Last Updated: July 31, 2024
These Verified Dealer Program Terms and Conditions (these “Service Terms”), together with any applicable order form (the “Order Form”) (collectively, the “Agreement”), constitute a binding agreement between OfferUp Inc. (“OfferUp”) and the person or entity and their agents who purchase the applicable services through an Order Form (“Customer”). The Service Terms apply to Customer’s use of OfferUp’s Verified Dealer Program offered through our website, mobile applications and other online products and services (the “Service”). By executing an Order Form that references these Service Terms, Customer agrees to be bound by these Service Terms and all terms incorporated by reference, which include: the OfferUp Terms of Service available at https://offerup.com/terms (“General Terms”), along with the OfferUp Privacy Policy, available at https://offerup.com/privacy (“Privacy Policy”). The General Terms and Privacy Policy are hereby fully incorporated into these Service Terms, and Customer acknowledges they have read and agree to the General Terms and acknowledge the terms of the Privacy Policy. In particular, Customer should note that the General Terms include a mandatory arbitration provision and class action waiver. Unless otherwise noted, in the event of any conflict or inconsistency among the Service Terms, the Order Form, and the General Terms, precedence will be given in the following order: (a) the Order Form, (b) the Service Terms, and (c) the General Terms. Any defined terms not defined in the Service Terms will have the definition given to them in the Order Form or the General Terms.
1. The Service.
a. Access to the Service. OfferUp grants Customer a nonexclusive, nontransferable, worldwide right to access and use the Service during the Term. By purchasing, using or accessing the Service, Customer agrees to pay the applicable Service Fees and to use the Service in compliance with these Service Terms and any documentation or policies provided by OfferUp that are applicable to the Service.
b. Customer Service Rules. By purchasing the Services, Customer acknowledges and agrees to the following:
i. Customer will be given access to create a verified OfferUp account, from which Customer will be required to post all of their listings;
ii. Customer is allowed to post one listing per designated piece of inventory on the OfferUp marketplace, and agrees not to create duplicate listings for the same inventory;
iii. Customer may only post their listings from their verified Customer account, not from any other OfferUp account (such as an employee, friend, or family member’s personal account);
iv. Customer’s posts must comply with OfferUp’s posting restrictions, which includes not taking any actions to circumvent posting limits and complying with all item category posting restrictions set by OfferUp (which may be stated in the Order Form, sent by e-mail, or provided through the Services); and
v. Customer’s posts must comply with OfferUp’s Posting Rules and Prohibited Items Guidelines.
c. Leads. Customer acknowledges that OfferUp may give potential buyers the opportunity to share their contact information with Customer. If Customer receives this information through the Services, Customer agrees they will not sell the contact information to any third party and will maintain the information in compliance with applicable privacy laws.
d. Feed Service.
i. OfferUp works with third-party feed providers (“Inventory Partners”) to access and integrate Customer’s inventory into the OfferUp marketplace (“Feed”). OfferUp has full discretion which Inventory Partner to use when powering OfferUp’s Feed. If Customer purchases Services that OfferUp determines will require a Feed, Customer authorizes OfferUp’s Inventory Partner to aggregate and pull Customer’s inventory data through the Feed for use and display on OfferUp. As needed to provide the Feed services, Customer grants OfferUp the right to share Customer’s contact details with the Inventory Partner so that the Inventory Partner may contact Customer and Customer’s applicable service providers to set up the Feed.
ii. It may take up to seven days (or longer if Customer is unresponsive) for a new Feed to be set up and become active after purchase.
iii. If Feed services are purchased, Customer’s verified inventory Feed will be the only method by which Customer can post listings on OfferUp, and any manual postings created by Customer may be deleted by OfferUp without prior notice to Customer.
iv. Inventory Partners may require a license to Customer’s inventory data in order to provide the Feed. If required by Inventory Partner, Customer permits OfferUp to grant a limited license to Inventory Partner on Customer’s behalf only as necessary for the Inventory Partner to provide the Feed.
e. Promoted Placements. Promoted placements are listings promoted to a higher location within the OfferUp marketplace feed (“Promoted Placements”). Promoted Placements are purchased on a percentage basis of Customer’s available inventory (“Lot Size”). The number of Promoted Placements Customer will receive is based on the Lot Size in place at the time the Order Form is executed, and the number of Promoted Placements is fixed even as a Lot Size fluctuates. Promoted Placements will be applied to Customer’s listings based on the logic Customer selects during account on-boarding, or if available, as selected in the online business portal.
f. LeadFilter.
i. If Customer uses OfferUp’s lead vetting service (“LeadFilter”), Customer grants OfferUp the right to respond to the chat messages received by Customer from other users in the OfferUp marketplace. The LeadFilter service will be generally available 24 hours a day, 7 days a week unless otherwise noted by OfferUp (subject to unexpected changes in volume, staffing, or service interruptions). OfferUp will provide LeadFilter in a commercially reasonable and professional manner.
ii. Customer should take note of the following limitations of the LeadFilter service: (a) OfferUp cannot guarantee that LeadFilter messages will be without fault or error-free, (b) OfferUp does not guarantee that using LeadFilter will lead to any specific results, such as an increase in sales volumes, and (c) LeadFilter relies on Customer for accurate and up-to-date information on Customer’s business and inventory and the failure of Customer to provide accurate or timely information may result in errors or interruption to the LeadFilter service. Furthermore, OfferUp is not responsible or liable for such errors or interruptions due to Customer’s inaccurate information. As well, OfferUp is not responsible or liable for any claims that are the result of information provided by Customer to OfferUp regarding Customer’s inventory, listings, or business, when OfferUp relied on it to respond to user messages through LeadFilter.
2. Rights Reserved by OfferUp. OfferUp reserves the right, in its sole discretion, to:
a. modify these Service Terms, the OfferUp Technology (as defined below), or the Service;
b. impose rules for, limits on use of, or access to, the Service;
c. restrict Customer’s access to part, or all, of the Service without prior notice;
d. change, suspend, or discontinue any aspect of the Service; or
e. change pricing for the Service.
Except as set forth herein, OfferUp will not be liable to Customer or to any third party for taking any of the actions listed in 2(a)-(e) above. OfferUp may terminate Customer’s use of the Service at any time, for any or no reason, and without prior notice. In the event that OfferUp terminates Customer’s access to the Service for any reason other than Customer’s breach of these Service Terms, or if OfferUp modifies the Service in a manner that materially impacts Customer’s use of the Service, Customer’s sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for the Service that Customer had not yet used at the time of termination or modification.
3. Term and Fees. Customer shall pay all fees specified in the Order Form (“Service Fee”) as follows:
a. Payment. OfferUp will bill Customer for all Service Fees due in advance of Customer’s use of the Services as outlined in the applicable invoice. Unless otherwise communicated, credit card and ACH payments are due at the beginning of the relevant Initial or Renewal Term. Customer authorizes OfferUp to charge their payment method on file for all Service Fees when due. OfferUp may enable other forms of payment, which may be subject to additional terms. OfferUp may adjust Customer’s monthly billing date at any time, but will provide all the necessary prorations and true ups to ensure Customer is billed the correct amount. If a payment is not processed for any reason, OfferUp may suspend access to the Service until Customer is paid in full and up to date on all outstanding Service Fees. Customer may not access the Service except during a paid-up Term. Except as otherwise stated, all Service Fees owed during the Term are non-cancellable and non-refundable.
b. Term, Auto-Renewal, Fees, Termination. The effective period of a subscription is set forth in the Order Form which includes the initial term (“Initial Term”) and as applicable, subsequent renewal term(s) (“Renewal Terms”) (collectively, the “Term”). Unless otherwise stated in the Order Form, following the Initial Term, the Services will automatically renew for additional one-month Renewal Terms until the Services are terminated by either Party. To terminate an applicable Order Form, a party must provide at least 30 days prior written notice to the other before the end of the then-current Initial or Renewal Term. Customer must email OfferUp at [email protected] to terminate the Services.
c. Early Termination. If Customer’s Initial Term is longer than three months, Customer may terminate the Services for convenience during the Initial Term by providing 30 days advance written notice to [email protected] and paying OfferUp a one-time early termination fee of $500. The fee is due at the end of the 30 day notice period. The fee covers OfferUp’s costs for Customer onboarding and account set up and is not a penalty. Customer’s access to the Services will cease at the end of the 30 day notice period.
d. Price Increases. Service Fees are subject to change. OfferUp will provide Customer with at least 30 calendar days advance notice of any price increase. The price increase will go into effect at the start of Customer’s next applicable Renewal Term following the 30-day notice. A price increase notice may be in the form of an email or an invoice. After receiving such notice, the new pricing will supersede the pricing listed in Customer’s pre-existing Order Form. If Customer does not want to pay the increased price for the Services, then Customer should elect not to renew the Services and must terminate the Services in accordance with Section 3(b) above.
e. Disputes. If Customer wants to dispute a Service Fee invoice or charge (a “Charge”), they are free to do so, but any such dispute must be done in accordance with this subsection. All disputed Charges must be raised by Customer within 30 calendar days after receiving the applicable invoice. Any disputes received after those 30 calendar days will not be reviewed and the Service Fees must be paid in full by Customer. To dispute a Charge, Customer must email their account manager outlining the details of the dispute and any evidence that the Charge was incorrect. OfferUp will review the dispute email and reply providing a determination on whether the Charge was made in error or is correct. All decisions made by OfferUp are final and may not be appealed.
4. Modifications.
a. The Agreement. OfferUp reserves the right to change these Service Terms, or any terms contained in applicable Order Form from time to time. Changes may, for example, be made to accommodate new products or services, to comply with changing laws or regulations, or otherwise to better adapt the Agreement to the Services and offerings. If OfferUp makes a material change to the Agreement (as solely determined by OfferUp), OfferUp will notify Customer at least 30 days prior to the effectiveness of the change. Such notice will be provided by either email, an invoice, or an in-Service notification. Upon receipt of the notice, it is Customer’s responsibility to carefully read any such notice and changes. If Customer does not wish to accept the updated and modified Agreement, they can elect to not renew their order for Services. Unless a timely Service cancellation is received from Customer, any continued use of the Services after the start of Customer’s next applicable Renewal Term will constitute acknowledgment and agreement of the modified Agreement. OfferUp reserves the right to change the General Terms or Privacy Policy at any time without notice.
b. The Services. Customer may elect to modify their Service offerings by upgrading or downgrading their package and may be required to sign a new Order Form accordingly. If Customer upgrades their package, Customer will be given access to the new package on the date the new contract is signed and be billed on a prorated basis during the first month of service. If Customer downgrades their package, Customer will continue the then current Initial or Renewal Term on their existing package, but beginning on the next renewal date, have access to the new package and thereafter be charged the new monthly Service Fees.
5. Texting. If Customer prefers to communicate with OfferUp and receive product updates via text messaging, they can opt-in to texting by completing this form: https://autos.offerup.com/sms or as otherwise provided by OfferUp. Customer’s decision to opt-in to texting is not a condition of purchasing the Services, and Customer may opt-out at any time by following the instructions contained in the text message thread with OfferUp.
6. Restrictions. OfferUp does not grant Customer license, express or implied, to any OfferUp intellectual property except as specifically authorized by these Service Terms. All the technology and intellectual property used in providing the Service, including computer software programs, websites, networks, and equipment, and any content (collectively, the “OfferUp Technology”) is the property of OfferUp or its third-party content suppliers and is protected by United States and international copyright and trademark laws. Customer shall only use the OfferUp Technology and services as set forth in an Order Form or these Service Terms, and not for the benefit of any third party unless expressly permitted by these Service Terms. Customer shall not: (a) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the OfferUp Technology; (b) reproduce, modify, create, or prepare derivative works of any of the OfferUp Technology; (c) distribute or display any of the OfferUp Technology; (d) share, sell, rent, lease, or otherwise distribute access to the Service; (e) alter, destroy or otherwise remove any proprietary notices within the OfferUp Technology; or (f) disclose the results of any benchmark tests to any third parties without OfferUp’s prior written consent.
7. Business Verification, Representation and Warranty. Before Customer has been onboarded for the Service, Customer must complete OfferUp’s business verification process by providing OfferUp with current, complete, and accurate information about Customer business status. This includes, but is not limited to, documentation verifying the Customer is in good standing and is licensed and registered to conduct business in the state listed in the Order Form. Customer further agrees to indemnify OfferUp for any misrepresentation or falsification of Customer registration status, failure to obtain the correct state registration or license, and/or any third-party claims that result from Customer not being properly registered to do business as required in their applicable jurisdiction. Furthermore, Customer warrants that Customer’s business license is not shared with any third-party entities or other customers, and that everyone permitted to work on behalf of Customer is appropriately registered under their applicable state license.
8. Resellers. If Customer purchased the Services through an approved and verified OfferUp reseller partner (“Reseller”) Customer agrees that these Service Terms will apply to their use of the Services. Reseller was obligated to share these Service Terms at the time of purchase for review and acceptance, and Customer’s continued use of the Services indicates Customer’s continued acceptance of the Service Terms. Reseller may not modify these Service Terms in any way nor make any commitments on OfferUp’s behalf.
9. Compliance with Applicable Laws. Customer agrees to comply with all laws and regulations applicable to the business in which Customer operates, this includes but is not limited to, advertising laws, deceptive pricing laws, and all other applicable consumer protection laws (“Applicable Laws”). When listing items for sale on OfferUp, Customer acknowledges and agrees that Customer is responsible, not OfferUp, for including all necessary disclosures, information, and other requirements mandated by the Applicable Laws.
10. Account Password and Security. The Service requires Customer to create an account with OfferUp, and Customer must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. In addition to entering relevant account information, Customer will be asked to choose a password and a username. Customer is solely responsible for maintaining the confidentiality of the password, username, and other account information. Furthermore, Customer is solely responsible for all activities that occur under their account, whether authorized or not. OfferUp will not be liable for any loss or damages that Customer may incur as a result of the use by any party, authorized or otherwise, of Customer’s password or account. Customer shall notify OfferUp immediately of any unauthorized use of the account or any other breach of security.
11. Confidentiality. From time to time, OfferUp may share information with Customer that is confidential (e.g. OfferUp may reveal new and upcoming features or internal company metrics). Information will be deemed confidential if it’s marked confidential, or a reasonable person would consider it confidential under the circumstances. If OfferUp shares any confidential info with Customer about OfferUp or the Service, Customer agrees to keep it confidential and use reasonable measures to prevent others from accessing the confidential information.
12. No Unlawful or Prohibited Use. Customer shall not use the Service for any purpose that is unlawful or prohibited by these Service Terms, or the General Terms. This prohibition includes, but is not limited to, using the Service in a manner that could damage, disable, overburden, or impair any OfferUp server, or the networks connected to any OfferUp server, or interfere with any other party’s use and enjoyment of any of the Service. Customer shall not attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to OfferUp through hacking, password mining, or any other means. Customer shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. Customer shall not use the Service to, nor permit any third party to: (a) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (b) download, upload, or otherwise make available materials, software, or information that is not legally Customer’s and without permission of the intellectual property rights owner; or (c) impersonate someone else or falsely represent Customer’s identity or qualification, or to breach another’s privacy.
13. Data Security. OfferUp will maintain commercially appropriate administrative, physical, and technical safeguards designed to protect the security of the Services and Customer Data. “Customer Data” means Customer’s OfferUp listings, the content of the messages Customer sends, and any personal information Customer provides when creating their OfferUp account. Customer Data does not include any other listings, the message content sent by another user, OfferUp’s Technology, or the personal information of any other user, whether or not they become a customer of Customer at a later date.
14. Disclaimer of Warranties and Limitation of Liability. The Service is made available to Customer on an “as is” and “as available” basis, unless otherwise specified in writing. To the fullest extent permissible by applicable law, OfferUp disclaims all warranties express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. The remedies described in this section are Customer’s only remedies for any breach of warranty or any other claim. OfferUp’s total liability arising out of the Service, whether based on warranties, claim of negligence, or otherwise, shall not in any case exceed the cost paid by Customer to access the Service during the twelve-month period preceding the events giving rise to the claim or $300, whichever is less, and OfferUp will not be liable to Customer or any third party for any incidental, consequential, or special damages, including damages for loss of data, goodwill, use of money, stoppage of work, or any other claim.
15. Third Party Services. Third parties may be allowed from time-to-time to offer non-OfferUp products or features to Customers in conjunction with the Services. Any use by Customer or their users of such non-OfferUp products is the sole responsibility of Customer and the applicable provider. OfferUp does not warrant or offer support for non-OfferUp products.
16. Entire Agreement; Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties and supersedes any prior agreement or understanding with respect to the subject matter hereof. This Agreement may not be amended, modified or supplemented unless mutually agreed upon in writing and signed by an authorized signatory of each party. Neither failure nor delay by either party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege. If any provision of this Agreement is held invalid or unenforceable by a body of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect and, if legally permitted, such provision will be replaced with an enforceable provision, so as to come as close as possible to achieving the economic, legal or other purpose of such unenforceable provision. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.