Terms and Conditions
Website Terms and Conditions

These Website Terms and Conditions ("Terms") govern your access to and use of our website, online store and related services (collectively, the "Site"), and the purchase of products ("Products") from the Site.

The Site is operated by Prior Matter Retail Inc., a corporation duly organized and existing under the laws of the Republic of the Philippines, with its principal office at Lot 18 Block 5 Teachers Village Phase 1 Barangay 16 Kawit-East Washington Drive, Legazpi City, Albay, Philippines. ("Prior Matter", "we", "us", "our"). Our brand is "Prior Matter", and our store is hosted on the Shopify platform.

By visiting or using the Site and/or purchasing a Product from us, you ("you", "Customer") agree to be bound by these Terms. If you do not agree to all of these Terms, you must not access or use the Site or purchase Products.

Part A – General Terms
1. About Prior Matter

1.1. Prior Matter Retail Inc. is a Philippine corporation engaged in the curation and sale of archival, pre-owned and contemporary womenswear and related products via the Site.

1.2. Corporate details:

• Registered name: Prior Matter Retail Inc.

• Trading name: Prior Matter

• Business address: Lot 18 Block 5 Teachers Village Phase 1 Barangay 16 Kawit-East Washington Drive, Legazpi City, Albay, Philippines

• Email: matters@priormatter.com

• Contact number: +63 952 477 9104

• SEC registration number: 2025090220714-00

• BIR registration / TIN: 686-431-496-00000

1.3. Our online store is hosted and powered by Shopify, which provides us with the e-commerce platform that enables us to sell Products to you. The contract for the sale of Products is solely between you and Prior Matter Retail Inc., not between you and Shopify.

2. Scope of These Terms

2.1. These Terms apply to:

• a. your access to and use of the Site (including browsing, reading content, creating an account, and interacting with any features); and

• b. all orders and purchases of Products made through the Site for delivery to the locations we accept from time to time.

2.2. Additional policies that form part of these Terms include:

• Our Privacy Policy;

• Our Returns and Exchanges Policy;

• Our Shipping Policy; and

• Any other policy we publish on the Site and expressly incorporate into these Terms (collectively, the "Policies").

2.3. If there is any inconsistency between these Terms and any Policy, the document that is more protective of Prior Matter will prevail, to the extent permitted by applicable law.

3. Changes to These Terms

3.1. We may update, change or replace any part of these Terms at any time by posting the revised version on the Site and updating the "Last updated" date above.

3.2. Your continued use of the Site after any such changes constitute your acceptance of the updated Terms. For orders of Products, the version of the Terms in effect at the time you place your order will apply to that order.

3.3. We may also, at any time and without liability, modify or discontinue the Site or any part of it, with or without notice.

4. Definitions

In these Terms:

• "Accepted Payment Methods" shall refer to the following: via Debit or Credit Cards (VISA, MasterCard and JCB) and PayPal.

• "Archive Imagery" means any runway, campaign, editorial, or other reference imagery displayed on the Site in connection with a Product for contextual or visual reference only and which may not depict the actual Product offered for sale.

• "Authorized Delivery Locations" shall mean the following locations: Hong Kong SAR, Malaysia, Singapore, South Korea, Indonesia, Macao SAR, Taiwan, Thailand (Collectively referred to as "Zone 1"), Australia, Japan, New Zealand, Bangladesh, Bhutan, Brunei, Cambodia, China, India, Laos, Maldives, Myanmar (Burma), Nepal, Sri Lanka, Vietnam, Papua New Guinea (Collectively referred to as "Zone 2"), Austria, Belgium, Czechia, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Poland, Portugal, Spain, Sweden, Switzerland, United Kingdom, Armenia, Azerbaijan, Bahrain, Cyprus, Albania, Andorra, Bosnia & Herzegovina, Bulgaria, Croatia, Estonia, Gibraltar, Greece, Guernsey, Hungary, Jersey, Kosovo, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, Montenegro, North Macedonia, Romania, Serbia, Slovakia, Slovenia, Vatican City (Collectively referred to as "Zone 3"), Canada, United States, Mexico (Collectively referred to as "Zone 4"), & United Arab Emirates, Kuwait, Oman, Qatar, Saudi Arabia, Timor-Leste, Iceland, San Marino (Collectively referred to as "Zone 5").

• "Business Day" means any day on which banks in the Philippines are generally open for business, excluding Saturdays, Sundays and public holidays.

• "Condition Report" means a written or electronic summary we provide, upon your request, describing our assessment of a Product’s condition at a particular point in time.

• "Customer" means an individual, of legal age, possess a valid debit or credit card (or any other accepted payment method) deemed acceptable by Prior Matter and are able to receive the Order at the time of purchase to any of the Authorized Delivery Locations.

• "Customer Service Email" shall refer to matters@priormatter.com.

• "Date of Dispatch" shall mean the day after the 3 day processing period.

• "Intellectual Property Rights" means all intellectual property rights, whether registered or unregistered, including copyrights, trademarks, service marks, trade names, trade dress, logos, designs, domain names, database rights, design rights and all similar rights.

• "Order" means a request placed by a Customer via the Site to purchase Products.

• "PH" means the Republic of the Philippines.

• "Processing Period" shall mean the period right after the Order has been placed by the Customer.

• "Product" means the goods, including garments, accessories and objects, offered for sale by Prior Matter to the Customer via the Site.

• "Product Detail Page" means the specific webpage on the Site dedicated to an individual Product, where information regarding its materials, condition, sizing measurements, pricing, and availability is displayed.

• "Product Images" means the original photographs of Products displayed on the Site, excluding any Archive Imagery.

• "Product Information" shall mean all information relevant to the Product in its respective Product Detail Page.

• "Product Price" means the original Price at which a Product is offered for sale on the Site. Unless otherwise stated, the Product Price for orders shipped outside the Philippines may be exclusive of any customs duties, import taxes, and other charges. The Product Price is generally expressed in United States Dollars (USD).

• "Working Day" has the same meaning as Business Day.

Part B – Terms of Purchase (Online Store)
5. Eligibility and Consumer Status

5.1. By placing an Order, you represent and warrant that:

• you are at least 18 years old, or of legal age in your jurisdiction; and

• you have the legal capacity to enter into binding contracts.

5.2. We reserve the right to refuse service, cancel Orders or limit the quantity of Products sold to any person if we suspect breach of these Terms.

6. Nature of Our Products

6.1. Our selection includes archival, vintage, and limited-availability garments, accessories and objects. These Products may show signs of age, previous wear, alterations, repairs or inherent variations due to materials, age and prior use which all shall be declared in each Product Detail Page.

6.2. We aim to describe each Product as accurately as reasonably possible, including information about:

• designer or brand;

• approximate season or collection (where known);

• materials, construction and notable design details;

• condition observations and/or grading (e.g., "Pristine", "Excellent", "Fair", etc.); and

• measurements and fit.

6.3. Condition Observations. Our collection consists of pieces that date as far back as 30 years. Condition observations are based on our Appraisal and Assessment Process. We strive to accurately describe the condition of each piece through the following criteria:

• Pristine: Unused or virtually unworn pieces with no perceptible signs of wear.

• Excellent: Well-preserved pieces with minimal signs of wear.

• Very good: Lightly worn pieces with minor or inconspicuous wear from regular use.

• Good: Pieces showing noticeable signs of wear typical of regular use.

• Fair: Pieces with substantial wear and visible damage throughout.

Minor imperfections, variations or signs of age that are typical of archival or pre-owned garments do not necessarily constitute a defect and should be expected as part of the nature of these Products.

6.4. Sizing. As sizing naturally varies between garments, and size labels don't always reflect actual fit, we have made product-specific measurements available under the Measurements tab on each Product Detail Page to help you select pieces with the optimal fit. For the best sense of how a certain piece may fit you, we recommend comparing the provided measurements with a similar piece you already own.

6.5. Colors. Colors and textures may appear differently on different screens and devices. While we make reasonable efforts to display Product images accurately, we cannot guarantee that your device's display of any color will be accurate.

6.6. Availability. Many of our Products are one-of-one or extremely limited in quantity. Once sold, they may not be restocked or available again.

6.7. Image editing and corrections. Product photographs may be edited for exposure, color balance, perspective, cropping, and removal of minor background particulates in order to more accurately reflect the appearance of the merchandise. Despite these efforts, actual colors, textures, and finishes may still vary depending on your device display, ambient lighting, and other factors. While we make reasonable efforts to ensure that photography and descriptions are accurate, variations in display technologies and individual device settings mean we cannot guarantee that the colors, tones, or finishes you see on your screen will exactly match the Product in person.

6.8. Archive and alternate images. Where archive, runway, or campaign imagery is shown as an alternate image for a Product, such imagery is provided purely for contextual and visual reference and may not depict the actual item offered for sale. Please rely on the dedicated product photographs and written description on the Product page when making your purchasing decision.

6.9. Condition reports. If you require more detailed information about an item’s condition, you may request a written condition report before placing an Order by contacting us at matters@priormatter.com and quoting the Product name or SKU. Any condition report reflects our good-faith, subjective assessment based on visual inspection at the time of the report and does not constitute a guarantee or warranty that the Product is free from all possible defects, signs of wear, or age-related changes.

6.10. Independent reseller. Unless expressly stated otherwise on a Product page, Prior Matter acts solely as an independent reseller of archival and pre-owned pieces and is not an authorized retailer, distributor, or partner of the brands or designers whose items we offer.

7. Ordering Process and Contract Formation

7.1. To place an Order via the Site, you will generally need to:

• select the Product(s) you wish to purchase and add them to your cart;

• proceed to the Product Detail Page and review the imagery and Product Information before proceeding to checkout;

• you are required to provide complete and accurate information, including your First Name, Last Name, email address, phone number, and billing details. Your shipping address must detail the Country, Street Address, City, relevant Subdivision (Region/State), and ZIP/Postal Code. Note: If your address is a condominium or office building (or similar multi-unit structure), we highly recommend that you input the unit and floor number; failure to do so might interfere with the delivery of your product;

• review your Order details, including but not limited to; Product(s), Product Information, Product Price(s), shipping costs, and applicable taxes; and

• complete payment using one of the Accepted Payment Methods.

7.2. After you place an Order, you will receive an order acknowledgment email to indicate our receipt of your Order. This acknowledgment does not yet constitute acceptance of your Order or formation of a contract.

7.3. Your Order is an offer to purchase Products from us. We are not obliged to accept your Order and may, in our sole discretion, decline or cancel any Order for any reason, including (without limitation):

• Product unavailability or stock issues; errors in pricing or Product information;

• suspected fraudulent activity or breach of these Terms;

• inability to process payment;

• restrictions on shipping to your address; or

• any other reasonable ground.

7.4. A binding contract for the sale of Products between you and Prior Matter is formed only when we dispatch the Product(s) and send you a shipping or dispatch confirmation email. Until then, we reserve the right to refuse or cancel your Order and, where applicable, refund any payment received.

7.5. If we are unable to accept or fulfill your Order (in whole or in part), we will notify you through a Order Cancellation Email within the Processing Period and, where you have already been charged, provide a refund of the relevant amount through your original payment method within a reasonable time, depending on the payment method used.

7.6. Authorized Delivery Locations. We only accept Orders for Products to be delivered to the Authorized Delivery Locations listed in Section 4. If an Order is placed for delivery to a location that is not an Authorized Delivery Location, we may cancel the Order and refund any amounts you have paid.

8. Product Availability

8.1. All Orders are subject to availability. Because many Products are vintage, it is possible that a Product may become unavailable between the time it is placed in your cart and the time your Order is processed.

8.2. We reserve the right to discontinue any Product at any time and to limit the quantities of any Products that we offer.

9. Product Prices, Currency, Taxes and Duties

9.1. Currency and Pricing. All orders are processed in USD ($). The converted currencies displayed on the Site are only estimates; we have provided an automated currency conversion feature to help you in making an informed choice on pricing.

9.2. Taxes and Duties.

• Import duties and tax are included for all orders bound to select territories: Hong Kong and Philippines.

• For the rest of the world, orders are shipped on a DDU (delivery duty unpaid) basis.

• Product Prices may be exclusive of any customs duties, import taxes, and other charges that may be imposed by the destination country.

• You are responsible for paying all such amounts, unless we explicitly state on the Site that they are included in the Product Price or covered by us.

• We cannot be held responsible for any costs, taxes, or delays due to customs, over which we have no control.

• If a Product cannot be delivered because you fail or refuse to pay import duties, taxes or other required charges, or you otherwise fail to cooperate with customs or the carrier, the shipment may be returned or destroyed in accordance with local regulations. Where a shipment is returned to us, we may, at our discretion: (i) reship the Product to you once you have paid any additional shipping and import costs; or (ii) treat the Order as cancelled and issue a refund of the Product Price less any shipping, import, return, and handling costs actually incurred by us. Where a shipment is seized, destroyed or otherwise not returned to us, we will not be obliged to issue a refund.

• For any requests relating to Customs Declaration for your purchase, please contact us before placing your order.

9.3. Product Price Errors. We take reasonable care to ensure that Product Prices on the Site are accurate. However, errors may occur.

• Should a pricing error be discovered for any Product in your Order, we reserve the right to cancel the Order and will notify you via email of this action. You will then have the option to re-order the Product once it has been correctly re-listed in the Catalog.

• If we are unable to contact you, we will treat the Order as cancelled in respect of the mislisted Priced Product and refund any amounts paid for that Product according to our Refund Policy.

• We are not obliged to provide a Product at an incorrect (lower) Product Price if the pricing error is obvious and could reasonably have been recognized by you as an error.

9.4. Product Price Changes and Exchange Rates. Product Prices are subject to change at any time without notice, but changes will not affect Orders already accepted and dispatched unless it is considered an error in Product pricing. If your payment card or account is in a currency other than USD, the final Product Price charged in your local currency will depend on your bank, card issuer or payment service provider and any applicable foreign exchange rates and fees. We are not responsible for such charges.

10. Payment

10.1. You must pay the full Product Price of the Products, along with any applicable shipping fees, taxes, and duties, at the time of placing the Order using one of the Accepted Payment Methods supported by the Site:

• Credit/debit cards: Visa, MasterCard, JCB

• PayPal

• Other methods as we may make available from time to time.

10.2. Payment processing is handled by Shopify and/or one or more third-party payment processors. Your use of these payment services may be subject to the terms and conditions and privacy policies of such third parties. We are not responsible for any errors, delays or security breaches that are attributable to these third parties, to the extent permitted by Philippine law.

10.3. By submitting payment information, you represent and warrant that you are authorized to use any of the Accepted Payment Methods and that you authorize us (and our third-party payment processors) to charge the full amount of your Order.

10.4. All Orders are subject to successful authorization and validation checks. We may cancel or suspend an Order if payment cannot be processed or is later reversed.

11. Shipping, Delivery and Risk of Loss — A. General & Order Processing

11.1. We always aim to process and ship orders at the first opportunity. The regular processing time is up to three (3) Working Days following the Processing Period before your Order is dispatched (the Date of Dispatch). All orders are prepared from our stockhouse in Metro Manila.

11.2. Domestic Shipping (Philippines). For domestic orders, we offer complimentary delivery for all orders through LBC Express. For addresses within Metro Manila, we offer complimentary hand-delivery, which can optionally be selected on checkout.

11.3. International Shipping. For international orders, we offer complimentary delivery via DHL Express for a minimum order value of USD 400. For purchases below this value, standard rates apply.

11.4. Delivery Times. Hand-Delivery options deliver orders within 1 to 2 Working days from date of dispatch. LBC Express delivers orders within 2 to 3 Working days from date of dispatch. DHL Express delivers orders within 2 to 10 Working days from the date of dispatch. This timeframe does not include any delays that may arise from customs clearance and/or deliveries to rural areas. To ensure accurate delivery to your address, please make sure to include specific address details such as your suite number and company name, if applicable.

11.5. Shipping Rates (For Orders Below USD 400 International):

• Domestic (Philippines): Complimentary

• Zone 1 ($37): Hong Kong SAR, Malaysia, Singapore, South Korea, Indonesia, Macao SAR, Taiwan, Thailand

• Zone 2 ($52): Australia, Japan, New Zealand, Bangladesh, Bhutan, Brunei, Cambodia, China, India, Laos, Maldives, Myanmar (Burma), Nepal, Sri Lanka, Vietnam, Papua New Guinea

• Zone 3 ($65): Austria, Belgium, Czechia, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Poland, Portugal, Spain, Sweden, Switzerland, United Kingdom, Armenia, Azerbaijan, Bahrain, Cyprus, Albania, Andorra, Bosnia & Herzegovina, Bulgaria, Croatia, Estonia, Gibraltar, Greece, Guernsey, Hungary, Jersey, Kosovo, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, Montenegro, North Macedonia, Romania, Serbia, Slovakia, Slovenia, Vatican City

• Zone 4 ($80): Canada, United States, Mexico

• Zone 5 ($93): United Arab Emirates, Kuwait, Oman, Qatar, Saudi Arabia, Timor-Leste, Iceland, San Marino

11.6. Order Tracking. Once your order has been shipped, you will receive a shipping confirmation e-mail which includes an individual tracking link, allowing you to see the progress of your delivery.

11.7. Insurance. All purchases are insured for up to USD 400, in cases of lost packages whilst in transit to your address. If you might have concerns, you may request full insurance coverage through our customer service email, and we'll be happy to organize this for you.

11. Shipping — B. Risk and Title

11.8. Risk of loss, damage or deterioration in the Products passes to you once we hand the Order over to the carrier or courier at our dispatch location.

11.9. Title to the Products passes to you only upon our receipt of full payment of all amounts due in respect of the Products, including shipping fees and taxes.

11.10. Once the tracking information from DHL Express shows that your purchase has been delivered to the address specified in your Order, responsibility for any loss, theft or damage passes to you, except where we are required by law to remain liable (for example, for faulty or misdescribed Products). After this point, any delivery-related disputes (e.g. stolen packages from your doorstep) must be raised directly with the carrier or your local authorities.

11.11. Our complementary transit insurance covers loss in transit up to a maximum of USD 400 per shipment. To the extent permitted by law, we are not liable for any loss in transit above this amount unless you have requested and paid for additional insurance coverage in writing before dispatch.

11. Shipping — C. Delivery Address and Receipt

11.12. You are responsible for ensuring that the shipping address and contact information you provide are accurate and complete. We are not liable for any delay, non-delivery or misdelivery due to incorrect or incomplete information provided by you.

11.13. If the carrier returns a shipment to us because of incorrect or incomplete address, failure to collect, refusal to accept, or other reasons attributable to you, we may:

• Charge you for re-delivery; and/or

• Treat the Order as cancelled (subject to our Returns and Exchanges Policy), at our discretion.

11.14. If you do not receive your Order by the expected delivery date, you must notify us at matters@priormatter.com within 7 Business Days from that date. If you fail to notify us within that period, the Order may be deemed delivered and received, without prejudice to any non-waivable rights you may have under applicable law.

11. Shipping — D. International Shipping, Customs and Import Duties

11.15. For Orders shipped outside the Philippines, your Order may be subject to import duties, taxes and other charges imposed by the customs authorities or other authorities in the destination country.

11.16. You are responsible for paying all such duties, taxes and charges; We do not control these charges and cannot predict their amount; and We are not liable for any delays, holds or seizures by customs authorities.

11.17. You agree to comply with all applicable laws and regulations of the country to which the Products are shipped and to provide any information required by customs or the carrier to facilitate import.

11.18. Forwarders and PO boxes. We may refuse delivery to freight forwarders, virtual addresses, PO boxes, or similar redirection services where we reasonably believe this may increase the risk of loss, fraud, or resale.

12. Returns and Faulty Products (The Returns and Exchanges Policy)

12.1. General Rule. All sales are final for reasons of change of mind or buyer's remorse. However, nothing in this clause limits the consumer's right to seek repair, replacement, or a refund if the Product is found to be defective, faulty, or not materially as described in its Product Detail Page, as mandated by the Consumer Act of the Philippines (RA 7394) and its Implementing Rules.

12.2. Product Returns by Carrier. Products that are returned to us by the courier due to reasons attributable to you (including incorrect or incomplete address, failure to collect, or refusal to accept delivery) are not eligible for a refund. You may request reshipment at your cost, including any additional shipping and handling fees. This does not affect your rights where a Product is defective or not as described, or where the return is due to our error or that of the carrier. Reshipment must be paid for by the buyer, subject to standard DHL Express rates (subject to change) as displayed on our Shipment page.

12.3. Order Cancellation by Prior Matter. Prior Matter reserves the right to cancel orders for pieces that for any reason have become unavailable at the time of purchase, and/or at our sole discretion. In such cases, we will provide you with a full refund.

12.4. Faulty/Misdescribed Products. If you believe a Product is faulty, damaged or not as described, you must contact us at matters@priormatter.com you should contact us as soon as reasonably possible after discovering the issue and, in any event, no later than five (5) Working days from delivery, unless a longer period is required by applicable laws, providing:

• your order number;

• a description of the issue; and

• clear photographs of the Product and any packaging, labels or documentation.

12.5. Inspection. We may require that you return the Product to us for inspection. Upon receipt, we will assess the Returned Product and verify its condition against our internal records, including dated photographs, dated videos, and dated written condition reports prepared prior to shipment.

If, upon inspection, we determine that the Product is indeed faulty or not as described in a material way, the Customer shall be entitled to choose one of the following remedies within 30 Business days: (i) repair the Product (if feasible); (ii) replacement with a like or value-equivalent Product (subject to availability); (iii) a refund, with option for store credit; or (iv) partial refund with option for store credit. In the event repair or replacement is not feasible due to the unique nature of archival Products, a refund will be provided. Such refund will typically be processed through your original payment method within a reasonable period (subject to their respective lead times).

12.6. If we determine that the Product is not faulty or that damage is due to misuse, failure to follow care instructions, or normal wear and tear of an archival or pre-owned Product, we may decline your claim and return the Product to you at your cost.

12.7. Nothing in these Terms or in our Returns and Exchanges Policy is intended to limit or exclude any mandatory consumer rights you may have under applicable Philippine law.

13. Promotions, Discount Codes and Gift Cards

13.1. From time to time, we may offer promotions, discount codes, or other promotional offers. Such offers are subject to the specific terms and conditions stated at the time of the promotion, which form part of these Terms.

13.2. Promotions and discount codes generally:

• are valid only for a limited time;

• may be subject to minimum spend or other eligibility criteria;

• may not be used in conjunction with other offers, unless expressly stated; and

• are non-transferable, non-exchangeable and have no cash value.

13.3. We reserve the right to cancel, modify or revoke promotions and discount codes at any time without liability, including if we suspect fraud, misuse or error.

13.4. If we offer gift cards or store credits, these will be governed by additional terms made available at the time of purchase or issuance.

Part C – Website Terms of Use
14. License and Access to the Site

14.1. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal, non-commercial purposes.

14.2. You must not:

• use the Site for any unlawful, fraudulent or unauthorized purpose;

• copy, reproduce, duplicate, sell, resell or exploit any portion of the Site, use of the Site, or access to the Site without our express written permission;

• use any data mining, robots, scraping, or similar data-gathering methods; or

• remove, alter or obscure any proprietary notices on the Site.

14.3. We may suspend or terminate your access to the Site at any time, with or without notice, if we believe you have violated these Terms or if we consider it reasonably necessary to protect our interests or other users.

14.4. No loans or rentals of unsold merchandise. We do not loan, rent, consign, or otherwise ship unsold merchandise for press pulls, styling, fittings, editorial shoots, events, or any other non-purchase purposes. Requests to borrow or “try” unsold items outside the normal purchase and returns process will not be accommodated unless allowed by Prior Matter.

15. Intellectual Property

15.1. All content on the Site—including but not limited to text, images, photographs, product descriptions, lookbooks, graphics, logos, icons, audio clips, video clips, and software—is owned by or licensed to Prior Matter and is protected by Intellectual Property Rights under Philippine laws and international treaties.

15.2. Product photography. All original product photographs and other images on the Site (excluding any reference or runway imagery clearly identified as such) are owned by or licensed to Prior Matter. You may not copy, reproduce, distribute, publish, or otherwise use these images for any commercial purpose, including advertising or selling the same or similar products, without our prior written consent. You may not remove, obscure, or alter any watermark, logo, or proprietary notice that appears on such images.

15.3. "PRIOR MATTER" and any other trade names, logos or marks used on the Site are trademarks or trade dress of Prior Matter Retail Inc. or its licensors. You may not use them without our prior written consent.

15.4. Nothing in these Terms or on the Site grants you any license or right to use any Intellectual Property Rights except as expressly permitted by these Terms or by us in writing.

15.5. You must not:

• reproduce, distribute, publicly display, or create derivative works from Site content;

• reverse engineer, decompile or disassemble any part of the Site; or

• attempt to register any mark, name or domain that is identical or confusingly similar to our marks or branding.

• You must not use any image from the Site to advertise, market, or sell any product that was not purchased from Prior Matter or that is not clearly described as pre-owned and resold by you as a private individual.

15.6. Limited sharing with credit. Where we expressly allow you to share our product imagery (for example, by reposting a listing image on social media in connection with your purchase), you must (a) not modify the image in a misleading way, and (b) clearly credit Prior Matter as the source of the image in the caption or accompanying text. Any broader or commercial use of our images requires our prior written consent.

15.7. Archive and Reference Imagery. From time to time, we may display archive, runway, or campaign imagery as alternate or supporting images for a Product. These images are provided for visual reference only and may or may not depict the exact item offered for sale. Such images may be the copyrighted works of third parties and are used solely for editorial and informational purposes. All rights in these images remain with their respective copyright owners and no license to reproduce or exploit them is granted to you.

15.8. Copyright concerns. If you are the copyright owner (or represent a copyright owner) of any image displayed on the Site and believe that our use is infringing, please contact us at privacy@priormatter.com with sufficient details for us to identify the image. We will review your request and, where appropriate, amend or remove the content.

15.9. Third-party trademarks. All third-party trademarks, service marks, brand names, and logos appearing on the Site are the property of their respective owners. They are used only to identify the original designers and brands of the archival pieces we offer. Unless expressly stated otherwise, Prior Matter is an independent reseller and is not affiliated with, endorsed by, or sponsored by any of these third parties.

16. User Content (Reviews, Submissions and Feedback)

16.1. If you submit, upload or post any content to the Site or to us (such as reviews, comments, photos, suggestions or other materials) ("User Content"), you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, display and otherwise exploit such User Content in any media.

16.2. You represent and warrant that:

• you own or have the necessary rights to the User Content you submit;

• the User Content is accurate, not misleading, and does not infringe any third-party rights; and

• the User Content does not contain unlawful, defamatory, offensive, obscene, or otherwise objectionable material.

16.3. We are not obligated to maintain any User Content in confidence, pay you any compensation for User Content, or respond to User Content.

16.4. We may, but are not obligated to, monitor, edit or remove User Content that we determine, in our sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or in violation of any party's Intellectual Property Rights or these Terms.

17. Prohibited Uses

17.1. In addition to other prohibitions set out in these Terms, you must not use the Site:

• for any unlawful purpose or to solicit others to perform or participate in any unlawful acts;

• to violate any international, federal, provincial or local regulations, rules, laws, or ordinances;

• to infringe upon or violate our Intellectual Property Rights or the Intellectual Property Rights of others;

• to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate;

• to submit false or misleading information;

• to collect or track the personal information of others without consent;

• to upload or transmit viruses or any other type of malicious code;

• to spam, phish, pharm, pretext, spider, crawl, or scrape;

• for any obscene or immoral purpose; or

• to interfere with or circumvent the security features of the Site or any related website.

17.2. We reserve the right to terminate your use of the Site for violating any of the prohibited uses.

18. Third-Party Tools and Links

18.1. We may provide you with access to third-party tools over which we do not monitor or have any control or input. You acknowledge that we provide access to such tools "as is" and "as available", without any warranty, representation or condition of any kind and without endorsement.

18.2. The Site may also contain links to third-party websites or services that are not owned or controlled by us. We are not responsible for the content, policies, or practices of any third-party websites or services.

18.3. Your use of third-party tools or websites is entirely at your own risk and discretion and may be subject to the terms and conditions of the third parties.

19. Accuracy, Completeness and Timeliness of Information

19.1. We endeavor to ensure that information on the Site is accurate and up to date. However, we do not warrant that any information, including Product descriptions, availability, pricing, or editorial content, is accurate, complete, current or error-free.

19.2. The material on the Site is provided for general information and aesthetic presentation and should not be relied upon as the sole basis for making decisions without consulting primary sources or professional advice where appropriate.

19.3. Historical information on the Site (e.g., past collections, archive pieces) may not be current and is provided for reference only.

Part D – Legal
21. Disclaimer of Warranties

21.1. To the fullest extent permitted by applicable law, the Site and all Products and services delivered to you through the Site are provided on an "as is" and "as available" basis, without any representations, warranties or conditions of any kind, whether express or implied.

21.2. Without limiting the generality of the foregoing, we do not warrant that:

• the Site will be uninterrupted, timely, secure or error-free;

• any errors or defects will be corrected;

• the Site or servers are free of viruses or other harmful components; or

• the quality of any Products, services, information or other materials obtained by you will meet your expectations, beyond what is expressly stated in our descriptions and required by law.

21.3. Any warranties, conditions and terms implied by law (including as to merchantability, satisfactory quality, fitness for a particular purpose, durability, title and non-infringement) are excluded to the fullest extent permitted by law.

22. Limitation of Liability

22.1. Nothing in these Terms is intended to exclude or limit any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.

22.2. To the fullest extent permitted by law:

• we are not liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profit, revenue, savings, data, goodwill or reputation, arising out of or in connection with your use of the Site or purchase of Products; and

• our total aggregate liability to you for all claims arising out of or relating to the Site, the Products or these Terms, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed the total amount paid by you to us for the relevant Product(s) giving rise to the claim.

22.3. We are not responsible for any failure to perform or delay in performing any of our obligations where such failure or delay is due to events beyond our reasonable control, as described in the Force Majeure clause below.

22.4. If you use the Site for business or commercial purposes, you acknowledge that we provide the Site and Products only for private, personal and domestic use, and that we will have no liability for any business losses.

23. Indemnity

23.1. You agree to indemnify, defend and hold harmless Prior Matter Retail Inc., its directors, officers, employees, agents, affiliates, contractors, service providers, suppliers, and licensors from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• your breach of these Terms or any Policy;

• your violation of any law or the rights of any third party; or

• your use or misuse of the Site or the Products.

24. Force Majeure

24.1. We will not be liable for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events beyond our reasonable control, including but not limited to:

• acts of God, natural disasters, earthquakes, floods, typhoons or pandemics;

• fires or explosions;

• wars, terrorism, riots, civil commotion or armed conflict;

• strikes, lockouts or other industrial disputes;

• breakdown of systems or network access, hacking, cyberattacks or telecommunications failures;

• governmental actions, regulations, embargoes or restrictions;

• breakdown or disruption in transportation, logistics or supply chains.

24.2. Our performance will be deemed suspended for the period that the force majeure event continues, and we will have an extension of time for performance for the duration of that period. We will use reasonable efforts to find a solution by which our obligations may be performed despite the force majeure event.

24.3. If the force majeure event continues for more than 60 days, we may cancel the affected Order(s) and refund any amounts paid for Products not delivered.

25. Governing Law and Dispute Resolution

25.1. These Terms, your use of the Site, and any contracts for the sale of Products formed through the Site are governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to conflict of law principles.

25.2. You and we agree to submit to the exclusive jurisdiction of the courts of Legazpi City, Philippines to resolve any dispute or claim arising out of or relating to these Terms, the Site, or any Products purchased via the Site, except where applicable law mandates a different jurisdiction.

25.3. Where required by mandatory consumer protection laws in your country of residence (if different from the Philippines), you may have additional rights and may be entitled to bring proceedings in your local courts. Nothing in these Terms is intended to limit such non-waivable rights.

26. Changes, Assignment and Entire Agreement

26.1. We may assign or transfer any of our rights and obligations under these Terms to another entity within our corporate group or to a successor or acquirer, without your consent.

26.2. You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

26.3. These Terms, together with the Policies and any other terms expressly incorporated by reference, constitute the entire agreement between you and Prior Matter Retail Inc. and supersede all prior agreements, understandings, communications and proposals, whether oral or written, between you and us.

27. Severability

27.1. If any provision of these Terms is found to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

28. No Waiver

28.1. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

28.2. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Prior Matter Retail Inc.

29. Contact Details

If you have any questions about these Terms, the Site or your Orders, please contact us at:

• Prior Matter Retail Inc.

• Trading as "Prior Matter"

• Address: Lot 18 Block 5 Teachers Village Phase 1 Barangay 16 Kawit-East Washington Drive, Legazpi City, Albay, Philippines

• Email: matters@priormatter.com

• Contact number: +63 952 477 9104