Terms and Conditions
By using the Website in any manner, including but not limited to visiting or browsing the Website, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Website, including without limitation users who are vendors, customers, merchants, contributors of content, information and other materials or services on the Website.
1. "Company Services": Tradesy as a Platform
Tradesy is a platform whereby users ("Buyers" and "Sellers"), in accordance to Company's policies and this Agreement and the Seller’s Participation Agreement, offer, sell, buy, and trade certain goods ("Company Services" or "Services"), such as clothing, accessories, and shoes.
2. Disclaimers and Limitation of Liability
Tradesy is not involved in the actual transaction between Buyers and Sellers. While Tradesy may help facilitate the resolution of disputes through various programs, and may provide guarantees which are backed by the Tradesy Return Policy, we have no control over and do not guarantee the existence, quality, safety, or legality of items advertised; the truth or accuracy of usercontent or listings; the ability of Sellers to sell items; the ability of Buyers to pay for items; that a Buyer or Seller will actually complete a transaction or return an item; the legal transfer of item from the Seller to the Buyer; or that a buyer or seller will actually complete a transaction.
Rather, our goal at Tradesy is to maintain our Website, the Company Services, and any tools , in a manner that is safe, secure, and functioning properly. You acknowledge that we cannot guarantee the continuous operation of or access to our Website, services, or tools. You further acknowledge that operation of and access to our Website, services, or tools may be interfered with as a result of technical issues or numerous factors outside of our control. You agree that you are making use of our Website, services, and tools at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold Company responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
• Your use of or your inability to use our Website, Services and tools;
• Delays or disruptions in our Website, Services, or tools;
• Viruses or other malicious software obtained by accessing our Website, Services, or tools or any site, Services, or tool linked to our Website, Services, or tools;
• Glitches, bugs, errors, or inaccuracies of any kind in our Website, Services, and tools or in the information and graphics obtained from them;
• The content, actions, or inactions of third parties, including items listed using our Website, services, or tools or the destruction of allegedly fake items;
• A suspension or other action taken with respect to your account; and
• The duration or manner in which, as a seller, your listings appear in search results.
Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our policies; Company reserves the right to modify its policies and this User Agreement at any time consistent with the provisions outlined herein. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) any amounts due under the Tradesy Trust Promise up to the price the item sold for on Company Website (including any applicable sales tax) and its original shipping costs, (b) the amount of fees in dispute not to exceed the total fees which you paid to Tradesy in the 12 months prior to the action giving rise to the liability, or (c) $100.
3. Website Access
In order to use the Website or the Services, you must register for an account with Tradesy (an "Account") and provide certain information. You represent and warrant that all required registration information you submit is truthful and accurate, and you will maintain the accuracy of such information. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Subject to the Terms, Tradesy grants you a limited, non-exclusive, nontransferable personal (i.e., non-commercial) license to access and use the Website and Services. The rights granted to you by the Terms will remain in force only for so long as the Terms remain in effect. You may not rent, transfer, assign, commercially exploit, resell or sublicense access to the Service to any third-party. You will not (nor will you cause any of your employees, contractors, agents and principals to) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of Company’s technology. Any future release, update, or other addition to functionality of the Website or Services shall be subject to the Terms. You agree not to use the Website or the Services to: (a) violate any local, state, national or international law; (b) stalk, harass or harm another individual; (c) collect or store personal data about other users; (d) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (e) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services. You may not (i) use any high volume, automated, or electronic means to access the Services (including, without limitation, robots, spiders or scripts); or (ii) frame the Website, place pop-up windows over its pages, or otherwise affect the display of its pages.
c. Binding Sale
All sales are binding. The seller is obligated to ship the order to complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as the seller no longer possessing the item, the item having incurred damage, or a listing error. If you do not complete a transaction, your account and all listings may be suspended and removed from the Site, and may be reinstated at Tradesy’s sole discretion.
4. Membership Eligibilitya. United States Resident
Currently, Company’s Services are only available to buyers and sellers who are located in the United States.
Company's Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer access to or use of the Website to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Website is revoked in such jurisdictions.
Individuals under the age of 18 must at all times use Company's Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this all cases, the adult is the user and is responsible for any and all activities.
You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by Company's policies as stated in the Agreement and the Company policy documents listed below (if applicable to your activities on or use of the Website) as well as all other operating rules, policies and procedures that may be published from time to time on the Website by Company, each of which is incorporated herein by reference and each of which may be updated by Company from time to time without notice to you:
Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Company of any unauthorized use of your password or any breach of security. You also agree that Company cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Company without Company's express written permission.
You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items using Tradesy Secure Checkout, you must provide and maintain valid PayPal payment information in your account.
You may not transfer or sell your Tradesy account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
Company's Services are not available to temporarily or indefinitely suspended Tradesy members. Company reserves the right, in Company's sole discretion, to cancel unconfirmed or inactive accounts. Company reserves the right to refuse service to anyone, for any reason, at any time.
5. Fees and Terminationa. Fees
Joining Tradesy is free. Tradesy has two (2) levels of membership, one of which is free, the other of which is charged a monthly membership fee. All members who are sellers pay a percentage of the sale price when their item(s) sell(s). The fee structure varies with each membership level, and individual fee policies can be viewed within Tradesy’s Fees Policy.
Tradesy's Fees Policy, which is subject to change, is incorporated into this Agreement by reference. Changes to the Fees Policy and the fees for Company's Services are effective after Company provides you with at least fourteen (14) days' notice by posting the changes on the Website. However, Company may choose to temporarily change the Fees Policy and the fees for Company Services for promotional events (for example, free listing days); such changes are effective when Company posts the temporary promotional event on the Website. Company may, at Company's sole discretion, change some or all of Company Services at any time. In the event Company introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).
You are responsible for paying all fees and applicable taxes associated with using Company’s Services. Company keeps accepted payment information for some members on file.
If Company terminates a listing or your account, if you close your account, or if the payment of your Company fees cannot be completed for any reason, you remain obligated to pay Company for all unpaid fees plus any penalties, if applicable. If the seller's account is not paid in full and becomes past due, the seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel). If you have a question or wish to dispute a charge, contact us.
6. Good Samaritan Third-Party Content Policy and Complaint Procedure:
Company respects the legal rights of others, and we ask that our users do the same. It is Company's policy to respond to notices of alleged copyright or other forms of infringement that comply with the applicable international intellectual property laws (including, in the United States, the Digital Millennium Copyright Act). If you believe that your intellectual property rights have been infringed, please provide Company with written notice of such infringement that includes the following information:
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identifcation of the work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the rights holder, its/his/ her agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notices should be delivered to Company's Agent for Infringement Claims:
Recycled Media Inc.
2700 Neilson Way Suite #126
Santa Monica CA 90405
Repeat offenders will, at Company's option, have their user accounts and/or access to the Company Services, including without limitation the Website, removed or disabled. If Company disables or removes your user account or any content or other materials you have posted, and you believe this was done in error, please forward a written notice stating same and providing any supporting documentation necessary to establish your rights. Said notice can be delivered to the agent referenced above.
Please note: The DMCA provides that you may be liable for damages (including costs and attorneys fees) if you falsely claim that materials infringe your copyrights. We recommend contacting an attorney if you are unsure whether your content is protected by copyright laws.
7. Listing and Sellinga. Eligible and Ineligible Items
You may list and sell new and used women’s apparel (including but not limited to clothing, shoes, accessories, swimwear, and outerwear) on Tradesy. You may not list or sell the following items on Tradesy:
• designer knockoffs (items that are counterfeit, inauthentic, or not manufactured by the designer whose name, logo, trademark, or design is represented in or on the item);
• non-apparel items, including but not limited to home goods, decorative objects, beauty or skincare products);
• menswear or men’s apparel
By listing an item for sale on Tradesy.com, you warrant that you and all aspects of the item comply with Tradesy's published policies. You also warrant that you may legally sell the item. You must accurately describe your item, including a clear description of any damage. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate descriptions. Each listing must accurately and completely describe the item/ items for sale in that listing. Each unique item must have its own listing.
All sales are binding. The seller is obligated to ship the order to complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance. If you do not complete a transaction, your account and all listings will be suspended and removed from the Site, and may be reinstated at Tradesy’s sole discretion.
Sellers and buyers may not exchange personal information or transact without using Tradesy Secure Checkout for the purpose of avoiding Tradesy transaction fees. Members may not misrepresent an item's location, or use another user's account without permission.
If the seller sells a designer brand item, there may be a hold on funds for 4 business days. The seller's funds will be automatically released after the holding period.
8. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding to Company and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on Website.
You are forbidden from the following, but not limited to:
• criminal or tortious activity, including selling of illegal, counterfeit or stolen items; child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;
• transmitting chain letters or junk email to other users;
• using any information obtained from the website in order to contact, advertise to, solicit, or sell to any other user without prior explicit consent;
• infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;
• engaging in any automated use of the systems, such as using scripts to add friends or send comments or messages;
• circumvent, disable or modify security or access-control mechanisms, or to encourage or assist others in doing so;
• unauthorized access to the Website or any other system or network connected thereto or interfacing therewith or otherwise belonging to Company or any of its clients affiliates or agents by "hacking," "cracking," "password mining," "social engineering" or other illegitimate means;
• falsely represent that you are or that you represent some other individual or entity;
• upload, store, distribute or disseminate electronic files that are corrupted or contain viruses, "trojans," "spyware," "adware," "malware" or any other malicious components, or take any measures, such as implementing "denial of service" attacks, "email bombs" or other techniques that impose an unreasonable or disproportionately large burden on the Website or any other Company system or network, or that are otherwise connected to or interface such systems or networks;
• access, procure or use any materials provided by or belonging to Company (including without limitation the Website) via automated extraction methods or tools such as "robots," "screenscrapers," "spiders" and data mining tools without Company's consent (e.g. designation in a "robots.txt" file).
• download, save, store or "mirror" any copies of the Website or any materials or information displayed on or accessible via the Website or any other Service Website without Company's explicit consent (such as where it is clearly indicated that the item is intended for downloading); and
• manipulate, display or access the Website or any materials or information found thereon using "framing," "deep linking" or similar techniques that bypass or circumnavigate the intended architecture and layout of the Website.
Your listings, which includes your profile, listing, listing description, listing images, or internal messaging ("Content") shall not:
• violate this Agreement, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
• contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall;
• contain illegal, counterfeit or stolen items;
• host images not part of a listing
9. Contenta. License
By posting Content on Website, it is possible for an outside website or a third party to re-post that Content. You agree to hold Company harmless for any dispute concerning this use.
Each party agrees to indemnify, defend and hold harmless the other party, along with its respective directors, officers, employees, parents, subsidiaries, affiliates, stockholders, agents and contractors, from any claim or demand, including reasonable attorneys' fees and costs of suit ("Claim" or collectively "Claims") made by any third party due to or arising out of a violation of the indemnifying party's breach or violation of any Term (including, without limitation, any representation or warranty) or the legal rights of another. The indemnified party shall provide prompt written notice to the indemnifying party of any such Claim immediately upon receipt thereof. Once notice is given, the indemnifying party shall have the right to assume, in its sole discretion, the exclusive defense and control of the matter or determine whether (and how) to resolve it amicably. The indemnified party shall cooperate fully with the indemnifying party's reasonable efforts.
If you fail (or if Company suspects that you failed) to comply with the letter or spirit of any Term, or if you become insolvent, or if you initiate bankruptcy proceedings, or if Company is otherwise so compelled by law or unanticipated technical or security issues, Company may terminate, suspend or restrict any Term at its sole discretion and without notice to you.
12. Unsolicited Submission Policy
Unless expressly requested by Company in writing, Company will not consider, review or evaluate unsolicited ideas, "pitches," scripts, treatments, compositions, business models, product or service descriptions or any other confidential or proprietary information that you submit to Company. This policy serves to avoid misunderstandings in the unlikely event that any of Company's business or creative activities have some coincidental similarities with the activities of another. If, in spite of this policy you still choose to submit any such items to Company , then you specifically agree that: (1) your entire submission will automatically become the sole and exclusive property of Company, and you will not receive any form of compensation for it; (2) Company will have no obligation to return your submission or respond to you in any way; (3) Company will have no obligation to keep your submission confidential or secret; and (4) Company has a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, or display your submission for any purpose whatsoever.
Further, to the extent that you may choose to communicate such items to another user in the Company community, you act completely at your own risk and Company will in no way be responsible for ensuring that the recipient considers, reviews or evaluates your submission, or compensates you for them or preserves their confidentiality.
13. Meetings with Other Users
Users may arrange and attend online virtual meetings or in-person meetings ("Meetings") with one or more individuals. Users are solely responsible for interactions with others. Users must comply with Company's policies and acknowledge and agree to comply with the laws of the city, county and country in which the Meeting occurs. Additional eligibility requirements for a particular group or Meeting may be set by the group's contact person. Company is not involved with user generated groups, the groups' requirements, or the Meetings.
Company does not supervise or control the Meetings, user-initiated online or offline gatherings, or the interactions among and between users and other persons or companies. Users are solely responsible for interactions with others. Users understand that Company does not in any way screen its users. All users agree to exercise good caution and judgment in all interactions with others, particularly if meeting offline or in person.
14. Disputes with Company and Other Usersa. User Disputes
We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Website and the Company Services. If you have a dispute with other users, you release Company and hereby agree to indemnify Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
In the event a dispute arises between you and Company, please contact us.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Los Angeles County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in Los Angeles. Use of the Website is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and Company agree that any cause of action arising out of or related to the Website (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Should you have a dispute with one or more users, or an outside party, you release Company (and Company's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Company encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
15. Third-Party Materials and Websites
Certain Company Services, including without limitation the Website, may include access to materials or information created by or obtained via third parties, or links to other websites that have such items. You understand and agree that, due to the unique nature of digital content and the Internet generally, Company does not and cannot review or control the accuracy, appropriateness or completeness of such materials or information, and has no liability whatsoever arising from your exposure thereto.
16. Data Transfer
By using one or more Company Services, including without limitation the Website, or conducting any business with Company, you may be causing communications or information to be sent through computers and electronic networks in other locations in the United States and abroad. You agree that Company is permitted to take such actions where reasonably necessary to facilitate these interactions as part of its providing Company Services to you.
Certain Company Services, including without limitation the Website, may include advertisements, whether from Company or third parties with whom Company partners. This advertising may be targeted to information found within one or more Company Services, whether submitted by you or by others. You consent to the placement, targeting and display of such advertising as consideration for your use of the Company Services. In addition, Company and/or its partners, affiliates or agents may, from time to time, send you pertinent information about the Company Services or other offerings which may be of interest to you. You consent to receive such communications as part of using the Company Services, including without limitation the Website. However, you may "opt-out" of any such communications at any time by sending an email to: email@example.com with the words "Opt Out" in the subject line.
18. Identity Verification
While using certain Company Services, including without limitation the Website, you may from time to time interact with third parties who are misrepresenting their identity or otherwise acting under false pretenses. You agree that Company does not and cannot confirm each user's purported identity, and is not responsible for any damage or loss resulting from these activities. You bear sole responsibility for evaluating and verifying with whom you are interacting and whether any information they may provide is accurate or trustworthy.
20. Intellectual Property of Company
The content on the Website, except for Content by users, the trademarks, service marks and logos contained herein ("Marks"), are owned by and licensed to Company. Materials provided on the Website are provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Company reserves all rights not expressly granted in and to the Website and the Materials. You agree to not engaged in the use, copying, or distribution of any of the Materials other than expressly permitted by Company, including any use, copying or distribution of third parties’ materials obtained through the website for any commercial purposes. If you download or print a copy of the Materials for personal use, you must retain all copyright and other proprietary notices contained herein. You agree not to circumvent, disable or otherwise interfere with security feature of the Website or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Website or the Materials therein.
21. Services Changes
Company reserves the right to make changes to any Company Services, including without limitation the Website or your user account, or to cease providing such Company Services (whether permanently or on an interim basis) at its option and without prior notice to you.
22. Entire Agreement
These Terms collectively represent the entire agreement and understanding between you and Company and supersede any other agreement or understanding (written, oral or implied) that you and Company may have had. Any statement, inducement, promise, covenant or condition not expressly found either in these Terms shall be deemed as void.
23. Force Majeure
Neither you nor Company will be deemed to have any liability whatsoever to the other or to any third party for any failure of performance hereunder occasioned by an act of God, force of nature, war or warlike activity, insurrection or civil commotion, labor dispute, transportation delay, governmental regulatory action whether or not with proper authority or other cause similar or dissimilar to the foregoing and beyond its reasonable control, provided the affected party gives prompt notice to the other party.
Each Term shall be deemed to be severable. If any Term or portion thereof is found to be invalid or unenforceable, such invalidity or unenforceability shall in no way effect the validity or enforceability of any other Term.
Both you and Company may give notice to one another as follows: (i) electronic mail transmission; (ii) first class mail or certified mail, postage prepaid; (iii) or express courier, cost prepaid. Unless otherwise specified, if such notice is sent to FilmBreak it should be directed to Recycled Media Inc.; Attn: Legal Department; 2700 Neilson Way Suite #126, Santa Monica CA 90405 (in the case of Tradesy) or, in your case, to the email address you provide to Company (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Company may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Company. In such case, notice shall be deemed given three days after the date of mailing.
These Terms, and any rights and licenses granted hereunder, may not be transferred, assigned or sublicensed by you without Company's express written consent. On the other hand, Company may assign, sublicense or otherwise transfer these Terms or any individual Term, at its option, without restriction and without prior notice to you.
Following termination of these Terms and/or your commercial relationship with Company generally, any Term logically extended beyond such termination shall survive to the fullest extent necessary to allow you and Company to enforce any rights obtained or obligations incurred hereunder.
28. Third-Party Beneficiaries
No Term is meant or intended to benefit any third party.
Updated: October 9, 2012