Last Updated: October 18, 2024
These OfferUp Seller Terms and Conditions (the “Seller 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 (“Customer”) who purchase the applicable services through an Order Form (the “Service”). OfferUp and Customer may each be referred to individually as a “Party”. By executing an Order Form that references these Seller Terms, Customer agrees to be bound by these Seller 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 Seller 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 Seller Terms, the Order Form, and the General Terms, precedence will be given in the following order: (a) the Order Form, (b) the Seller Terms, and (c) the General Terms. Any defined terms not defined in the Seller Terms will have the definition given to them in the Order Form or the General Terms.
1. Services.
a. Access to the Service. OfferUp grants Customer a nonexclusive, nontransferable, worldwide right to access and use the Service during the Term. By purchasing access to, or otherwise using the Service, Customer agrees to pay the applicable Service Fees (defined below) and to use the Service in compliance with these Seller Terms and any documentation or policies provided by OfferUp that are applicable to the Service.
b. Customer Service Rules. By enrolling in the Services, Customer acknowledges and agrees to the following:
i. Customer will be given access to create an OfferUp seller account;
ii. Customer will only post one Post per item on the OfferUp marketplace;
iii. Customer agrees not to create duplicate Posts for the same item;
iv. Customer must post their Posts from their official Customer account, not from any other OfferUp account (such as an employee, friend, or family member’s personal account);
v. Customer must keep their inventory Posts up to date and accurate, which includes removing sold or unavailable inventory in a timely manner and not misrepresenting the quality or quantity of items available for sale;
vi. Customer may not exceed the posting limits set forth in any Order Form(s) or take any actions to circumvent the posting limits;
vii. Customer must comply with all item category posting restrictions and limits set by OfferUp (which may be stated in the Order Form, sent by email, or provided through the Services); and
viii. Customer’s Posts and account behavior must comply with OfferUp’s Posting Rules and Prohibited Items Guidelines.
c. Rights Reserved by OfferUp. OfferUp reserves the right in its sole discretion to:
i. Modify these Seller Terms, the OfferUp Technology (defined below), or the Service;
ii. Impose rules for, limits on use of, or access to, the Service;
iii. Restrict Customer’s access to part, or all, of the Service without notice;
iv. Change, suspend, or discontinue any aspect of the Service without prior notice; or
v. Change pricing for the Service (as set forth below).
vi. Except as set forth herein, OfferUp will not be liable to Customer for taking any of the actions listed in C(i)-(v) 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 OfferUpterminates Customer’s access to the Service for any reason other than Customer’s breach of these Seller 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 Services that Customer had not yet used at the time of termination or modification.
2. Terms and Fees. Customer will pay the Monthly Price and any other fees specified in the Order Form (“Service Fees”) during the Term (defined below) as follows:
a. Payment. OfferUp will bill you for all Service Fees due in advance for your use of the Services. Unless otherwise communicated to you, credit card and ACH payments are due at the beginning of the relevant Initial or Renewal Term, and Customer will be charged monthly in accordance with their Order Form and invoice. You authorize OfferUp to charge your payment method on file for all Service Fees when due. Service Fees may be prorated for partial months of the Term. OfferUp may enable other forms of payment, which may be subject to additional terms. If a payment is not processed for any reason, OfferUp may suspend access to the Service until payment is made. 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 Customer’s Service 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 Order Form, a Party must provide prior written notice to the other Party at least 30 days before the end of the then-current Initial or Renewal Term. OfferUp must send notices to the Customer’s e-mail listed in the applicable Order Form, and Customer must send notices to [email protected].
c. Price Increases. Service Fees are subject to change at OfferUp’s discretion. 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. 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 2(b) above.
3. Modifications. OfferUp reserves the right to change these Seller 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 our Service and offerings. If OfferUp makes a material change to these Seller Terms (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 your responsibility to read any such notice and changes carefully. If Customer does not wish to accept the updated and modified Seller Terms, they should 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 Terms. OfferUp reserves the right to change the General Terms or Privacy Policy at any time without notice.
4. Restrictions. OfferUp does not grant Customer a license, express or implied, to any OfferUp intellectual property except as specifically authorized by these Seller 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 Seller Terms, and not for the benefit of any third-party unless expressly permitted by these Seller 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.
5. Communications. OfferUp may be required by law to provide copies of Customer communications about the Service or third-party products or services. By executing an Order Form, registering for an account, sending OfferUp an electronic message, or otherwise communicating with OfferUp, Customer has agreed to communicate with OfferUp electronically, which may include receiving emails from OfferUp or its partners.
6. Business Verification, Representation and Warranty. If you are purchasing the Services under a “Verified” business program or offering, which will be indicated in your Order Form or based on the Services you purchase, this Section 6 is applicable to you. 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.
7. Account Access. 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 its account with OfferUp. 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 or access of the account or any other breach of security.
8. 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 in a Post, Customer acknowledges and agrees that Customer (not OfferUp) is responsible for including all necessary disclosures, information, and any other requirements mandated by the Applicable Laws. Furthermore, Customer agrees to indemnify OfferUp, their employees and directors from any and all claims that Customer is in violation of any Applicable Laws by an end user, government agency or other regulatory body.
8. No Unlawful or Prohibited Use. Customer shall not use the Service for any purpose that is unlawful, illegal, or prohibited by these Seller 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 improper means. Customer shall not obtain or attempt to obtain any OfferUp proprietary materials or business information through any means not intentionally made available through the Service.
9. 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. 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.
10. Entire Agreement; Miscellaneous. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes any prior agreement or understanding with respect the subject matter hereof. Neither failure nor delay by either party in exercising any right under this Agreement will operate as a waiver of such right. 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 purpose of such unenforceable provision.