying with legal requirements; complying with reporting and similar requirements; investigating and responding to claims against the Company and its customers; completing due diligence (such as in connection with a corporate transaction); protecting you, our customers’, and other third parties’ safety, property or rights; detecting, preventing, and responding to security incidents; and protecting against malicious, deceptive, fraudulent, or illegal activity.
5. In connection with a corporate transaction, such as if we acquire, or some or all of our assets are acquired by, another entity, including through a sale in connection with bankruptcy and other forms of corporate change.

We may use anonymized, de-identified, or aggregated information for any purpose permitted by law.

4. How We Disclose Personal Data

We may disclose Personal Data to third parties, including to the categories of recipients described below:

1. Affiliates and subsidiaries, including parent entities, corporate affiliates, subsidiaries, business units, and other companies that share common ownership.
2. Service providers that work on our behalf to support our relationship with you, such as IT providers, and companies that provide business support services to fulfill orders.
3. Professional consultants, such as accountants, lawyers, and financial advisors.
4. Vendors necessary to complete transactions, such as shipping companies, logistics providers.
5. Law enforcement or other government agencies, for legal, security, or safety purposes, such as when we share information to comply with law or legal requirements; to enforce or apply our Wholesale Terms and Conditions, our website Terms of Use (located at https://www.lulus.com/customerservice/termsofuse) and other agreements; and to protect our, your, our customers’, or other third parties' safety, property, rights, or vital interests.
6. With other entities in connection with a corporate transaction, such as if we, or some or all of our assets, are acquired by another entity, including through a sale in connection with bankruptcy or other forms of corporate change.
7. Entities to which you have consented to the disclosure.

5. Data Security and Data Retention

We maintain reasonable security procedures and technical and organizational measures to protect your Personal Data against accidental or unlawful destruction, loss, disclosure or use.

Your Personal Data will be retained as long as necessary to fulfill the purposes we have outlined above unless we are required to do otherwise by applicable law. This includes retaining your Personal Data to maintain our business relationship with you or your company; improve our business over time; ensure the ongoing legality, safety and security of our services and relationships; or otherwise in accordance with our internal retention procedures. Once you or your company has terminated your relationship with us, we may retain your Personal Data in our systems and records in order to ensure adequate fulfillment of surviving provisions in terminated contracts or for other legitimate business purposes, such as to enable easier future user onboarding, in order to demonstrate our business practices and contractual obligations, or to provide you with information about our products and services in case of interest. If you would like to know more about the retention periods applicable to your Personal Data, you can contact us using details provided in Section 8 below.

6. Contact Information

If you have questions regarding this Notice, please contact privacy@lulus.com.

7. Supplemental Information for California Residents

1. Rights Concerning Personal Data

California residents may have the following rights concerning their Personal Data:

• Right to Know. You have the right to request information about the categories of Personal Data we have collected about you, the categories of sources from which we collected the Personal Data, the purposes for collecting, selling, or sharing the Personal Data, and the categories of third parties with whom we have shared, sold, or disclosed your Personal Data, as well as the specific pieces of Personal Data we have collected about you.
• Right to Delete. You have the right to request that we delete Personal Data that we have collected from you.
• Right to Correct. You have the right to request that we correct inaccurate Personal Data that we maintain about you.

California residents may request to exercise their privacy rights by calling our toll free number (1-866-918-5858) or by emailing privacy@lulus.com.

Verification: In order to process rights requests, we may need to obtain information to locate you in our records or verify your identity depending on the nature of the request. In most cases, we will collect some or all of the following data elements: first and last name, email address, and/or telephone number. In some cases, we may request different or additional information, including a signed declaration that you are who you say you are. We will inform you if we need such information.

Authorized Agents: Authorized agents may exercise rights on behalf of you by submitting a request via email to privacy@lulus.com and indicating that they are submitting the request as an agent. We may require the agent to demonstrate authority to act on behalf of you by providing signed permission from you. We may also require you to verify your own identity directly with us or to directly confirm with us that you provided the authorized agent permission to submit the request.

B. Disclosure of Personal Data

Below please find a chart detailing the categories of Personal Data we disclosed and the categories of third parties to whom we disclosed each category in the past 12 months. We do not “sell” or “share” Business Contact Personal Data (as “sell” or “share” is defined in the CCPA).

8. Supplemental information for the EEA, UK, Switzerland and Canada

The following terms supplement the above disclosures with respect to our processing of European Economic Area (i.e., European Union Member States, Iceland, Liechtenstein and Norway) (“EEA”), UK, Swiss, and Canadian Personal Data. To the extent applicable, in the event of any conflict or inconsistency between the other parts of the Notice and the terms of this Section 10, this Section 10 shall govern and prevail with regards to the processing of EEA, UK, Swiss and Canadian Personal Data.

Data Controller

Unless otherwise specified, the entity responsible for the processing of your Personal Data and acting as the controller is the Company entity with which you have a primary relationship, such as the entity that entered into the sales, service, or supply contract with you, the entity that provided you with marketing or promotional materials and communications, the entity in the country for which we created a local website, or the entity whose representatives you have been communicating with.

If you have any questions about controllership, do not hesitate to contact us using the information in Section 8 above.

Legal Bases for Processing

We rely on the following legal grounds for the collection, use, and other processing of your Personal Data:

A. Processing Purpose: To purchase products and services from you or your company(Section 3.A).

• Performance of a contract to which you are a party or to take steps at your request prior to entering into a contract.
• Compliance with a legal or statutory obligation to which we are subject.
• Legitimate interests as set out in Section 3 above.
• Your consent, when appropriate.

B. Processing Purpose: For our internal business purposes (Section 3.B).

• Performance of a contract to which you are a party or to take steps at your request prior to entering into a contract.
• Compliance with a legal or statutory obligation to which we are subject.
• Legitimate interests as set out in Section 3 above.
• Your consent, when appropriate.

C. Processing Purpose: For our internal research and product improvement purposes (Section 3.C).

• Legitimate interests as set out in Section 3 above.
• Your consent, when appropriate.

D. Processing Purpose: For legal, safety or security reasons (Section 3.D).

• Performance of a contract to which you are a party or to take steps at your request prior to entering into a contract.
• Compliance with a legal or statutory obligation to which we are subject.
• Legitimate interests as set out in Section 3 above.
• Establishment, exercise or defense of legal claims.
• Protection of vital interests.
• Your consent, when appropriate.

E. Processing Purpose: In connection with a corporate transaction, if applicable (Section 3.E).

• Legitimate interests as set out in Section 3 above.
• Your consent, when appropriate.

Your Data Protection Rights

Under the conditions set by applicable data protection laws, you may exercise certain rights regarding your Personal Data.

• Right to Access. You have the right to obtain confirmation from us whether we are processing your Personal Data and related information, as well as the right to obtain a copy of your Personal Data undergoing processing.
• Right to Data Portability. You may receive your Personal Data that you have provided to us in a structured, commonly used and machine-readable format.
• Right to Rectification. You have the right to request the rectification of inaccurate Personal Data and to have incomplete data completed.
• Right to Objection. You have the right to object to the processing of your Personal Data in certain cases.
• Right to Restrict Processing. You may request that we restrict the processing of your Personal Data in certain cases.
• Right to Erasure. You may request that we erase your Personal Data in certain cases.
• Right to Lodge a Complaint. You have the right to lodge a complaint with a supervisory authority in the country where you reside or where the conduct that is the subject of the complaint occurred.
• Right to Refuse or Withdraw Consent. In case we ask for your consent to process your Personal Data, you are free to refuse to give it. If you have given your consent, you may withdraw it at any time without any adverse consequences. The lawfulness of any processing of your Personal Data that occurred prior to the withdrawal of your consent will not be affected.
• Right to Not Be Subject to Automated Decision-making. You have the right to not to be subject to a decision based solely on automated processing and to be given more information about why any such decision was made.

You may exercise these rights by contacting us by privacy@lulus.com. Before responding to your request, we may ask you to verify your identity and to provide further details about your request. We will endeavor to respond within an appropriate timeframe and, in any event, within any timescales required by applicable laws and regulations.

International Transfers of Personal Data

Due to the global nature of our operations, some of the recipients mentioned in Section 4 of the Notice may be located in countries outside the EEA, UK or Switzerland that do not provide an adequate level of data protection as defined by data protection laws in the EEA, UK and Switzerland. Certain third countries, such as Canada, have been officially recognized by the European Commission and UK Secretary of State as providing an adequate level of protection. Transfers within our corporate group or to third parties located in countries that have not received such recognition take place using an acceptable data transfer mechanism, such as the EU and/or UK Standard Contractual Clauses, Binding Corporate Rules, approved Codes of Conduct and Certifications, on the basis of permissible statutory derogations, or any other valid data transfer mechanism issued by the EEA, UK or Swiss authorities.

Please reach out to us using the contact information in Section 8 above if you want to receive further information about how we transfer Personal Data or, where available, a copy of the relevant data transfer mechanism.

EU Representative

Representative in the EU

Lulus has designated McDermott Will & Emery Belgium LLP as its representative in the EU, whose registered address is at Avenue des Nerviens 9-31, 1040 Brussels, Belgium. For all EU GDPR related issues, you can contact our representative office by post at their registered address or email at Lulus-eu-representative@mwe.com. We recommend you use the email channel for time-saving reasons.

Representative in the UK

Lulus has designated McDermott Will & Emery UK LLP as its representative in the UK. For all UK GDPR related issues, you can contact our representative office by email at Lulus-uk-representative@mwe.com.