Terms of Service
Effective Date: January 1, 2023
Welcome to Estate Pros, the online curated marketplace for buyers and sellers of exceptional furnishings, art and more. Please read on to learn the rules and restrictions that govern your use of our website (including all data, contents and computer code contained on or transmitted from these websites), products, services and applications (collectively, the “Services”).
If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:
Phone: (866) 312-3589
Address: 2211 S. Telegraph Rd., PO Box 7349, Bloomfield Hills, MI 48302
Your use of or participation in certain Service may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you.
These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Modifications to the Services or these Terms
We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content (defined) from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed Content in violation of this TOS), in our sole discretion, and without notice.
As we are constantly trying to improve our Services, this TOS may need to change along with our Services. Accordingly, EL reserves the right to change or modify the Services (including any Memberships described below), any of the terms and conditions contained in this TOS and/or Membership Agreement, or any policy governing the Services at any time, including the commission or payment structure for any listing that has not expired.
You are responsible for regularly reviewing any updates to this TOS. If you do not agree with the new TOS, you are free to reject it; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the TOS is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of this TOS will be effective unless in writing and signed by both you and us.
Use of the Services
As a condition of using the Services, you represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity.
You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services (for example, Sellers must comply with all laws that relate to the Seller Goods). If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
EL reserves the right to cease offering the Services at any time.
Account Set Up and Data
In order to use the Services, you will be required to sign up for an account, select a password and user name (“Estate Pros User ID”) and provide us with certain information or data, such as your registration and contact information (“Account Data”). You may not select as your Estate Pros User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You promise to provide us with accurate, complete and updated Account Data and to keep your Account Data accurate and current at all times. You may edit your Account Data at any time by logging in to your account.
Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Facebook. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.
You will not share your Estate Pros User ID, account or password with anyone, and you must protect the security of your Estate Pros User ID, account, password and any other access tools or credentials. You are responsible for any activity associated with your Estate Pros User ID and account. You also agree that we will not be liable for any loss or damage arising from your failure to keep your Estate Pros User ID or password secure.
EL takes the privacy of its users very seriously.
Children’s Online Privacy Protection Act
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at email@example.com.
Connecting Buyers and Sellers
You may use the Services in one or both of the following capacities: (i) as an individual or EL franchisee who wishes to list certain goods (“Goods”) for sale or to display portfolios of your work on EL’s Services (collectively, “Sellers”), or (b) as an individual who wishes to purchase Goods via the Services (collectively, “Buyers”). All users of the Services, including, without limitation, Buyers and Sellers are, collectively “Users”. When we use the word “you” in these Terms, it refers to any User, regardless of whether he or she is a Seller or Buyer, while if we use one of those specific terms, it only applies to that category of User.
Estate Pros relies upon a community of Sellers that supply the Goods advertised on and sold through the Services. Estate Pros at no time holds possession of or title to the Goods advertised on and sold through the Services. Estate Pros is not a broker or your agent. Except for certain new, wholesale Goods sold directly by Estate Pros (the “Estate Pros Goods”), Estate Pros is not the Seller of any Goods listed on the Services. Estate Pros merely provides a marketplace for sales between Sellers and Buyers, and, except for Estate Pros Goods, is not involved in the transaction itself. Sellers may sell Goods through the Services and, except for Estate Pros Goods, such Goods are not owned or controlled by EL.
Before purchasing Goods from any Seller, Buyers are responsible for making their own determinations that the Goods are suitable. Estate Pros is only responsible for connecting Sellers and Buyers, and can’t and won’t be responsible for making sure that Seller’s Goods are up to a certain standard of quality. EL similarly can’t and won’t be responsible for ensuring that information (including credentials) a Buyer or Seller provides about himself or herself or about the Goods being offered is accurate or up-to-date. We don’t control the actions of any Buyer or Seller.
Except for the Estate Pros Goods, EL does not directly offer any Goods. You hereby acknowledge that EL does not supervise, direct, control or monitor the Seller’s Goods and expressly disclaims any responsibility and liability for the Seller’s Goods, including but not limited to any warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.
Buyer and Seller must not enter into separate agreements outside of EL relating to Seller’s Goods (“Outside Agreements”). If you do enter into any Outside Agreement we may terminate your EL account, and you acknowledge that EL is not a party to and isn’t responsible for enforcing any Outside Agreement.
Certain of the Services may allow you to purchase Goods using the Services. If you purchase any Goods using the Service:
- You agree to pay the amount listed or offer price accepted and all other disclosed amounts, such as taxes, duties, costs and expenses. You agree that you are responsible for all payments and taxes associated with your use of the Services.
- You agree that we can automatically charge your credit card during the purchase process. All amounts are in US Dollars only.
Certain of the Services may allow you to submit an offer for any Goods using the Services (“Verified Offer”). By submitting a Verified Offer, you agree to comply at all times with all requirements set forth in our applicable FAQ page regarding Verified Offers.
For certain transactions, we may offer a Return Policy. Please see the following for more details on the applicable Return Policy for the service that you are using: Estate Pros Return Policy. Except for the Return Policy, all fees and charges are nonrefundable.
Certain transactions may display ‘estimated value’ on a listing but we are not evaluation experts and rely on data from sellers and publicly available data. Thus, we strongly recommend that you do your own research to determine the value of an item.
While we do our best to give you accurate listing information, we cannot guarantee that the listing is 100% accurate and likewise cannot guarantee the authenticity of any item.
Sellers are solely responsible for the accuracy in describing and pricing the Goods on the Service. EL relies on the Sellers for such information and is not responsible in any way for the description or pricing of Goods on the Services provided by the Seller. If you have any claims or disputes regarding any Seller or any Goods on the Service, please contact us at firstname.lastname@example.org, and we will use reasonable efforts to facilitate the communication and resolution of such claims or disputes with the Seller. You agree and acknowledge that while EL may assist with resolving your claims or disputes regarding any Goods on the Services, (i) the ultimate resolution of any such claims or disputes is between you and the Seller, and (ii) EL is not responsible for successfully resolving any claims or disputes between you and the Seller.
You are responsible for collecting and paying any payments or taxes associated with using and making sales through our Services. Where applicable, we will issue 1099-K forms to certain sellers in the United States to comply with IRS requirements.
Certain of the Services may allow you to list or otherwise offer Goods on the Services for sale. By listing or otherwise offering Goods on the Services for sale, you agree to the following:
- To ensure the integrity and quality of the Services, EL maintains certain policies and rules for its Services, including, without limitation, policies and rules to promote accurate representation and reliable delivery of Goods sold via the Services. You will comply at all times with all the policies and rules set forth in the applicable Seller FAQs: EL’s Seller FAQ. EL may update these policies and rules at any time, but if we do, we will bring it to your attention by placing a notice on the EL website, by sending you an email, and/or by some other means. If you use the Services in any way after a change to such policies or rules is effective, then you will be bound to comply with all such changes.
- You represent and warrant that you own or have the right to sell the Goods, and that your Goods description, the Goods, and your conduct in listing the Goods comply with all applicable laws and regulations, as well as EL’s policies.
- You will provide accurate and lawful descriptions and prices for each Good you list on the Services.
- You agree to complete the transaction promptly on the terms listed for the selected Goods.
You may not list any Goods on the Services that:
- Violate any applicable law or regulation, or is an illegal item, including counterfeit or stolen items; or
- Infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
If an issue or dispute arises between you and any Buyer regarding any Goods you offer on the Service for sale, please contact us at email@example.com, and we will use reasonable efforts to facilitate the communication and resolution of such claims or disputes with the Buyer. You agree and acknowledge that while EL may assist with resolving your claims or disputes regarding any Goods on the Services, (i) the ultimate resolution of any such claims or disputes is between you and the Buyer, and (ii) EL is not responsible for successfully resolving any claims or disputes between you and the Buyer. In addition, EL reserves the right, for any reason, in our sole discretion and without notice to you, to remove any Goods you list, to suspend your access to the Services, or to otherwise impose consequences on you for behaviors that EL deems, in its sole discretion, to be inconsistent with EL’s policies or the spirit of a trustworthy marketplace; EL will not be liable to you or to any third party for taking any such action.
No Seller may collect any information from or relating to Buyer (“Buyer Information”), whether via the Services, in the course of offering Goods or otherwise, beyond what is necessary to offer the Goods for the applicable Buyer from or about whom such Buyer Information was collected. Sellers also must not use any Buyer Information beyond what is necessary to offer the Goods for such applicable Buyer. Upon the conclusion of offering the Goods to a Buyer (or otherwise upon the request of such Buyer or EL), Seller must properly destroy all Buyer Information from or relating to such Buyer and make no further use of it whatsoever. Sellers must collect, use, maintain, and transmit all Buyer Information in compliance with all applicable laws.
Certain Services may allow a User to communicate directly with you. When a User communicates with you to inquire about or purchase a product or otherwise, the User may provide you with certain personal information (including the User’s name and email address and, in the case of a purchase, payment and shipping information). Without express consent, you shall not contact Users or use their personal information for any purpose other than Estate Pros – related communications and for completing the transaction for which the information was provided. You may not use this information to distribute unsolicited commercial messages. Certain Services may allow a User to “follow” you. Unless a User “follows” you, or the User consents, you may not add User to your email lists.
As part of the Services, you may receive communications through the Services, including messages that EL sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want EL to send you information that we think may be of interest to you, which may include EL using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from EL, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from EL. You agree to indemnify and hold EL harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
Please Don’t Abuse Others or Our Services
You represent, warrant, and agree that you will not contribute any Content (defined below) or otherwise use the Services or interact with the Services in a manner that:
- infringes or violates the intellectual property rights or any other rights of anyone else (including EL);
- violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by EL;
- is dangerous, harmful, fraudulent, deceptive, threatening, harassing, abusive, defamatory, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable;
- jeopardizes the security of your Estate Pros User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);
- attempts, in any manner, to obtain the password, account, or other security information from any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- runs Maillist, Mailchimp, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- copies or stores any significant portion of the Content; or
- decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Goods or Services.
You further agree to not:
- fail to deliver payment for Goods purchased by you;
- fail to deliver Goods purchased from you;
- manipulate the price of any Good or interfere with other Users’ listings;
- circumvent EL’s policies;
- circumvent or manipulate our fee structure, the billing process, or fees owed to EL;
- engage in any unsolicited or unauthorized advertising, “spamming” or “chain letters,” or any other form of solicitation;
- share EL’s or other Users’ proprietary information or Content obtained through EL’s Services outside of the Services without EL’s or such User’s written consent;
- abuse or harass another using the Services;
- access the Services by any means other than through the interface that is provided, or violate any usage rules relating to the protection of materials or technology on the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
From time to time, EL may modify the rules of its Services to promote accurate representation and reliable delivery of Goods sold on its Services. We have the right, but not the obligation, in our sole discretion to impose consequences on you for behaviors that EL deems, in its sole discretion, to be inconsistent with EL’s policies or the spirit of a trustworthy marketplace. In addition, we have the right, but not the obligation, in our sole discretion to pre-screen, refuse, or remove any Buyer, Seller, listing, item or Content from the Services.
Your Content on the Services
Our Services include information, data, text, articles, photographs, graphics, images, illustrations, video, messages, tags, or other materials (“Content”) from many people and entities, including you, and such Content is the sole responsibility of the person or entity that provided it. This means that you are entirely responsible for all Content that you email, transmit, upload or otherwise make available while using the Services (including through any third party service integrations you enable through the Services), and for the consequences of your actions (including any loss or damage which EL may suffer). The Content is protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including EL’s) rights.
When you upload or post any Content to our Services, you grant to EL and its affiliates a license and right to such Content (and any intellectual property or other proprietary rights you have in such Content) to distribute, syndicate, reproduce, edit, modify, adapt, store, aggregate, publish, publicly perform, publicly display, make derivative works of, and otherwise use, in the broadest sense permitted under applicable law, such Content on or off the Services: (a) for the purpose of providing the Services to you and other Users, such as promoting your listings on the Services; and (b) with respect to Content that is related to the Goods, such as information, photographs, and videos of your Goods, for the purpose of marketing and promoting the Services. For example, for marketing and other purposes, EL will occasionally display your Content or listings on other sites, like Facebook, Twitter and Pinterest. You agree that the licenses you grant us with respect to such Content are royalty-free, perpetual, sublicensable, irrevocable, and worldwide. In order to participate in certain additional EL programs or features, EL may need additional rights with respect to your Content in order to provide such EL programs or features to you. Any such additional rights, if necessary, will be specified in a separate agreement between you and EL that you will have the right to review and approve. For example, if you participate in our program that enables interior designers to submit lifestyle imagery for inclusion in EL’s designer directory or editorial features, EL’s rights in such content will be set forth in a separate agreement.
You represent and warrant that you own or otherwise control or have a license to all necessary rights to the Content that you post or submit to EL for use on the Services and that you have sufficient rights to grant this license to such Content to EL without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. In addition, you agree that EL and its respective affiliates, successors and assigns is not under any obligation of confidentiality with respect to any such Content and that by posting Content, other Users may re-post your Content on third party websites.
Certain features of the Services allow you to share information with others, including through your social networks or other services where you have an account (“Third Party Accounts”). When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a “share” button on or near the Content. If you share information from the Services with others through your Third Party Accounts, such as your social networks, you authorize EL to share that information with the applicable Third Party Account provider.
Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request.
All right, title and interest to the Services (which includes any EL content or materials made available via the Service, the Services’ look and feel, the designs, service marks, trademarks and trade names displayed on the Service) are the property of EL, its affiliates, licensors or users, and are protected by copyrights, patents, trademarks or other proprietary rights and laws.
You may not use, copy, modify, create a derivative work from, reverse engineer, sell, distribute, assign, sublicense or otherwise transfer any right, of any part of the Services without the prior written consent of the respective owner.
Unless otherwise agreed to in a separate agreement between us, with respect to any software or applications that we make available to you (collectively, the “Software”), EL grants you a personal, worldwide, royalty-free, non-transferable and non-exclusive license to use such Software provided, for the sole purpose of enabling you to use the Services in the manner permitted by this TOS. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof. You may not assign or grant a sublicense of your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
You agree to only use the Services for personal purposes, and not for any unintended use of the Services. You agree not to reproduce, duplicate, copy, sell, trade, resell, frame, or exploit for any commercial purposes, any portion of the Services.
Interactions with Third Parties
Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such information or Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. For example, Sellers may upload, post or otherwise provide to EL for use on the Services certain text, materials, or images related to their Goods or in setting up their storefronts on the Services. You agree that EL is not responsible for any such information, text, graphics, images, photos, videos, items of Goods, links or other content posted by Sellers with respect to the Goods or for the quality of Goods purchased from such Sellers. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
Certain of our Services may contain links or connections to third-party websites or services that are not owned or controlled by EL. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that EL is not responsible for such risks.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that EL shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that EL is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release EL, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive any law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Fees and Payments
The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services. Certain of our Services may be subject to payments now or in the future (collectively, the “Paid Services). Please read on for further information and details regarding certain of our Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this ToS.
Billing and Payment Method
We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services (including the purchase of any Goods). The processing of payments will be subject to the terms, conditions and privacy policies of the applicable Payment Processor in addition to this ToS. Please see below for additional information on specific Payment Processors that we use for different Paid Services. We are not responsible for any error by, or other acts or omissions of, any Payment Processor.
By choosing to use Paid Services or purchase any Goods, you agree to pay through the applicable Payment Processor all charges for any use of such Paid Services (including the purchase of any Goods) in accordance with the applicable payment terms, and you authorize us through the Payment Processors to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that a Payment Processor makes even if it has already requested or received payment.
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issue or other provider of your chosen Payment Method. If we do not receive payment from you, you agree to pay all amounts due on your account upon demand.
Current Information Required: YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT (INCLUDING CURRENT, COMPLETE AND ACCURATE CREDIT CARD AND BILLING INFORMATION). YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELLED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
Change in Amount Authorized: If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Purchase of Goods; Commission Fees
Commissions: Certain of our Services may charge a commission if you elect to sell Goods on the Services. In such instances, EL will charge you a commission for each sale in accordance with its then-current commission rate and payment structure. EL will deduct the amounts due for the commission from the amounts payable to Seller for each transaction conducted through the Services.
EL reserves the right to change its commission rates at any time upon notice to you. Such changes shall be effective for all listings of Goods on the Services as of the date provided in EL’s notice.
Currently, we use Square, Inc. as our Payment Processor if you purchase or sell Goods on our website.
Third Party Charges
You are solely responsible for any fees or charges incurred to access the Services through an internet access or mobile access provider, or other third party.
By submitting feedback, ideas, ratings, reviews, or suggestions (“Feedback”) to EL, publicly through web pages (e.g. forums), or privately through customer service, you acknowledge and agree that: (a) your Feedback automatically becomes the property of EL without any obligation of EL to you; (b) your Feedback does not contain confidential or proprietary information of you or any third party; (c) EL may use or disclose such Feedback for any purpose, in any way, in any media worldwide; (d) EL may have something similar to the Feedback already under consideration or in development; and (e) you are not entitled to any compensation or reimbursement of any kind from EL.
You agree that EL may terminate or suspend your EL account and access to the Services at any time, without notice, for any reason, including but not be limited to, (a) breaches or violations of this TOS, including any policies or documents incorporated by reference, or any other agreement you have entered into with EL, (b) requests by law enforcement or other government agencies, (c) a request by you to delete your account, (d) discontinuance or material modification to the Services, (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, or (h) nonpayment of any fees owed by you in connection with the Services. EL has the sole right to decide whether you are in violation of any of the restrictions set forth in this ToS.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. EL may delete your Content, your password and all related information, and files and content associated with your account. You agree that EL shall not be liable to you or any third party for any termination of your account or access to the Service.
If you have deleted your account by mistake, contact us immediately at firstname.lastname@example.org – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of this ToS shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
You agree that you are aware of the contagious nature of bacterial and viral diseases (the “Diseases”) and the risk that you may be exposed to or contract the Diseases or other infectious diseases by engaging in or using the Services (including the purchase of Goods). You understand and acknowledge that such exposure or infection may result in illness, personal injury, permanent disability, death, or property damage. You acknowledge that this risk may result from or be compounded by the actions, omissions, or negligence of others, including EL employees and other Users. NOTWITHSTANDING THE RISKS ASSOCIATED WITH THE DISEASES, YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY USING THE SERVICES WITH KNOWLEDGE OF THE DANGER INVOLVED. YOU HEREBY AGREE TO ACCEPT AND ASSUME ALL RISKS OF PERSONAL INJURY, ILLNESS, DISABILITY, DEATH, OR PROPERTY DAMAGE RELATED TO THE DISEASES, ARISING FROM YOUR USE OF THE SERVICES (INCLUDING THE PURCHASE OF ANY GOODS), WHETHER CAUSED BY THE NEGLIGENCE OF EL OR OTHERWISE.
You hereby expressly waive and release any and all claims, now known or hereafter known, against EL and its officers, directors, employees, agents, affiliates, members, successors, and assigns (collectively, “Releasees”), on account of injury, illness, disability, death, or property damage arising out of or attributable to your use of the Services (including your purchase of any Goods) and being exposed to or contracting the Diseases, whether arising out of the negligence of EL or any Releasees or otherwise. You covenant not to make or bring any such claim against EL or any other Releasee, and forever release and discharge EL and all other Releasees from liability under such claims.
You acknowledge that you are familiar with any applicable federal, state, and local laws, orders, directives, and guidelines related to the Diseases. You will comply with all such applicable orders, directives, and guidelines in your use of the Services (including, for example, in your selling and packaging of any Goods).
You shall defend, indemnify, and hold harmless EL and all other Releasees against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees, and the costs of enforcing any right to indemnification under this provision, and the cost of pursuing any insurance providers, incurred by EL or any other Releasees, arising out or resulting from any claim of a third party related to the Disease due to your use of the Services.
Disclaimer of Warranties
Your use of the Services is at your sole risk. EL and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (EL and all such parties together, the “EL Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services or any Goods, and the EL Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits, procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The EL Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services, including, without limitation, any Goods. Products and services purchased or offered through the Services are provided “AS IS” and without any warranty of any kind from the EL Parties or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).
THE SERVICES AND CONTENT ARE PROVIDED BY EL (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE EL PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS (II) THE AMOUNT DUE UNDER OUR THEN-CURRENT REFUND POLICY, OR (III) THE FAIR MARKET VALUE OR LISTING PRICE OF THE GOODS ITEM SUBJECT TO THE APPLICABLE CLAIM, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree that you must evaluate, and bear all risks associated with, the use of any Content and items, including any reliance on the accuracy, completeness, or usefulness of such Content and items.
You agree to indemnify and hold the EL Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account) and any Goods (including any Goods you buy, sell or offer to sell using the Services), (b) your violation of this TOS or any Membership Agreement, and (c) your violation of any applicable law, rule or regulation or any rights of another.
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without EL’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law
These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Michigan, without regard to the conflicts of laws provisions thereof.
Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with EL and limits the manner in which you can seek relief from EL. Both you and EL acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, EL’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
Arbitration Rules; Applicability of Arbitration Agreement: The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Oakland County, Michigan. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
Costs of Arbitration: The Rules will govern payment of all arbitration fees.
Small Claims Court; Infringement: Either you or EL may assert claims, if they qualify, in small claims court in Oakland County, Michigan or any United States county where you live or work.
Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Waiver of Jury Trial: YOU AND EL WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and EL are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and EL over whether to vacate or enforce an arbitration award, YOU AND EL WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions: ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor EL is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in the “Exclusive Venue” section below.
Opt-out: You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: (TBD) postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
Exclusive Venue: If you send the opt-out notice above, and/or in any circumstances where the foregoing arbitration agreement permits either you or EL to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and EL agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Oakland County, Michigan, or the federal district in which that county falls.
Severability: If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with EL.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that EL may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. EL shall not be held liable or responsible to you nor be deemed to have defaulted under or breached this ToS for any failure or delay in fulfilling or performing any term of this ToS where such failure or delay is caused by or results from causes beyond the reasonable control of EL, including but not limited to, the elements, fire, floods, severe weather, earthquake, epidemics or pandemics, vandalism, accidents, sabotage, power failure, denial of service attacks or similar attacks, Internet failure, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or by you or another User. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms or applicable Membership Agreement are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms and the applicable Membership Agreement shall otherwise remain in full force and effect and enforceable. You and EL agree that these Terms and any applicable Membership Agreement are the complete and exclusive statement of the mutual understanding between you and EL, and that these Terms and the applicable Membership Agreement supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms and/or Membership Agreement. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of EL, and you do not have any authority of any kind to bind EL in any respect whatsoever.
Except as expressly set forth in the section above regarding the arbitration agreement, you and EL agree there are no third-party beneficiaries intended under these Terms.
Copyright Dispute Policy and Notice Procedure
EL respects the intellectual property of others, and we ask our users to do the same. You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like EL, being asked to remove material that allegedly violates someone’s copyright. In accordance with the DMCA, we’ve adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.
- Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to EL’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,”)
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
- Identification of works or materials being infringed;
- Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that EL is capable of finding and verifying its existence;
- Contact information about the notifier including address, telephone number and, if available, email address;
- A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
- A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
- Once Proper Bona Fide Infringement Notification Is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:
- remove or disable access to the infringing material;
- notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
- terminate such content provider’s access to the Services if he or she is a repeat offender.
- Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:
- A physical or electronic signature of the content provider;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
- A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
- Content provider’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which EL is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, EL may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that EL may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at EL’s discretion.
Please contact EL’s Designated Agent at the following address:
By email to: email@example.com
By mail to: (TBD)