Welcome to the LIFC Marketplace LLC (the “Marketplace” or our “website”). Use and access of our website is subject to these terms and conditions of use (the “Terms”) as well as any applicable Vendor Agreement (as defined in Section 5 of these Terms) and our Privacy Policy[1]. By accessing, viewing or otherwise using our website you are agreeing to the Terms. Please read these Terms carefully.

1 Overview.

This website is owned by and under the control of LIFC MarketPlace LLC (“MarketPlace”). Access to and use of our website and all of MarketPlace content, services, materials, information, databases and systems are subject to these Terms and all applicable laws and regulations (including all export and import laws, regulations and restrictions), all of which are subject to change and revision from time to time without prior notice. From time to time, MarketPlace may without advance notice: (a) supplement or make changes to these Terms and other rules or access and use procedures, documentation, security procedures and standards for equipment, (b) change the type and location of MarketPlace’s system equipment, facilities or software, or (c) modify or withdraw any particular service or product referred to in our website or any MarketPlace database, material, service or system. Any updates to these Terms shall be posted on our website. You acknowledge your responsibility to review these Terms from time to time and to be aware of any such changes. MarketPlace reserves the right to terminate access to our website or take other actions it reasonably believes necessary to comply with the law or to protect its rights or those of its customers. Any access or attempt to access or use our website for any unauthorized or illegal purpose is strictly prohibited.

2 The Marketplace is a Venue.

Venue: The Marketplace is a venue that permits our users to display, offer, buy and sell products (“Items”) in accordance with these Terms. The Marketplace is merely a facilitator between a buyer and seller. The MarketPlace does not own or otherwise have possession of the Items offered for sale and consequently, The MarketPlace does not transfer legal ownership of Items from seller to buyer. Further, The MarketPlace does not have any control over any aspect of the Items listed, their quality or legitimacy or the ability of sellers to sell and deliver the Items or the payment for such Items by buyers. The MarketPlace does not guarantee that any buyer or seller will complete a transaction.

Buyers not Known: The users who purchase Items on our website are not known to the MarketPlace and thus we do not know, and cannot guarantee, the true identity or any other personally identifiable information of any such users.

Diligence: You acknowledge and agree that the Marketplace is a venue and as such LIFC MarketPlace LLC is not responsible or liable for any content posted by our users, including you, or any of the Items purchased or sold through our website. If you have any reason to believe that an Item is not truthfully represented or if you have any doubt of the legitimacy of buyer or seller in any transaction, you are advised to conduct sufficient diligence to your satisfaction before proceeding with any transaction. Your access and use of our website and your participation in any transaction to buy or sell Items through our website is at your risk. The MarketPlace is not responsible for, and will not facilitate, any return of or refunds for any Items purchased on our website.

Item Availability: Additionally, you acknowledge that Items described in our website may or may not be available in all countries or regions of the world, may be available under different trademarks in different countries and, where applicable, may be approved or cleared by a government regulatory body for sale or use with different indications and restrictions in different countries.

3 Eligibility

Users: The MarketPlace’s services are intended for, and may only be used by, people who are at least 18 years or older. By listing, purchasing or selling Items on our website you represent and warrant that you are at least 18 years old, that all information you provide is truthful, accurate and complete. You may not provide to us the information of another person with the intent of impersonating that person or which would otherwise cause confusion of the users of our website. We reserve the right, in our sole discretion, to refuse service to anyone, for any reason, at any time. The MarketPlace may, in its sole discretion, change its eligibility criteria at any time. If you are using our website as a business or other legal entity (and not as an individual person), you personally guarantee that you have the authority to bind the entity to these Terms.

4 Usage Policy.

Without our prior written consent, which consent may be given or withheld in our sole discretion, you may not:

resell, sublicense, rent, lease or otherwise publicly distribute any MarketPlace information, services or database, or any part or parts thereof or information contained on our website, or any access thereto;
use your access to our website or our information, services, database or system to export or re-export technical data in violation of U.S. export control laws and regulations;
use our website or our information, services, database or system which you access in violation of, or post any information to any MarketPlace owned or licensed database which violates, any federal or state law, including data privacy laws and communication regulations and tariffs, or which infringes the intellectual property rights or misuses proprietary information of a third party or is made in furtherance of an illegal or fraudulent scheme or activity;
copy or transfer any MarketPlace information, service, database or documentation, except as permitted by us;
modify, adapt, reverse engineer, decompile, disassemble, translate or convert any portion of MarketPlace’s databases or system, or the selection, coordination or arrangement of products or services in any MarketPlace database. You may not copy or adapt the HTML or other code that we use to generate the pages on our website;
use the Marketplace to direct users to other online venues to purchase the same Items as listed on the Marketplace, including posting any information sufficient to locate an Item elsewhere; or
establish any hyperlinks away from our website (“Hyperlink”), except as provided in Section 10 below.

Further, you are solely responsible for your conduct and activities on our website and any and all content that you submit, post and display on our website. While using our website, you will not:

violate any laws, third party rights or our policies, such as these Terms or the Privacy Policy;
interfere with other users’ listings;
post for sale any Item that may not legally be sold;
circumvent or manipulate the billing process or fees owed to the MarketPlace; or
post false, inaccurate, misleading, defamatory, libelous or obscene content or child pornography, or involve the sale of illegal, counterfeit or stolen Items.

5 Fees.

Fee Policy: Purchasing Items on our website is free. Among other things, we charge sellers a fee as agreed between MarketPlace and such seller, as set forth in a separate agreement between the MarketPlace and the applicable seller (each such agreement, a “Vendor Agreement”).

Payment by Buyers: Our third-party service provider and host (“Stripe”) processes all payments made by buyers of Items on our website. Accordingly, buyers shall make all payments to Stripe, in accordance with Stripe’s applicable policies and/or terms of use. The MarketPlace is not aware of, and is therefore not responsible for, the applicable policies and/or terms of use of Stripe and will not monitor compliance by users of our website with any such policies or terms.

Disbursement of Net Purchase Price to Sellers: By selling an Item on our website, you agree to pay the fees of Stripe and The MarketPlace and all other charges as set forth in the applicable Vendor Agreement and you assume full responsibility for the content of your listing and Item offered. Upon receipt of the net payment for an Item from Stripe, the net payment due to seller (less all applicable fees and charges) to seller as agreed to in the applicable Vendor Agreement. Additionally, the MarketPlace shall not have any liability for the return of any or all fees paid to it arising out of any transaction in the event that an Item is returned by a buyer to seller or if a seller issues a refund to a buyer for any reason. You are responsible for paying all fees and applicable taxes associated with using the Marketplace in a timely manner.

Failure to Pay: If your payment method fails or your account is past due, we or Stripe may collect fees owed using other collection mechanisms or terminate a listing or your account. If we or Stripe terminate a listing or your account, if you close your account, or if the payment of your fees cannot be completed for any reason, you remain obligated to pay the MarketPlace for all unpaid fees plus any penalties, if applicable. If you have a question or wish to dispute a charge, please contact us at support@LIFCMarketPlace.com

Taxes and Duties: Buyer shall be responsible for paying all sales and use taxes, valued-added taxes, export and import taxes, and duties and all transactional taxes or levies related to buyer’s purchase of each Item (collectively, “Taxes”) in accordance with Stripes’s applicable policies and/or terms of use, provided, however, the failure of Stripe to collect any applicable Taxes will not waive any obligation of buyer to pay such Taxes. The failure of seller to collect the Taxes from buyer will not relieve buyer’s obligation to pay such Taxes. Buyer shall have the responsibility to establish and document any applicable exemption from Taxes. The MarketPlace is not responsible for collecting or remitting any Taxes to the tax authorities and cannot, and will not, be held liable for any such Taxes. Should Stripe collect Taxes from buyer, or should the MarketPlace disburse Taxes to seller, it is merely doing so as a convenience to buyer and/or seller to further facilitate the transaction, however, it remains buyer’s and/or seller’s responsibility to remit such Taxes to the appropriate tax authorities. Seller shall be responsible for timely remitting all such Taxes and duties to the applicable taxing authority.

6 Item Listings & Sales

Item Description: Item listings, descriptions and sales shall be pursuant to the terms set forth in the applicable Vendor Agreement. In addition to any applicable terms in the applicable Vendor Agreement, by listing an Item on our website you warrant that:

you own the Item or otherwise have full rights to sell the Item;
neither the Item nor any content you provide on our website infringes any other party’s intellectual property rights, trade dress or rights of privacy and does not misappropriate any party’s likeness;
the Item is in compliance with all applicable laws, rules and regulations;
the description of the Item and proposed terms of sale are accurate, complete and truthful, including, without limitation, available quantity; and
the Item complies with all of the MarketPlace published policies and these Terms.

Shipping: Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not alter an Item’s price after a sale for the purpose of avoiding the MarketPlace and/or Stripes transaction fees.

Item Rejection and Removal: We reserve the right to reject or otherwise remove any Item or any content that is in violation of these Terms or for which the MarketPlace receives notice alleging that such Item or content infringes the rights of any third party or violates any applicable law, rule or regulation. Additionally, we reserve the right to reject or remove any Item that we determine in our sole discretion does not meet our high standards or that we otherwise deem to be in poor taste.

Binding Sale: All sales are binding. Buyer and seller are each obligated to complete the transaction in a prompt manner. A transaction is commenced when a buyer completes the checkout process on our website and remits payment as indicated, and is completed upon shipment of the Item by seller. Buyer is obligated to timely deliver appropriate payment for Items purchased, and seller is obligated to timely ship the order after confirmation of buyer’s payment thereof. [Buyers and sellers will each receive an email notification from [MarketPlace][Stripe] with information concerning the transaction and an invoice indicating the transaction.][2]

Shipping: Regardless of the shipping carrier selected by the seller, sellers agree to drop ship products within three (3) business days of buyer’s purchase of a product.

7 No Warranty; Limitation of Liability.

The MarketPlace does not represent or endorse the accuracy or reliability of any of the information, content or advertisements contained on, distributed through, or linked, downloaded or accessed from our website, nor the quality of any Items, information or other materials or services displayed, sold or purchased by you as a result of your use of our website. You hereby acknowledge that any reliance upon any information or materials shall be at your sole risk. Unless otherwise provided in these Terms, the MarketPlace reserves the right, in its sole discretion and without any obligation, to correct any error or omissions in any portion of our website, with or without notice to you.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, OUR WEBSITE AND ALL INFORMATION HEREIN IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESSED OR IMPLIED. NOTWITHSTANDING THE FOREGOING OR ANY STATEMENT TO THE CONTRARY CONTAINED IN THESE TERMS, THE MARKETPLACE DOES NOT WARRANT THAT ANY INFORMATION, ITEM, CONTENT OR OTHER MATERIAL ON OUR WEBSITE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF ANY MARKETPLACE SERVICE, DATABASE, MATERIAL OR ANY THIRD PARTY PRODUCTS, SERVICES, PROGRAMS, SYSTEMS OR DATA USED WITH OR THROUGH OR PROVIDED BY THE MARKETPLACE, OR ANY PART THEREOF, WILL BE ERROR FREE OR THAT ANY DEFECTS IN SUCH INFORMATION, ITEMS, PRODUCTS, SERVICES, SYSTEMS, DATABASES OR MATERIALS WILL BE OR CAN BE CORRECTED. THE MARKETPLACE MAKES NO REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE ITEMS AND SERVICES PROVIDED BY THE MARKETPLACE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

You will indemnify and hold us (and our employees, officers, directors, shareholders, agents and representatives) harmless from any claim or demand, including reasonable attorneys’ fees due to or arising out of your breach of these Terms, or your violation of any law or the rights of a third party. You will not hold THE MARKETPLACE responsible for other users’ content, actions or inactions, OR items listed on our website. IN NO EVENT WILL THE MARKETPLACE OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL LOSSES, DAMAGES, EXPENSES, LOST PROFITS, REVENUES, BUSINESS OPPORTUNITIES OR BUSINESS ADVANTAGES DIRECTLY OR INDIRECTLY RELATING TO THE USE OR MISUSE OF OUR WEBSITE, OR WITH RESPECT TO ANY OTHER HYPERLINKED WEBSITE, OR ANY MARKETPLACE INFORMATION, CONTENT OR OTHER MATERIAL OR SOFTWARE USED HEREIN OR THEREWITH, THE USE OR FAILURE, NON-COMPLIANCE OR LIMITED AVAILABILITY OF ANY INFORMATION, ITEM, PRODUCT, CONTENT OR SERVICE PROVIDED BY THE MARKETPLACE THROUGH OUR WEBSITE, ANY INFORMATION PROVIDED IN OUR SYSTEM OR ANY OBLIGATION UNDER OR SUBJECT MATTER OF OUR WEBSITE, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER THE MARKETPLACE IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

8 Data Protection; License.

Privacy Policy: We are committed to maintaining the privacy of your information, pursuant to our Privacy Policy provided on our website and incorporated herein by reference. Except as otherwise required for your use of our website, the MarketPlace does not want you to, and you should not, send any confidential or proprietary information to us via our website or the email addresses referenced on our website. You agree that any information, including but not limited to remarks, suggestions, materials, ideas, graphics or other submissions, communicated to us through our website or materials that you provide to us (other than information required for listing, selling and purchasing Items) will not be considered confidential or proprietary. You further agree not to provide any information or materials to us that is defamatory, threatening, obscene, pornographic, of a sexual nature, violent, harassing, or otherwise unlawful, or that incorporates the proprietary material of another.

License: By providing any content, text, images, logos, materials or other information to us you grant to the MarketPlace an unrestricted, irrevocable, worldwide, fully-paid, royalty-free, perpetual license to use, reproduce, display, publicly perform, transmit, make derivative works and distribute such information and materials, and you further agree that the MarketPlace is free to use (for any and all purposes) any content, text, images, logos, materials or other information that you or individuals acting on your behalf provide to us. Notwithstanding the foregoing, we will only use personal information in accordance with our Privacy Policy

9 Ownership.

Except as otherwise identified, the trademarks including names, logos, slogans and service marks appearing at our website, whether registered or unregistered, are the property of the MarketPlace or the MarketPlace’s affiliates. Such marks are not to be copied, reproduced, published or in any way used without our written permission or the identified owner of the trademark. Except as otherwise identified, the copyright in the content of our website including but not limited to text, artwork and photographs, is owned by the MarketPlace. Photographs for Items are for demonstrative purposes only, and unless otherwise stated, do not represent an endorsement, sponsorship, connection or affiliation with the third party designer or manufacturer. No part of our website may be published, stored or transmitted in any form or means without our express written permission. You may download a single copy of the content displayed on our website solely for your non-commercial, personal use; provided that it retains all copyright and other proprietary notices contained in the content.

10 Hyperlinks.

Hyperlinking. No person may establish Hyperlinks away from our website without our prior written consent, which consent may be given or withheld in our sole discretion. All links to our website are subject to the following requirements: (i) the list must display our website in a full-screen and in a fully operable and navigable browser window and not within a “frame” on the linked website; and (ii) the appearance, position, and other aspects of the link may neither create the false appearance that an entity or its activities or products are associated with or sponsored by the MarketPlace nor be such as to damage or dilute the goodwill associated with our name and trademarks.

Third-party Links. Our website may contain links to third-party websites not under the control of the MarketPlace, which may contain information that some people may find offensive or inappropriate. These links are provided solely as a convenience to you and not as an endorsement by us of the contents on such third-party websites. The MarketPlace is not responsible for the content of linked third-party websites and does not make any representations regarding the content or accuracy of materials on such third-party websites. Accordingly, the MarketPlace is not responsible for the accuracy, copyright compliance, legality, legitimacy or decency of material contained in websites which may be accessible via a Hyperlink to or from our website or for the Hyperlink itself. Your use of any such third-party websites is subject to the terms of use and privacy policies provided on each of those websites.

No Warranty. If you decide to access linked third-party websites, you do so at your own risk. We cannot ensure that you will be satisfied with any products or services that you purchase from a third-party website that links to or from our website, since these sites are owned and operated by independent third parties. The MarketPlace has not taken any steps to confirm the accuracy or reliability of any of the information contained in such third-party websites. The MarketPlace does not make any representations or warranties as to the security of any information you might be requested to give any third party, and you hereby irrevocably waive any claim against the MarketPlace with respect to such sites. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or off-line transaction with any of these third parties.

11 Security.

You are prohibited from violating or attempting to violate the security of our website and from using our website to violate the security of other third party sites by any method, including, without limitation:

accessing data not intended for you or logging into a server or account which you are not authorized to access;
attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measurers without proper authorization;
attempting to interfere with service to any user of our website, host or network, including, without limitation, via means of submitting a virus to our website, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”;
sending unsolicited e-mail, including promotions and/or advertising of products or services; or
forging any MarketPlace header or any part of the header information in any e-mail, instant message, text message or newsgroup posting.

Violations of system or network security may result in civil or criminal liability. The MarketPlace may investigate violations of these Terms and may involve and cooperate with law enforcement authorities in prosecuting users of our website who are involved in such violations.

YOU ASSUME THE RESPONSIBILITY TO TAKE ADEQUATE PRECAUTIONS AGAINST DAMAGES TO YOUR SYSTEMS OR OPERATIONS WHICH COULD BE CAUSED BY DEFECTS OR DEFICIENCIES IN OUR WEBSITE, ANY MARKETPLACE INFORMATION, PRODUCT, SERVICE, SYSTEM, DATABASE OR MATERIAL, OR PART THEREOF. YOU ALSO ACKNOWLEDGE THAT ELECTRONIC COMMUNICATIONS AND DATABASES ARE SUBJECT TO ERRORS, TAMPERING AND BREAK-INS AND THAT WHILE MARKETPLACE WILL IMPLEMENT REASONABLE SECURITY PRECAUTIONS TO ATTEMPT TO PREVENT SUCH OCCURRENCES, THE MARKETPLACE DOES NOT GUARANTEE THAT SUCH EVENTS WILL NOT TAKE PLACE. YOUR INSTALLATION AND INPUTS, AS WELL AS THIRD PARTY SYSTEMS AND PROCEDURES, MAY INFLUENCE THE OUTPUT AND ERRORS IN ANY ORDER OR ELECTRONIC TRANSMISSION OR COMMUNICATION, AND CAN RESULT IN SUBSTANTIAL ERRORS IN OUTPUT, INCLUDING INCORRECT INFORMATION, ORDERS AND AGREEMENTS. IN ADDITION, ERRORS MAY BE INTRODUCED INTO INFORMATION OR ORDERS IN THE COURSE OF THEIR TRANSMISSION OVER ELECTRONIC NETWORKS. YOU SHALL IMPLEMENT AND TAKE RESPONSIBILITY FOR APPROPRIATE REVIEW AND CONFIRMATION PROCEDURES TO VERIFY AND CONFIRM LISTINGS, SALES, PURCHASES OR OTHER TRANSACTIONS IN WHICH YOU PARTICIPATE USING OUR WEBSITE, INFORMATION, SERVICES, DATABASES, SYSTEMS OR OTHER MATERIAL.

12 Disputes

If you have a dispute with one or more users of our website, you hereby release the MarketPlace (and our employees, officers, directors, shareholders, agents and representatives) 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 disputes.

If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

We encourage our users to resolve their own disputes. We do not mediate disputes, though may try to help users resolve disputes and will do so in our sole discretion. We have no obligation to resolve disputes between users or between users and outside parties. To the extent that we attempt to resolve a dispute, we will do so in good faith based solely on MarketPlace’s policies.

You may not use our website to discuss disputes with the MarketPlace or any of our users.

13 No Waiver.

The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

14 Relationship.

No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind the MarketPlace in any respect whatsoever.

15 Notices.

All notices required hereunder shall be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

16 Governing Law; Venue.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, notwithstanding its laws governing conflicts of laws. The Parties agree that any action or proceeding brought to defend the rights or enforce the obligations of a party hereto shall be brought in the state and federal courts situated in Nassau County, New York. YOU HEREBY AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT ARISING OUT OF OR RELATING TO THIS WEBSITE. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.

17 Entire Agreement.

Except as otherwise provided in this paragraph, the Terms, Privacy Policy, the applicable Vendor Agreement and all other terms and policies referenced herein are the only terms with respect to the subject matter hereof, and no terms and conditions stated in or attached to your communications are applicable to these Terms in any way and are not to be considered your exceptions to the provisions of these Terms. Further, additional terms may apply to specific portions or features of our website, including contests, promotions or other similar features, all of which terms are made a part of these Terms by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of our website or for any service offered on or through our website, the latter terms shall control with respect to your use of that portion of our website or the specific service.

18 Severability.

If any part or parts of these Terms are held to be invalid, the remaining parts will continue to be valid and enforceable. Nothing in these Terms affects any statutory rights of consumers that cannot be waived or limited by contract.

19 Reservation of Rights.

Our website may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Any rights not expressly granted herein are reserved.

If you have any questions regarding this website or its contents, or these Terms, contact us at support@LIFCMarketPlace.com.

Last updated: [March 25], 2021.