OfferUp Local Advertising Terms
Last Updated May 21, 2021
These OfferUp Local Advertising Terms (these “Service Terms”), together with any applicable Order Form(s) (“Agreement”), constitute a binding agreement between OfferUp Inc. (“OfferUp”) and the person or entity and their agents (“Advertiser”) who purchase local advertising services (the “Service”) from OfferUp pursuant to an order form (the “Order Form”) (OfferUp and Advertiser each being a “Party”). By executing an Order Form that references these Service Terms, Advertiser agrees to be bound by these Service Terms and all terms incorporated by reference. The Terms of Service available at https://offerup.com/terms (“General Terms”) for using the OfferUp applications, website, and other products or services (collectively, the “OfferUp Service”) are hereby incorporated into the Service Terms. In particular, Advertiser should note that the General Terms include a mandatory arbitration provision and class action waiver. 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 descending order: (a) the Order Form, (b) the Service Terms and (c) the General Terms.
1. Local Advertising Service.
a. Service.By executing an Order Form, Advertiser 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. Content. Advertiser will ensure that the Advertisements and the Advertiser Site do not contain or link to any content or other material that: (i) violates, infringes or misappropriates the patent, copyright, trademark, trade secret, or other intellectual property right (“IPR”) of any third party or the rights of publicity or other rights of any third party; (ii) violates any applicable law, rule or regulation; (iii) promotes or depicts violence, dangerous or unsafe behavior, including advertising for weapons, ammunition, fireworks or other explosive materials; (iv) contains any advertising for alcohol or tobacco products, gambling-related content, or any illegal or recreational drugs; (v) any advertising for health care or medicine products or services, including pharmaceutical drugs; (vi) contains any advertising for political parties, candidates, ballot initiatives or otherwise related to political issues; (vii) is abusive, harmful, offensive, false or misleading, defamatory, harassing, obscene, pornographic, sexually explicit or otherwise objectionable, including content that promotes the sale of counterfeit goods; (viii) includes malware, time bombs, Trojan horses, viruses, or other harmful code, including software designed to delete, disable, provide unauthorized access, interfere with or otherwise harm any software, program, data, device, system or service; (ix) contains “cloaking” or other techniques to mask the destination to which users are directed when clicking on an Advertisement; or (x) copies or resembles the look and feel of any OfferUp product or service.
d. Modifications; Rights Reserved by OfferUp.OfferUp reserves the right, in its sole discretion, to (a) modify the Agreement, the OfferUp Technology, or the Service; (b) impose rules for, limits on use of, or access to, the Service; (c) restrict Advertiser’s access to part, or all, of the Service without notice; or (d) change, suspend, or discontinue any aspect of the Service. OfferUp is not required to provide prior notice if modifications are necessary to comply with applicable laws, but shall use commercially reasonable efforts to provide prior notice when practicable. If the modifications materially and adversely affect Advertiser, and Advertiser does not wish to accept such modifications, then Advertiser may terminate the Services by providing written notice to OfferUp within the 30-day period following the date of the Modification Notice. If Advertiser does not terminate the affected Services as specified in this section, then Advertiser will be bound by the modified terms beginning upon the effective date of the Modification Notice. OfferUp will not be liable to Advertiser or any third party for taking any of the actions listed in (a)-(d) above. OfferUp may terminate the Services at any time, for any or no reason, and without prior notice. In the event that OfferUp terminates Advertiser’s access to the Service for any reason other than Advertiser’s breach of these Service Terms, or OfferUp modifies the Service in a manner that materially impacts Advertiser’s use of the Service, Advertiser’s sole remedy for such action will be a pro-rata reduction to the amount due for the then-current Renewal Term.
2. Restrictions.OfferUp does not grant Advertiser 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. Advertiser 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. Advertiser 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.
3. No Unlawful or Prohibited Use.Advertiser shall not use the Service for any purpose that is unlawful or prohibited by these Service 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. Advertiser 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. Advertiser shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. Advertiser 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 Advertiser’s and without permission of the intellectual property rights owner; or (c) impersonate someone else or falsely represent Advertiser’s identity or qualification, or to breach another’s privacy.
4. Disclaimer of Warranties and Limitation of Liability.The Services are made available to Advertiser 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 Advertiser’s only remedies for any breach of warranty or other claim. OfferUp’s total liability arising out of the Service, whether based on warranties, claim of negligence, or otherwise, shall not exceed the cost paid by Advertiser 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 Advertiser 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.
5. Miscellaneous. OfferUp and Advertiser will not be construed as creating a partnership, joint venture, or employment relationship. Neither party will represent itself to be an employee, partner, or agent of the other or enter into any agreement on the other’s behalf or in the other’s name. Third parties may use non-OfferUp products or features in conjunction with the Services. Any use by Advertiser or its users of such non-OfferUp products is the sole responsibility of Advertiser and the applicable provider. OfferUp does not warrant or offer support for non-OfferUp products. By using the Service or sending electronic messages to OfferUp, Advertiser is communicating with OfferUp electronically. OfferUp may be required by law to provide copies of Advertiser communications about the Service or third party products or services. By sending OfferUp an electronic message, or otherwise communicating with OfferUp, Advertiser has agreed to communicate with OfferUp electronically, which may include receiving emails from OfferUp or its partners.