Terms of Service

1. Introduction

2. Registration

Use of our Services requires the registration of a Sells.app account. The person signing up for the account will be the contracting party ("Account Owner"), and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service. If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.

You agree to provide us with complete and accurate information when you register for an account, and to maintain its completeness and accuracy should it change. We will use the email address you provide as the primary method for communication. You will be solely responsible and liable for any activity that occurs under your account. You are responsible for keeping your password secure. We reserve the right to refuse service to anyone for any reason at any time.

If you register an account on Sells.app, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the website. You must immediately notify us of any unauthorized uses of your account, and/or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

We reserve the right to access, preserve and/or disclose your account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:

• Compliance with any legal process.
• Enforcement of the TOS.
• Responding to any claim that therein contained content is in violation of the rights of any third party.
• Responding to requests for customer service.
• Protecting the rights, property and/or the personal safety of Sells.app, its visitors, users and members, including the general public.

3. Description of Services

4. Marketing Communications & Consent

5. Privacy & Data Handling

6. Content

If you operate a consignor portal website, send out transactional or marketing communications, or otherwise make (or allow any third party to make) material available (any such material, "Content"), you are entirely responsible for the content of, and any harm resulting from, that Content or your conduct. That is the case regardless of what form the Content takes, which includes, but is not limited to text, photo, video, audio, and/or code. By using Sells.app, you represent and warrant that your Content and conduct do not violate these Terms. By submitting Content to Sells.app for inclusion on your website or other communications, you grant Sells.app a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing, and promoting your business.

When using Sells.app, you agree not to:

• Upload, post, email, transmit, or otherwise make available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable.
• Cause harm to minors in any manner whatsoever.
• Impersonate any individual or entity, including, but not limited to, any Sells.app, LLC officials, forum leaders, guides or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity.
• Upload, post, email, transmit or otherwise offer any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party.
• Publish or store content, related to gambling, terrorism, alcoholic beverages, pharmaceuticals, legal and illegal drugs, insurance, credit cards, currency, decryption and descrambler products, fake IDs, government identification, uniforms, and police-related items, fake references and other services/products that foster deception, quasi cash, stored value foreign currency, money orders, wire transfers, securities and check cashing, fortune telling, spells, sorcery, illegal products and services, stolen property, sexually oriented or pornographic material, tobacco, weapons, ammunition, or firearm parts.
• Upload, post, email, transmit or otherwise offer any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship.
• Upload, post, email, transmit or otherwise offer any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose.
• Upload, post, email, transmit or otherwise offer any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment.
• Disrupt the normal flow of communication, or otherwise act in any manner that would negatively affect other users' ability to participate in any real time interactions.
• Interfere with or disrupt any of our Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers.
• Intentionally or unintentionally violate any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law.
• Providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance to Section 219 of the Immigration Nationality Act.
• Collect or store any personal data relating to any other member or user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

Sells.app has not reviewed, and cannot review, all of the material, including computer software, posted to our Services, and cannot therefore be responsible for that material's content, use, or effects. By operating our Services, Sells.app does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Our Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Our Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Sells.app, LLC disclaims any responsibility for any harm resulting from the use by visitors of our Services, or from any downloading by those visitors of content there posted.

7. Electronic Transmissions

You are solely responsible for all of your commercial activities, including your store, your items, its operation, all applicable taxes and fees, compliance with the Payment Card Industry Data Security Standard (PCI DSS), and compliance with any applicable laws. Among other things, this means that:

• You are responsible for all taxes and fees associated with your commercial activities. You must collect, report, and/or pay the correct amounts to the appropriate authorities, if applicable, and if needed, inform your customers about any taxes they may be required to pay and issue appropriate invoices. While some features allow you to include sales or other taxes in transactions, you should not rely solely on these features. Tax laws differ from jurisdiction to jurisdiction and may be subject to different interpretations by different authorities. We recommend you consult an appropriate tax professional for your specific tax situation.
• You should use your best judgment when setting up your store, operating your store, processing payments, and selling items. For example, you may not want to accept check payments if you are not comfortable sharing your mailing address with a customer, or you may want to publish payment and return policies.
• We are not involved in your relationships or transactions with any customer, partner or potential customer or partner.
• You are responsible for resolving all support questions, comments, and complaints, including refunds, chargebacks, or pricing questions. You should provide contact information so that customers may contact you with questions or complaints.
• You are responsible for delivering items sold to your customers, and for fulfilling all promises, representations, or warranties you make to them in connection with a sale.

In addition, use of Sells.app requires that:

• You enter into a written agreement with each of your consignors detailing the terms of your agreement with them. This must include a grant of full ownership of consigned inventory, the right to sell, donate, or destroy consigned inventory while it's in their possession, and a release of liability for consigned inventory.
• You do not publish, store content, or sell services related to gambling, terrorism, alcoholic beverages, pharmaceuticals, legal and illegal drugs, insurance, credit cards, currency, decryption and descrambler products, fake IDs, government identification, uniforms, and police-related items, fake references and other services/products that foster deception, quasi cash, stored value foreign currency, money orders, wire transfers, securities and check cashing, fortune telling, spells, sorcery, illegal products and services, stolen property, sexually oriented or pornographic material, tobacco, weapons, ammunition, or firearm parts.
• You do not operate as a charity without 501(c)(3) or equivalent status.
• You do not engage in deceptive marketing practices (e.g., hidden disclosures, bogus claims and endorsements, refund/cancellation avoidance, poorly disclosed negative option, pre-checked opt-in boxes for payment without cardholder's active consent), Data Pass (i.e., merchants up-selling or cross-selling products or other merchants and then sharing the cardholder data with the third party or receiving cardholder data from third parties), unlicensed aggregation and factoring, negative response marketing techniques by any type of merchant (i.e. customer is automatically charged if merchandise is not returned at the end of a free trial period).

8. Restrictions and Limitations of Service

We reserve the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by Sells.app or any other content providers supplying content services to Sells.app. You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

These terms grant the Account Owner non-exclusive rights and/or license to make use of our Software, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, you do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. Lastly, you also agree not to access or attempt to access our Services through any means other than through the interface which is provided by us for use in accessing our Services.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment.

This license allows us to make publicly-posted content available to third parties selected by us so that these third parties can analyze and distribute your content through their services. If you delete Content, Sells.app will use reasonable efforts to remove it from our Services, but you acknowledge that caching, or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, Sells.app has the right (though not the obligation) to, in our sole discretion, (i) reclaim your email address and website assets due to prolonged inactivity, (ii) refuse or remove any content that, in Sells.app's reasonable opinion, violates any Sells.app policy or is in any way harmful or objectionable, or (iii) terminate or deny access to and use of Sells.app to any individual or entity for any reason. We will have no obligation to provide a refund of any amounts previously paid.

Sells.app reserves the right to display attribution text or links in communications, or your portal website footer, attributing Sells.app, LLC, which may not be altered or removed.

9. Technical Standards & Service Levels

10. Fees, Payment, and Renewal

Our Services are offered for a fee with optional paid upgrades ("Paid Services"). By using a Paid Service, you agree to pay the specified fees, which we'll bill or charge you for in regular intervals (such as monthly or annually), until you cancel, which you can do at any time within the software, or by contacting the support team.

If your payment fails or Paid Services are otherwise not paid for on time, we may immediately cancel or revoke your access to the Paid Services. If you contact your bank or credit card company to decline or reverse the charge of fees for Paid Services, we may revoke your access to our Services in general.

To ensure uninterrupted service, our Paid Services are automatically renewed. This means that unless you cancel a Paid Service before the end of the applicable subscription period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable subscription fee (as well as any taxes). Your Paid Services are renewed for the same interval of time. For example, if you purchase an annual plan, you will be charged each year.

While you may cancel a Paid Service at any time, refunds are issued in our sole discretion.

We may change our fees at any time. When applicable, we may give you advance notice of the fee changes. If you don't agree with the fee changes, you can cancel your Paid Service.

11. Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Sells.app links, and that link to Sells.app. Sells.app, LLC does not have any control over those non-Sells.app websites, and is not responsible for their contents or their use. By linking to a non-Sells.app website, Sells.app does not represent or imply that it endorses such website. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Sells.app disclaims any responsibility for any harm resulting from your use of non-Sells.app websites and webpages.

Any correspondence or business dealings with, or the participation in any promotions of, advertisers located on or through our Services, which may include the payment and/or delivery of such related goods and/or Services, and any such other term, condition, warranty and/or representation associated with such dealings, are and shall be solely between you and any such advertiser. Moreover, you herein agree that Sells.app, LLC shall not be held responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings or as a result of the presence of such advertisers on our website.

12. Copyright Infringement and DMCA Policy

As Sells.app, LLC asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Sells.app violates your copyright, you are encouraged to notify Sells.app in accordance with the Digital Millennium Copyright Act ("DMCA"). Sells.app, LLC will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Sells.app, LLC will terminate a visitor's access to and use of the website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Sells.app, LLC or others. In the case of such termination, we will have no obligation to provide a refund of any amounts previously paid to us.

13. Intellectual Property

This Agreement does not transfer from Sells.app, LLC to you any Sells.app, LLC or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. Sells.app, Sells.app.com, the Sells.app logo, and all other trademarks, service marks, graphics and logos used in connection with Sells.app.com or our Services, are trademarks or registered trademarks of Sells.app, LLC or Sells.app, LLC's licensors. Other trademarks, service marks, graphics and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any Sells.app or third-party trademarks.

14. Changes

You agree that we may change our Services, and these Terms will apply to any changes. You are responsible to stay up-to-date on these Terms, though we will send you an email if we make any material changes, as a courtesy. If you disagree with our changes, then you should stop using our Services within the designated notice period. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.

We reserve the right at any time it may deem fit, to modify, alter and or discontinue, whether temporarily or permanently, our service, or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or to any third party for any such alteration, modification, suspension and/or discontinuance of our Services, or any part thereof.

15. Termination

Sells.app may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Sells.app.com account (if you have one), you may simply cancel your subscription and discontinue using our Services, either via our Services, or by sending an email to support@Sells.app.com. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

16. Disclaimer of Warranties

Our Services are provided "as is." Sells.app and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Sells.app nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. Sells.app does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.

Any information, code, or material downloaded, executed, or otherwise obtained by way of our Services is accessed at your sole discretion and risk. You are solely responsible for and waive any and all claims and causes of actions with respect to any damage to your person or property, or any loss of data that could result from the use of our Services.

No advice or information, whether written or oral that might be obtained by you from Sells.app, LLC, or via our Services shall create any warranty not expressly stated in the Terms.

17. Jurisdiction and Applicable Law

Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of our Services will be governed by the laws of the state of Minnesota, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts having jurisdiction in Washington County, Minnesota, or the U.S. District Court located in said state.

18. Arbitration Agreement

Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Washington County, Minnesota, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees.

19. Limitation of Liability

In no event shall Sells.app or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services, or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Sells.app partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.

20. General Representation and Warranty

You represent and warrant that your use of our Services:

• Will be in strict accordance with this Agreement.
• Will comply with all applicable laws and regulations (including without limitation all applicable laws regarding online conduct and acceptable content, the transmission of technical data exported from the United States or the country in which you reside, privacy, and data protection).
• Will not infringe or misappropriate the intellectual property rights of any third party.

21. US Economic Sanctions

You expressly represent and warrant that your use of our Services and or associated services and products is not contrary to applicable U.S. Sanctions.

22. Indemnification

You agree to indemnify and hold harmless Sells.app, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of our Services, including but not limited to your violation of this Agreement.

23. Waiver and Severability of Terms

At any time, should we fail to exercise or enforce any right or provision of the Terms, such failure shall not constitute a waiver of such right or provision. If any provision of this Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

24. Statute of Limitations

You acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or the Terms must be filed within 1 year after said claim or cause of action arose or shall be forever barred.

25. Translation

These Terms of Service were originally written in English (US). We may translate these terms into other languages. In the event of a conflict between a translated version of these Terms of Service and the English version, the English version will control.

26. Miscellaneous

This Agreement constitutes the entire agreement between Sells.app, LLC and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Sells.app, LLC, or by the posting by Sells.app, LLC of a revised version.

If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Sells.app, LLC may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

27. Contact

Questions about and violations of the Terms of Service should be sent to Memorias, LLC.

Email: support@sells.app