EULA

EULA (Terms of Use)

 

Welcome to Software Group Inc. dba Traxia’s (“Traxia,” “us,” “we,” and “our”) online website (including all content and functionality available through the https://www.simpleconsign.com/ domain name, the “Site”).   We are delighted to provide you with access to the Site, our ResaleLoop marketplace (“ResaleLoop”), related data, our Simpleconsign proprietary software (the “Software”), and content, related documentation and information in connection with the offer, sale and buying services provided by Traxia (collectively, ResaleLoop, the Software and all services provided through the Site, including any shipping services, are referred to as the “Services”). The terms and conditions of this Terms of Use Agreement (the “Agreement”) govern your use of the Site and Services.  AS USED HEREIN, “AGREEMENT” SHALL MEAN, COLLECTIVELY, THESE TERMS OF USE, THE PRIVACY POLICY WHICH CAN BE FOUND AT _____________ (THE “PRIVACY POLICY”), AND EACH OF THE ANCILLARY AGREEMENTS LISTED BELOW AND LINKED TO THESE TERMS OF USE (COLLECTIVELY, THE “ANCILLARY AGREEMENTS”):

 

1. Acceptable Use Policy and Prohibited Products (“Prohibited Products”)
2. Any Offers to Buy and Sell Outside of “ResaleLoop” (the “Outside Sale Agreement”)
3. Arbitration Agreement (the “Arbitration Agreement”)
4. Feedback Policy (the “Feedback Policy”)
5. Shipping Terms (the “Shipping Terms”)

 

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING ANY OF OUR SERVICES. 

 

BY VISITING AND PROVIDING INFORMATION TO US THROUGH THE SITE, REGISTERING FOR AN ACCOUNT (AN “ACCOUNT”), AND/OR ACCESSING OR USING ANY PART OF THE SITE, YOU (THE TERMS “YOU”, “YOUR”, AND “YOURS” SHALL REFER TO ANY AND ALL USERS OF THE SITE (THE “USER”)) EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY (A) THE TERMS AND CONDITIONS OF THIS AGREEMENT, (B) OUR PRIVACY POLICY, AND (C) THE ANCILLARY AGREEMENTS. THIS AGREEMENT, THE PRIVACY POLICY AND THE ANCILLARY AGREEMENTS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND TRAXIA AND GOVERNS THE USE OF OUR CURRENT AND FUTURE SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU DO NOT HAVE OUR AUTHORIZATION TO USE ANY OF THE SERVICES AND YOU MAY NOT ACCESS OR USE ANY PORTION OF THE SITE OR SOFTWARE.   

 

We may modify this Agreement, the Privacy Policy, any Ancillary Agreements, and any portion thereof, including fees and prices of our Services, at any time, and such modification shall be effective immediately upon either posting of the modified Agreement or notifying you.   You agree to review this Agreement, the Privacy Policy, and the Ancillary Agreements periodically to ensure that you are aware of any modifications and you agree that your continued access or use of the Site shall be deemed your conclusive acceptance of the modified Agreement, the Privacy Policy, and/or the Ancillary Agreements, respectively.  

 

INTRODUCTION

 

ResaleLoop is an online marketplace that allows Users of our Services to sell their individual products (each a “Product”) and inventory of Products (the “Inventory”) directly online to other Users through a marketplace store (a “Store”) available on the Services.  A User that sells Inventory using our Services is a “Seller” and a User that purchases Product through our Services is a “Buyer”.  A Seller may use the Services to sell other third-party Products (the “Consignor”). Customers of Sellers who use ResaleLoop will be considered “Buyers” pursuant to this Agreement. The transaction in which a Product that is successfully sold from a Seller to a Buyer is referred to herein as a “Sale.”   Our Services may allow your own website and other online options (i.e., Facebook, etc.) to add or redirect your Inventory for sale.  There is no need for you to add your Inventory into another online marketing engine. You will only need to put your item once into the Software and we take care of the rest.  

 

As set forth in this Agreement, we do not guarantee or control User Inventory and actions, including, but not limited to, the accuracy of User content (i.e., existence, quality, safety, or legality of items advertised) or clarity of Product descriptions, the ability of Buyers to pay for a Product, if a transaction will be completed or if a Product will be returned. If we provide guidance in the use of our Services – pricing, shipping, listing, sourcing and other guidance, such guidance is only informational, and it is your responsibility to decide whether to follow the advice. 

 

INTELLECTUAL PROPERTY RIGHTS

 

1. Proprietary Rights. The entire contents displayed on the Site, including the “ResaleLoop” ® registered trademark, our products (i.e., SimpleConsign,   ®, Traxia®,  ®)  and all logos displayed on the Site (the “Content”), have copyrighted protection as a collective work under the laws of the United States and other copyright laws.  Traxia is the sole exclusive owner of the Content.  There may be collective work that is the property of other third parties and such collective work is also protected by copyright and other intellectual property laws.  You are allowed to display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the Content from the different areas of the Site only for non-commercial use, unless otherwise permitted.  Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written permission of the copyright owner.  You may not change or delete any proprietary notices from materials downloaded from the Site.  You agree not to use any Traxia logo or any other proprietary graphic or trademark without Traxia’s express written consent.  As between the parties, title, ownership rights, and intellectual property rights in the Content, and any copies or portions thereof, shall remain in Traxia and/or its content providers.  Third-party trademarks, service marks and logos contained in the Site are owned and licensed by their respective owners.  Any and all rights not expressly granted herein are reserved.
2. Grant of Limited License. Your access to the Service is licensed and not sold. Subject to the terms of this Agreement, and upon your registration for an Account (as applicable), Traxia hereby grants you a revocable, non-exclusive, non-transferable account enabling you to access and use the Services and the Site.  All the Content that is made available to view and/or download in connection with the Site is owned by and is the copyrighted work of Traxia and/or its suppliers and is licensed, not sold.  You do not have the right to lend, lease, rent or sublicense the Site and/or the Content.  Your use of the Services (including the use of the materials that you download and along with any documentation, text, software, photos, video, graphics, and music, sound or other multimedia files that might accompany it (collectively, “Material”)) is governed by the terms of this Agreement.  We reserve the right, without notice and in our sole discretion, to terminate your license to use the Site and Services, and to block or prevent future access to and use of the Site and Services.  You are not permitted, directly or indirectly, and the foregoing license grant does NOT include the right for you to (a) publish, publicly perform or display, or distribute to any third party any Materials, including reproduction on any computer network or broadcast or publications media; (b) market, sell or make commercial use of the Site or any Material; (c) systematically collect and use of any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods; (d) make derivative uses of the Site or the Material; or (e) use, frame or utilize framing techniques to enclose any portion of the Site (including the images found at this Site or any text or the layout/design of any page or form contained on a page).
3. User Restrictions. You are not permitted, directly or indirectly, to (a) engage in any acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written consent of Traxia and/or the copyright owner; (b) distribute, display, rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Content, Material or any Submitted Content (defined in this Agreement), in whole or in part; or (c) remove any proprietary notices or labels on the Content.

 

USER AGREEMENT AND REPRESENTATIONS

 

1. User Agreement. To access and use the Services, you understand and agree that you (a) must register for an Account by providing us with certain information such as your name and email address, (b) Traxia will use your email address as our primary method of communication with you, (c) must be an active User, (d) be a minimum of 18 years of age, (e) maintain an active email address on file with ResaleLoop, and (f) are entering into this Agreement with, and are bound by the terms of this Agreement with, Traxia.  You agree to: (i) provide true, accurate, current and complete information about yourself when registering for an Account, including any credit card or debit card information (collectively, your “Credit Card”) as applicable; (ii) maintain and promptly update your Account to keep it true, accurate, current and complete; (iii) authorize Traxia and its affiliates to charge your Credit Card for any and all fees incurred by you for your use of the Services (the “Fees”). If you provide any information that is untrue, inaccurate, not current or incomplete, or Traxia has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Traxia has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).
2. User Representations. You represent and warrant to Traxia that you will (a) maintain the security of your user identification, password and other confidential information relating to your Account; (b) maintain the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service; (c) maintain all charges resulting from the use of your Account, including but not limited to, unauthorized use of your Account prior to you notifying us in writing of such use and taking steps to prevent its further occurrence by changing your password; (d) comply with the terms set forth herein; and (e) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Services or Site.  You further represent and warrant that (i) you are over the age of eighteen (18) and have the power, authority or consent to enter into and perform your obligations under the Agreement; (ii) all information provided by you to Traxia, including Credit Card information, is truthful, accurate and complete; (iii) you are authorized, or have the permission of the authorized signatory of the Credit Card provided to Traxia, to pay any Fees incurred from use of the Services; and (iv) you shall comply with all terms and conditions of this Agreement, the Privacy Policy and the Ancillary Agreements.

 

USE OF SERVICES

 

1. General. You may use the Services as a Seller, Buyer or both. This section will outline a User’s rights, obligations and responsibilities in accessing the Site and Services. 
2. Sellers.  In accessing the Services as a Seller, you understand, acknowledge and agree to the following terms:

 

1. By listing (the “Listing”) a Product through the Services, you represent and warrant that you: (i) have the legal authority to sell the Product and your Inventory, (ii) will provide and accurate, truthful and complete description (a “Description”) of each Product on your Listing, including a photo, image or video of such Product (collectively, the “Images”), (iii) the Product is genuine and as described and, if the Product is a designer item, it will be guaranteed and certified (the “Certification”) by a professional staff, or another service such as Entrupy.com or realauthentication.com, (iv) will manage their own listed Inventory, (v) will not list any Product that is prohibited or illegal pursuant to our list of Prohibited Products , (vi) will complete the Listing with the Buyer within the time frame given in this Agreement, (vii) will, except as prohibited by law or this Agreement, send all Products to Buyer within 72 hours of receiving a Buyer Notification (as defined herein), (viii) understand that it is your responsibility to contact customer support within the 48 hours about any potential issue with a Sale, and (ix) you will abide by the return policy set forth in this Agreement.
2. You further represent and warrant your understanding that intentionally circumventing ResaleLoop to sell a Listed Product (as defined herein) to a Buyer, without the express written pre-approval of Traxia, is strictly prohibited and agree to the terms of the Outside Sale Agreement.  If we believe you are violating our policy, you may be subject to a range of actions, including, but not limited to, limiting your buying and selling activities, limiting Account privileges, suspension of your Account, and recovery of expenses for Account monitoring. If you send your contact information directly to a Buyer for a Product that was listed through the Services (a “Listed Product”), you will be liable to pay us the final value fee applicable to that Product whether or not the Product is ultimately sold.
3. In using the Services, if you choose to designate a representative other than yourself, you agree to designate a single point of contact representative (the “Representative”; if you do not designate a person other than yourself, you shall be referred to as the “Representative”) who will have full authority to enter into agreements and make binding decisions on your behalf in connection with your Products and Inventory.  The Representative will be the owner of the Account (the “Account Owner”) and only the Representative will be allowed to make Account changes, cancel your Account or Services or designate a new point of contact representative.  If you are registering for an Account and/or using the Services on behalf of your employer (the “Employer”), you understand, represent and warrant that (i) the Employer will be considered the Account Owner, (ii) you have the authority to enter into this Agreement on behalf of the Employer, (iii) you and your Employer will be bound by the terms of this Agreement, (iv) you will provide all documentation as requested by Traxia to show proof of authority, status and good standing related to the Employer, including, but not limited to, a scanned copy of your business license, government issued ID and the last four digits of the Credit Card on file. If ownership cannot be established, we retain the right to temporarily disable the Account until ownership can be established. Notwithstanding anything to the contrary herein, you, the Account Owner and the Representative will for all purposes be considered a User and shall be subject to and bound by the terms of this Agreement, the Privacy Policy and the Ancillary Agreements.
4. You may remove any Listed Product from your Store at any time; provided, however, that you have not received a Buyer Notification for the purchase of such Listed Product.   While you are responsible for managing your own listed Inventory, Traxia reserves the right to, at its own discretion, remove or require you to make changes to the images, descriptions, warrants or guarantees made about any Listed Product. We may additionally make recommendations of common best practices when creating your Listings.
5. It is our desire to give Buyers the best experience possible and we strive to make it as simple as possible to find what they are looking for and eliminate any clutter in their search. The placement or appearance of the Listed Products listed will depend on several factors, including, but not limited to, a Buyer’s location, browsing requests and history, browsing site, Product’s location, listing format and relevance to a Buyer’s query. To create a positive experience a Listing may or not appear in some searches and browse results regardless of the sort order chosen. Please note: MetaTags and URL Links that are in a Listing may be removed or altered to not influence third party search engine results.
6. You understand that all Sales are subject to our Shipping Terms and represent and warrant that (i) you have fully read the Shipping Terms and understand its contents; and (ii) if you allow in-person pickup of your Products (the “In-Person Pickup), you will (A) provide Buyers with the true, accurate and complete address for such In-Person Pickup (the “Pickup Address”); (B) maintain general liability insurance (the “Insurance Policy”) in an amount sufficiently adequate to cover any damages to the Products and any damages, including, but not limited to, personal injury and bodily harm, to Buyers as a result of an In-Person Pickup; (C) will solely be responsible for all damages of any kind caused by you or your agents at the Pickup Address or to the Buyer during any In-Person Pickup; and (D) upon Traxia’s request, provide us with a copy of your Insurance Policy before we allow you to offer In-Person Pickup to Buyers.
7. When your Product sells you will receive 75% of the Sale and we will take -25%. We take care of the Credit Card fee, taxes due, direct deposit into your Account, and include the prepaid pre-addressed shipping label and will be here to support you.  The funds you receive is yours to split with your Consignor as you chose Your funds will be available 3-4 days after the Product is received and accepted by the Buyer.

 

 

• Buyers.   In accessing the Services as a Buyer, you understand, acknowledge and agree to the following terms:

 

 

 

• If you agree to purchase a Listed Product and confirm the purchase with a payment method (i.e., Credit Card), you are obligated to complete the transaction according to the terms set forth by the Seller, unless the transaction is prohibited by law or our Terms of Service.  You understand that we will collect a percentage of the sale price of any Listed Product that is sold to you depending on the services level you choose.  
• You understand and agree that (i) by purchasing a Listed Product, you have read the full Product Listing before purchasing the Listed Product, (ii) you will not purchase a Product which you yourself listed through the Services, (iii) you will not purchase any Product that is a Prohibited Products , (iv) the Sale, once completed, is an AS-IS NO RETURN purchase unless the Seller has authorized the return and has agreed to pay for the return, (v) you are entering in a legally binding contract to purchase a Listed Product at the time you commit to buy the Listed Product and provide Seller with (1) notification of your intent to purchase, and (2) an accepted method of payment (collectively, the “Buyer Notification”), (vi) you are not under any undue duress or influence to purchase a Listed Product, (vii) in providing a Buyer Notification to purchase a Listed Product, you will act in good faith and fully consummate the Sale pursuant to the terms of this Agreement, (viii) you have adequate funds to, and will fully, pay for a Listed Product, including any applicable shipping costs and sales tax (e.g. VAT, excise, import etc.), (ix) you authorize Traxia to charge your Credit Card for all Listed Products that you purchase from Sellers, and (x) if you purchase a Listed Product directly from a Seller in violation of the Outside Sale Agreement, we reserve the right to terminate your Account, suspend your access to the Services and/or Site and deny any of your current and future transactions.
• You further represent and warrant that if In-Person Pickup is offered, you will not (i) intentionally cause any harm or damages to the Product, to Seller, Seller’s agent or any property at the Pickup Address in connection with the In-Person Pickup; or (ii) use information related to the Pickup Address to harass, stalk, threaten, harm or otherwise cause distress to Seller or their agents.

 

 

 

• Users.  As a User, you understand, acknowledge and agree to the following terms:

 

 

1. You agree, represent and warrant that you will not, individually or with others, (i) manipulate the price of a Listed Product or undermine any Listings, (ii) manipulate the feedback or rating systems in violation of our Feedback Policy, (iii) create or maintain multiple Accounts, (iv) transfer your Account to another Account without our prior written authorization, (v) lease, rent, lend, sell, redistribute, license or sublicense or give access to any portion of the Services, or (vi) interfere with the Services or impose an unreasonable or disproportionately large load on the Services’ infrastructure.  YOU UNDERSTAND AND AGREE THAT SERVICES HAVE LOAD LIMITS AND WE RESERVE THE RIGHT TO CHARGE YOU ADDITIONAL FEES OR THROTTLE YOUR SERVICE FOR EXCEEDING THOSE LIMITS.
2. You understand and agree that conversions of current data into the Software are not guaranteed and that it is your sole responsibility to check the data that is imported into your Account.  Final conversion is not completed without your signed authorization of the data in the Software.  You agree by giving us access to your data you must pay the monthly fee to try and convert the data even if the data conversion is not successful. You are not entitled to a refund if the conversion is not successful in part or in full and you assume the total responsibility for the conversion and agree to pay the monthly subscriber fee.
3. We provide ResaleLoop for any User of the Software. We do not exclude your competitors and make it available to anyone using the Software who uses ResaleLoop service.

 

 

• Return Policy. All Sales are “As Is” and we do not accept returns of any Listed Products that are sold.  However, as we do desire to make your customers happy, please report any damaged, wrong Product or not as described or missing items to us at support@traxia.com. If a return, or a refund is warranted, the cost of the refund and shipping for the Listed Product (i.e., item was not described as advertised or Seller fails to send a purchased Listed Product (the “Purchased Product”) to Buyer after Buyer tenders payment) shall be the Seller’s responsibility.  If a return label is generated by us for the return of the Purchased Product (the “Returned Product”), the Seller is responsible for the return label cost and the cost will be adjusted from the Seller’s payments. Money will be refunded when the Returned Product is returned and is in its original sent condition. A Returned Product must be post-marked within 4 days of receipt of the Returned Product to be considered for a return regardless of the reason for return.

 

 

SUBMITTED CONTENT

 

1. Submitted Content.  You are solely responsible for the information, and other content including names, logos, trademarks, profile pictures, Descriptions, Certifications, Images, Listings, video content and textual content (e.g. reviews, comments, etc.) that you post, upload, publish, link to, transmit, record, display or otherwise make available (hereinafter, “post“) on the Service or transmit to other Users, including emails, videos, photographs, voice notes, recordings or profile text, whether publicly posted or privately transmitted  (collectively, the “Submitted Content”). You understand the Site is available to the public and, therefore, any information you consider confidential should not be posted to the Site or through the Services.  We do not share or post your information; provided, however, you understand and agree that by posting Submitted Content, we may reveal your identity and whatever information we know about you to (a) other Users, or (b) any law enforcement agent or official in the event of legal action arising from your conduct in using the Services and/or any Submitted Content posting by you.   Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by us. We cannot and do not screen content provided by you or any other User to the Site or through the Services. Notwithstanding the foregoing, we reserve the right to monitor content on the Site and to remove content, which we, in our sole discretion, determines to be harmful, offensive, or otherwise in violation of this Agreement or our operating policies for Users. You may send and receive electronic mail (“email“), engage in conferences and chats, download and upload files and otherwise use Site as permitted by this Agreement, our operating policies and applicable law. Our operating policies relating to online conduct, storage and deletion of email and uploaded files, conferences, and other matters are available online on the Site. We reserve the right in our sole discretion to change such policies at any time. Uploaded files may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download them.
2. License Grant.   When providing any Submitted Content using the Services (directly or indirectly) you automatically grant us a perpetual, non-exclusive, worldwide, perpetual, irrevocable, royalty-free, right to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit (including, but not limited to, using your Submitted Content for data mining, marketing purposes, creating pricing books, on our social media and any other sites that we own and operate), alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed in connection with the Services and to sublicense such rights through multiple tiers of sublicenses.   You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us.  You hereby agree to also grant each User a non-exclusive license to access your Submitted Content through the Services, and to use, reproduce, distribute, display and perform such Submitted Content as permitted through the functionality of the Site and under this Agreement.  Further, when you post any Submitted Content on the Site or through the Services, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of such content on the Site.  You may remove any Submitted Content you post from the Site at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire, however you acknowledge that we may retain archived copies of the Submitted Content.
3. User Warranties and Representations.   You warrant, represent and agree that you will not contribute any Submitted Content or otherwise use the Services or Site in a manner that:

 

• infringes any rights, intellectual property rights or proprietary rights, or rights of publicity or privacy, of Traxia or any third party; 
• causes or permits reverse engineering of or decompilation or disassembly of the Software or Site; 
• transmit malware or host phishing pages
• violates any law, statute, ordinance or regulation;
• distributes materials that harm or disrupt the operation of the Services or other infrastructure of ResaleLoop or others, including ResaleLoop’s third party providers;
• you should know is harmful, threatening, abusive, harassing (sexually or otherwise), tortious, defamatory, vulgar, racist, obscene, libelous, fraudulent, deceptive, or misleading or otherwise objectionable;
• adversely affects or reflects negatively on Traxia and our affiliates’ goodwill, name or reputation or causes duress, distress or discomfort to Traxia or anyone else, or discourages any person, firm or enterprise from using all or any portion, feature, or function of the Site or Services, or from advertising, liking or becoming a supplier to use in connection with the Site or Services;
• send or result in the transmission or junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”; 
• transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horse, spyware, or other potentially harmful programs or other material or information;
• falsely report to an employee or agent of Traxia;
• circumvent, disable or otherwise interfere with security-related features of the Site, ResaleLoop or its features that prevent or restrict use or copying of any content;
• intercept or attempt to intercept email or other private communications not intended for you;
• causes the Site and/or Services to be used for commercial or business purposes, including, without limitation, advertising, marketing, or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other Site or web pages;
• requests money from (for purposes other than selling of Listed Products), or is intended to otherwise defraud, other Users of the Site or Services;
• contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
• provides material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;
• impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
• posts or transmits any message, data, image or program which is indecent, obscene or pornographic; 
• uses the Site or Services to threaten, harass, stalk, abuse, or otherwise violate the legal rights of (including rights of privacy and publicity), or intentionally causes damages to, others (including bodily and property damages); 
• falsely identifies you or any other party as the owner of a Listed Product; and/or
• deletes any author attributions, legal notices or proprietary designations or labels in a file that you upload to the Site or through the Services. 

While it is not our intent to discourage you from reporting problems about the Services, nonetheless, we reserve the right to take such actions as it deems appropriate and/or to remove any content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we are concerned that you may have breached any term of this Agreement), or for no reason at all.

 

FEES, SALE TRANSACTION FEES AND PURCHASES.  

 

1. Fees.  Please review the details of Traxia’s plan benefits at simpleconsign.com/pricing and simpleconsign.com/features. Transaction fees, shipping fees and any additional fees are collectively referred to as the “Fees”.   All Fees and other charges are in U.S. dollar currency, and all payments shall be in U.S. dollar currency.  A one-time setup fee of $100 will be charged to you to use the Services.  In using the Services, you agree to have a valid Credit Card on file with us or a third party we designate to store your Credit Card information. By signing up for the Services you agree to pay for a transaction or any other activities you conduct using the Services that requires your Credit Card to be charged.  If your Credit Card expires and you do not provide a new payment card information or cancel your Account pursuant to the termination terms herein, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees or penalties. If a payment is rejected or incurs additional costs to Traxia you may be charged a $40 per incident service and collection fee. All suspended or reactivated Accounts must pay all past due fees and a reactivation fee of the current and past 30 days whether you use the Services or not.  We offer NO refunds of any kind even if your Account or the Services are suspended, terminated or transferred, you have not Inventory or Listed Products or your Store is closed.  By using the Services you agree we reserve the right to seek collection of all past due amounts and all other costs associated with the collection.  Traxia reserves the right to withhold payment of any Sales to pay for any overdue Fees.  You shall be responsible for payment of all Fees until your Account is terminated and you will not be entitled to any refund of Fees, pro rata or otherwise, whether you use the Services or not.
2. Fee Disputes. In the event of any disputes related to Fees, you will have seven (7) days from the billing date to notify us of such issues and, thereafter you agree to waive your rights to dispute any Fees if you fail to notify us within seven (7) days of the billing date.  If we are not able to process payment of Fees using your Credit Card, we will make a second attempt to process payment using the Credit Card. If the second attempt is not successful, we will make a final attempt 2-3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account.  Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You will not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, we reserve the right to terminate your Account and delete any history on your Account.

 

         3(a).   Stores in order to use the payment functionality of our application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through the Dwolla Account are held or transferred by Dwolla’s financial institution partners as described in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address, and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at  support@traxia.com, and/or 888-860-8094 ext 2. 

 

       3(b).    The Seller (a) represents and warrants that each Consignor has agreed to be paid via Dwolla’s services and (b) agrees for payment to be made to Consignors via Dwolla’s services. Consignors, you expressly authorize our service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.

 

PRIVACY AND DATA RETENTION

 

Please review the Privacy Policy. If there is a conflict between the Privacy Policy and the Terms of Use, the Terms of Use will govern.  If you do not agree with our collection, storage and use of such information as described in the Privacy Policy do not use our Services. We will retain your data as necessary to comply with our legal obligations, resolve disputes and enforce our agreements. We reserve the right to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or government request. 

 

CANCELLATION AND TERMINATION

 

Your Account will automatically continue until it is terminated by you or by us or if we terminate the Services.  You can cancel your Account and use of the Services by providing us with a 30-day notice via email at support@traxia.com. Once you notify us of the termination of your Account, all Fees, including one final monthly billing cycle will be due immediately.   For Sellers, any owed payments from Sales will be held until any outstanding Fees are paid.  You understand and agree that we reserve the right to modify, limit, cancel or terminate the Services at any time for any reason (including if we suspect fraudulent use of the Services) without notice and we will not be liable to any User or any third party for any modification, price change, suspension or discontinuance of the Services.  Upon termination of your Account or the Services, you will no longer be able to access your Account or the Services, all licenses granted to you herein shall terminate and your Store, Inventory, Listings and Listed Products shall be removed. Provisions regarding your representations and warranties and certain obligations, including but not limited to, provisions regarding arbitration, indemnification, limitation of liability and waivers and releases, shall survive termination of this Agreement.

 

DISCLAIMERS 

 

1. General Disclaimer.  THE SITE AND SERVICES ARE PROVIDED BY TRAXIA ON AN “AS IS” BASIS.  TRAXIA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, TRAXIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THESE TERMS.  TRAXIA CANNOT AND DOES NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA.  TRAXIA CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES.  TRAXIA DOES NOT WARRANT OR GUARANTEE THAT USERS WILL BE ABLE TO SELL OR PURCHASE ANY PRODUCTS THROUGH THE SERVICES, THAT THE FUNCTIONS OR SERVICE ACCESSED THROUGH THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. ALTHOUGH TRAXIA HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE, TRAXIA ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION.  NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY US OR OUR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, WHETHER DIRECTLY OR INDIRECTLY, WILL CREATE A WARRANTY OF ANY KIND WILL NOT CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE (NOR A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT, TAX LEGAL OR OTHER PROFESSIONALS). YOU ARE SOLELY RESPONSIBLE FOR OBTAINING SUCH ADVICE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.  TRAXIA MAY CHANGE THE SERVICES OR THE FEATURES IN ANY WAY, AND AT ANY TIME AND FOR ANY REASON. 
2. Disclaimer of Sales.  We act as a venue and platform only to provide the Services for the interaction between Users.  We are not involved in any transaction and we are not affiliated with or endorse any Seller, designer, brand, retailer, reseller or manufacturer.  We do not guarantee or endorse any Certification, or the authenticity, quality, safety or legality of any Listed Product offered or sold, the truth of accuracy of any Listing or Description, or the ability of Sellers to sell Products or of Buyers to buy Listed Products.  We do not guarantee your safety at any Pickup Address if you choose to allow In-Person Pickup or if you choose to participate in In-Person Pickup. We will not assure all transactions will be completed or that a Sale will be consummated. We reserve the right to delay a transaction to protect us and our Users if we suspect any fraudulent (act under false pretenses), illegal or wrongful activities. By using the Services, you agree to this potential interruption and accept it as a protection of your Services.  FOR EVERY TRANSACTION THROUGH THE SERVICES, YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE TO MAKE YOUR OWN INDEPENDENT DETERMINATION REGARDING THE VALIDITY OF THE DESCRIPTIONS, CERTIFICATIONS, WARRANTIES AND PROMISES OF A SELLER AND PURCHASE ABILITY OF A BUYER TO FULFILL THE TRANSACTION. USE CAUTION AND COMMON SENSE WITH ENGAGING ANY USERS OF THE SITE.
3. Third Party Services.  We do not provide any warranty with respect to any third-party services (“Third-Party Services”) that may be linked to the Site. Traxia will not be held responsible for or guarantee the availability or discontinuation of any Third-Party Services.  You understand and agree that we reserve the right to disconnect any Third-Party Services without notification to you. Any use of any Third-Party Services is done solely at your own risk.  If you use a third-party application, you grant us permission to allow them access to your data and Account and to take any other actions required for the inter-operation of the Services and the third-party application. We are not responsible for any disclosure, modification or deletion of your data or other material or any losses or damages you may suffer as a result of using a Third-Party Service provider or under no circumstances will we be liable for any direct, indirect, incidental, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from your use of a Third-Party Services. These limitations shall apply even if we have been advised of such damages.
4. Disclaimer of Third Party Information.   You understand that when using the Site and/or the App, you may be exposed to third party content from a variety of sources, and that Traxia is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such third party content.  You further understand and acknowledge that you may be exposed to third party content that may be offensive, indecent, inaccurate, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Traxia with respect thereto.  
5. Informational Purposes Only.  Any opinions expressed on the Site or through the Services are the personal opinions of the original author and not of Traxia, even though the original author may be employed by Traxia.  The Content is provided for informational and entertainment purposes only and is not an endorsement or representation by Traxia or any other party.  Traxia does not assume any responsibility or liability for any opinion or other commentary posted on the Site or any third party website linked to the Site and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the Content.  

 

 

LIMITATION OF LIABILITY

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND THE SERVICES SHALL BE AT YOUR OWN RISK. TRAXIA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) WHETHER BASED ON CONTRACT, TORT, LIABILITY OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL TRAXIA’S TOTAL LIABILITY EXCEED ONE HUNDRED DOLLARS ($100). THE SITE AND THE SERVICES ARE CONTROLLED AND OFFERED BY TRAXIA FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA.  TRAXIA MAKES NO REPRESENTATIONS THAT THE SITE OR THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW. Some jurisdictions do not allow the disclaimer of warranties or exclusions of damages, so such disclaimers and exclusions may not apply to you. Regardless of previous paragraphs, if we are found liable, our liability to you or a third party is limited as set forth above. 

 

WAIVER AND RELEASE

 

YOU AGREE THAT NEITHER TRAXIA NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICES, THE MATERIALS, OR THE CONTENT.  YOU SPECIFICALLY ACKNOWLEDGE THAT TRAXIA SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.  YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST TRAXIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF TRAXIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SITE, THE MATERIALS, THE SERVICE, OR THE CONTENT.

 

INDEMNIFICATION  

 

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS TRAXIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY’S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT (INCLUDING THE PRIVACY POLICY AND ANY ANCILLARY AGREEMENT), VIOLATION OF ANY THIRD-PARTY SERVICES, UNAUTHORIZED USE OF RESALELOOP SHIPPING (AS DEFINED IN THE SHIPPING TERMS), BREACH OF YOUR REPRESENTATIONS OR OBLIGATIONS CONTAINED HEREIN (INCLUDING ANY REPRESENTATIONS OR OBLIGATIONS CONTAINED IN THE PRIVACY POLICY AND ANY ANCILLARY AGREEMENT), DISPUTES AND CLAIMS BROUGHT BY A CONSIGNOR RELATED TO THE PRODUCTS OR THE SALE THEREOF, PERSONAL INJURY, BODILY INJURY, INCLUDING DEATH, OR PROPERTY DAMAGE, OR ANY ACTIVITY RELATED TO YOUR ACCOUNT, YOUR USE OF RESALELOOP SHIPPING (INCLUDING IN-PERSON PICKUP), OR YOUR USE OF THE SERVICES (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE OR THE SERVICES USING YOUR THE ACCOUNT.

 

CLASS ACTION WAIVER; DISPUTE RESOLUTIONS; BINDING ARBITRATION 

 

 

• Class Action Waiver. BY USING THE SITE AND SERVICES YOU AGREE THAT ANY CLAIMS YOU HAVE AGAINST TRAXIA MUST BE DONE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIVE OR A CLASS ACTION MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. 

 

 

 

1. Disputes with Others. For any dispute between Users, including, but not limited to disputes related to In-Person Pickup, damaged Products, or Sales, we encourage you to directly contact the other User and solve any issues amicably if possible.  We may, but are not obligated to or liable or responsible for, helping Users facilitate a resolution of any disputes are between Sellers and Buyers, making judgments about legal issues or claims, or bringing any disputes between Users to a resolution.  You agree, represent and warrant that you will not name us as a party in any action, suit, or complaint regarding a dispute between you and another User (or between you and a Consignor).   In the event we choose, in our sole discretion, to assist in a dispute between Users, you hereby authorize our employees to access your Account, including, but not limited to, your Submitted Content, emails, Listings and Inventory, from time to time to investigate complaints or other allegations or abuse and to otherwise perform the Services set forth herein.
2. Disputes with the Services. In the event you have any issues or disputes (“Issues”) related to your use of the Site or the Services, you agree, represent and warrant that you will (a) first attempt to resolve such Issus in good faith with our support team by contacting us as support@traxia.com, (b) if the support team is unable to resolve the Issues, you will provide us with (i) notice of such Issues within 10 days of the start of the Issues, and (ii) at least 30 days’ to work with you to resolve such Issues prior to initiating any legal action (including any action in arbitration).  Written notification of Issues should be sent to: Traxia: Attention Legal Department 2120 Forum Boulevard Suite 3 Columbia, MO 65203.  In the event Issues are not resolved within the time period prescribed above, you agree to submit all unresolved Issues to binding arbitration pursuant to the terms of the Arbitration Agreement.
3. Disputes Against You. If Traxia takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, including collections of any Fees due and is awarded damages or other relief at law or in equity in the action, Traxia shall be entitled to recover from you, and you agree to pay, in addition to all sums awarded reasonable attorney’s fees incurred and any costs, including no-statutory costs, of any litigation or proceeding.

 

GOVERNING LAW

 

This Agreement is governed by the laws of the State of Missouri. You agree that any legal action or proceeding between Traxia and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Boone County, Missouri, United States.

 

INTELLECTUAL PROPERTY RIGHTS VIOLATIONS AND INFRINGEMENT NOTIFICATION

 

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act (“DMCA”). Traxia’s Verified Rights Owner (VeRO) program works to ensure that listed items and content on our Site do not infringe upon the copyright, trademark, or certain other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, o make a claim, please provide the following:

 

(a)   A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed; 

(b)   A description of the copyrighted work or other intellectual property that you claim has been infringed; 

(c)   A description of where the material that you claim is infringing is located on the Site reasonably sufficient to permit us to locate the material; 

(d)   Your contact information, including your address, telephone number, and email; 

(e)   A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 

(f)   A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. 

 

You may submit written claims of copyright infringement to our DMCA agent at: 

 

Traxia Legal Department 

2120 Forum Boulevard Suite 3

Columbia, MO 65203

legal@traxia.com

 

CUSTOMER SUPPORT/ELECTRONIC COMMUNICATION

 

By using the Services, you agree to communicate by electronic communication by email and that all communication, agreements and notifications and disclosures will be provided electronically, and this method of communication satisfies any such communication in writing. Any communication will also include promotional products and marketing material. 

 

MISCELLANEOUS

 

Traxia’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement, along with the Privacy Policy and Ancillary Agreements, constitute the complete and exclusive statement of the agreement between the parties with respect to the Services and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Services. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any Nonprofit User, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to this Agreement; except that the sections regarding Disclaimers, Indemnification, Limitation of Liability and Waiver and Release are intended to benefit Traxia and its officers, directors, employees, agents, licensors, and suppliers.  Traxia may assign its rights and duties under this Agreement to any party at any time without notice to you.