BoxFox Group Inc. Terms and Conditions

	BoxFox Group Inc., a Delaware corporation, fka BoxFox LLC (the “Company” or “we”) operates the boxfox.co online marketplace, website, and mobile app (the “Marketplace” or “Site”) and provides access to the Marketplace to individuals, sole proprietors, partnerships, businesses and corporations (“user” or “User”, “Registered User”, “you”, and/or “Seller” or “Buyer”, as the case may be) subject to the following terms and conditions (these “Terms and Conditions”). The Company’s business is comprised of, but is not limited to, the Marketplace and the services associated with the Marketplace, account management services, and customer support (the “Services”).

General Provisions | Obligations. BY REGISTERING TO USE THE MARKETPLACE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ACCEPT THESE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE MARKETPLACE OR SERVICES.

The Marketplace. The Company operates the Marketplace and provides the Services to allow Buyers and Sellers of excess inventory, assets, and goods (hereinafter “Goods”) to improve inventory turnover, cash flow, and to simplify transactions between Buyers and Sellers of Goods in the Marketplace. The Marketplace and the Services are unique; use of the Marketplace requires strict compliance with these Terms and Conditions.

The Marketplace and Services are available only to individuals or entities that can form legally-binding contracts. Without limiting the foregoing, minors in any jurisdiction may not register for or participate in any transaction in the Marketplace.

The Company reserves the right to review and verify the information provided in your registration application and to, at its sole discretion: (i) postpone approval of your registration; (ii) reject your registration; and/or (iii) require you to provide more or detailed information to the Company. Any user of the Marketplace shall become a registered user (a “Registered User”) at the time at which the Company notifies a user that the user’s registration form has been approved. Only Registered Users shall have access to the Marketplace and be able to enter into any transaction(s) in the Marketplace. The Company reserves the right, in its sole discretion, to review the status and compliance of any user or Registered User of the Marketplace with these Terms and Conditions and to suspend or terminate any user or Registered User’s use of the Marketplace and Services, without notice.

Registration Representations and Warranties. You represent and warrant that all of the information provided in your registration application is timely, true and correct, including, but not limited to the following information: your legal name, address, phone number, fax number, e-mail address, and all other personal and business information requested by the Company (the “User Information”). You agree to promptly notify the Company should your User Information need to be updated, changed or deleted. You understand that your failure to provide accurate and complete User Information may result in the immediate suspension or termination of your use of the Marketplace and Services. You understand that e-mail will be the primary medium by which the Company will communicate information about all transactions in the Marketplace.

Information in the Marketplace. The Company shall have the right, in its sole discretion, but is not obligated to, monitor material, content and information in the Marketplace, including, but not limited to information about the Goods and listings and sales activity about the Goods, in order to determine and ensure compliance with these Terms and Conditions and other policies established by the Company. The Company may also intercept and disclose any content, record, use or other information to the extent reasonably necessary to carry out these Terms and Conditions, to protect the rights of the Company, for mechanical or service quality control as permitted by law, or to comply with any law, regulation, information, or court order submitted or transmitted to the Company. The Company reserves the right, in its sole discretion and without liability to any user or Registered User, to amend, edit, remove or otherwise block any material posted by a user or Registered User for any reason, including because such material may (i) violate any state, federal or local law, (ii) violate any aspect of these Terms and Conditions, (iii) need to be amended, edited, removed, or otherwise blocked in order to limit the Company’s liability, (iv) to improve the quality of data on the Marketplace, or for marketing purposes, or (v) for any reason or for no reason, as determined in the Company’s sole and absolute discretion.

The Company shall have no responsibility for (y) verifying any material, content and information in the Marketplace; or (z) any damages, losses, expenses or other injuries incurred by any user or Registered User as a result of relying on any material, content and information posted on the website or in the Marketplace, whatsoever.

Each user and Registered User hereby waives any claim against the Company for that user or Registered User’s participation in the Marketplace or use of the Company’s website.

The Company shall have no liability whatsoever for any information produced by the Company’s Marketplace algorithm, which suggests prices for inventory placed in the Marketplace (the “Algorithm”), including information upon which Registered Users have relied to make any decision about purchasing or selling Goods in the Marketplace.

Transactions in the Marketplace.

Inventory Resolution; Review. Upon the closing of a sale of Goods, the Company will use commercially-reasonable efforts to contact the Buyer in order to ensure Buyer’s timely payment of all fees associated with that sale of Goods. For any specific transaction, the inventory resolution process (“Inventory Resolution”) shall begin on the date that the Buyer receives the Goods. After the Buyer receives the Goods, the Buyer shall review the Goods within three (3) business days of the receipt of the Goods (the “Review Period”). If the Buyer identifies any issue (such as damaged Goods or the incorrect number of Goods) with any Goods during the Review Period (an “Inventory Issue”), then the Buyer must notify the Company of the Inventory Issue before the expiration of the Review Period, by providing the Company, via the Company’s online dispute form located at www.boxfox.co: (i) a description of the Inventory Issue; and (ii) a picture of the damaged Goods (if the Inventory Issue is one regarding damaged Goods). The Company sends all Inventory Issues to the Seller for review. The Seller shall have three (3) business days from the date any Inventory Issue is sent to the Seller during which to respond to such Inventory Issue. If Seller acknowledges and accepts an Inventory Issue, Buyer shall be issued a refund in an amount determined by the Company, thereby resolving that specific Inventory Issue. If the Seller does not accept an Inventory Issue, the Company shall use reasonable efforts to resolve the Inventory Issue between the Buyer and Seller through informal negotiation. If the informal negotiation required by this paragraph fails or is insufficient for whatever reason, or the Seller fails to respond to the Inventory Issue within the allotted three (3) days, then Company shall have the right to make a final determination as to the resolution of the Inventory Issue, including requiring the Seller to provide a full or partial refund to the Buyer. In the event the Buyer fails to review the Goods during the Review Period, Buyer waives its rights to raise an Inventory Issue and otherwise waives any claim for damages or non-conformity of the Goods. In the event of an Inventory Issue and a partial or full refund is provided to Buyer, the Goods associated with such Inventory Issue shall remain the property of Buyer; provided, however, the Company shall have the right to return the Goods to Seller in certain circumstances, which determination of such circumstances shall be made in the sole and exclusive discretion of the Company.

Exchange of Funds. Funds to be exchanged pursuant to any transaction for the sale of Goods shall be held in escrow and shall be released upon the earliest of the following: (i) when the inventory has been approved by the Buyer (“Buyer’s Approval”); (ii) when the Inventory Resolution, if any, has been accepted by the Seller or resolved by the Company, as the case may be; or (iii) if the Buyer does not submit to the Company any Inventory Resolution, at the end of the third (3rd) business day after any sale of Goods.

Company Compensation. Buyers and Sellers agree that the Company, as compensation for providing the Marketplace and Services, shall collect an amount equal to ten percent (10%) of the total purchase price of each transaction in the Marketplace, excluding shipping costs (“Transaction Fee”). All shipping costs shall be paid exclusively by Buyer. The Transaction Fee shall be paid as follows: (i) five percent (5%) of the total purchase price shall be paid to the Company by the Seller by deducting such five percent (5%) from the amount of the funds released from escrow to the Seller in Section 1.d.ii; and (ii) five percent (5%) of the total purchase price shall be paid to the Company by Buyer.

Payment. Payments for all Goods are completed online through Stripe, an independent, secure, third-party payment processor. By agreeing to these Terms and Conditions, you also agree to be bound by Stripe’s Terms and Conditions & Privacy Policy. Payment processing services for Buyers and Sellers on the Marketplace are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms and Conditions or continuing to operate as a Buyer or Seller on the Marketplace, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Company enabling payment processing services through Stripe, you agree to provide the Company accurate and complete information about you and your business, and you authorize the Company to share it and transaction information related to your use of the payment processing services provided by Stripe (https://stripe.com/connect/account-terms).

Prohibition of Buyer and Seller Communication. Registered Users of the Marketplace shall not, and agree not to negotiate, communicate, or transmit any information of any kind with any other Registered User (whether or not the Registered User has placed a Bid, as that term is hereinafter defined) for the purposes of (i) completing or attempting to complete a sale of Goods outside of the Marketplace of any Goods listed thereon; or (ii) otherwise circumventing the Marketplace generally, and the requirements of Section 1(d)(iii) specifically ((i) and (ii) above shall be referred to as a “Circumventing Transaction”). In the event a Seller completes a Circumventing Transaction within twelve (12) months following the date of any transaction by Seller, Seller understands and agrees that Seller is obligated to immediately remit a success fee to the Company equal to fifteen percent (15%) of the final aggregate gross sale price for the Goods sold in the Circumventing Transaction. This paragraph shall apply to all Registered Users and their principals, agents and representatives, including but not limited to employees, consultants, bankers, attorneys, accountants, assignees, heirs and transferees.

Disclaimer of Warranties. The Company cannot guarantee the continuous operation of or access to the Marketplace and the Services, and you hereby acknowledge the inherent risk that the Marketplace and the Services may not always be available for use, and willingly and voluntarily accept the same. Bids and other notifications in the Marketplace may not occur in real time. Such functionality is subject to delays beyond the Company’s control.

You agree that your use of the Marketplace and Services is at your own risk, and that the Marketplace and Services are being provided to you on an “as is” and “as available” basis. Accordingly, to the extent permitted by applicable law, the Company excludes and disclaims 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.

THE COMPANY DISCLAIMS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT. COMPANY DOES NOT WARRANT DATA ACCURACY SYSTEM INTEGRATION, NOR THAT THE SERVICES, FUNCTIONS, FEATURES OR CONTENT WILL BE FUNCTIONAL, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. COMPANY MAKES NO WARRANTY THAT THE LISTED ASSETS OR GOODS, SITE OR SERVICES WILL MEET USERS’ REQUIREMENTS OR EXPECTATIONS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES THAT BY LISTING THE LISTED ASSETS OR GOODS, THE LISTED ASSETS OR GOODS WILL BE SOLD. COMPANY MAKES NO WARRANTY REGARDING ANY LISTED ASSETS, GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE OR SERVICES. NO ADVICE, INSTRUCTIONS OR INFORMATION RECEIVED BY A USER, WHETHER ORALLY OR IN WRITING, FROM THE COMPANY SHALL CREATE ANY WARRANTY BY THE COMPANY NOT EXPRESSLY MADE HEREIN. COMPANY EXPRESSLY DISCLAIMS ANY ENDORSEMENT OR WARRANTY OF ANY LISTED ASSETS SOLD ON OR THROUGH THE SERVICES, AND ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANOTHER USER.

Limitation of Liability. To the extent permitted by applicable law, the Company shall not be liable, and you agree not to hold the Company responsible, for any damages or losses of any kind (including, but not limited to, loss of money, revenue, lost business, lost sales, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (i) your use of, or your inability to use, the Marketplace and Services; (ii) pricing, shipping or other general information provided by the Company; (iii) delays or disruptions in the Marketplace or Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in the Marketplace or Services; (v) damage to your hardware device from the use of the Marketplace or Services; (vi) the content, actions, or inactions of third parties, including Goods listed using the Marketplace; (vii) suspension or other action taken with respect to your account or your ability to access the Marketplace; (viii) any injury to any person or property caused by Goods; or (ix) defects in such Goods on any theory of liability including without limitation product liability, negligence, breach of contract or breach of warranty. In the event that a Seller is not able to complete any transaction or ship the Goods due to unforeseen circumstances, the Buyer shall not hold either the Seller or the Company liable for damages beyond reimbursement of monies paid by the Buyer to the Company or Seller.

IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU, FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR IN TORT) EXCEED THE AMOUNT OF FEES PAID BY YOU TO THE COMPANY IN CONNECTION WITH THE GOODS RELATING TO THE RELEVANT CLAIM.

The limitations of liability set forth herein shall survive and apply even if any limited remedy specified in these Terms and Conditions is found to have failed its essential purpose.

Counterfeit Goods. Selling counterfeit merchandise on the Marketplace is expressly forbidden. Any Seller who sells Goods that are, in the Company’s sole discretion, deemed to be counterfeit shall be subject to one or more of the following, each in Company’s sole discretion:

Seller will have their Marketplace account terminated.

Seller shall return all money paid for the Goods to the Buyer, and the Company shall have the right to debit the amounts received by Seller associated with the sale of such counterfeit merchandise from the Seller’s bank account if necessary, if applicable.

Buyer shall destroy any counterfeit Goods that have already been shipped to Buyer and the Company shall have the right to charge the Seller for any and all costs and expenses incurred by the Buyer and/or Company associated with the destruction of Goods identified in this paragraph. Buyer shall (1) destroy any counterfeit Goods required to be destroyed pursuant to this paragraph within fifteen (15) days of Buyer’s receipt of notification from the Company that such Goods shall be destroyed; and (2) certify to the Company, in writing, that such Goods have been destroyed. Any claim by Buyer for reasonable costs or expenses incurred in the destruction of Goods pursuant to this paragraph shall be received by the Company within thirty (30) days of Buyer’s receipt of notification from the Company that such Goods shall be destroyed. If the Buyer does not submit any claim for reasonable costs or expenses associated with the destruction of Goods within thirty (30) days of Buyer’s receipt of notification from the Company that such Goods shall be destroyed, then the Buyer waives its rights to make any such claim for costs or expenses pursuant to this paragraph. Any claim for costs or expenses pursuant to this paragraph shall be finally determined by the Company, in its reasonable discretion.

Buyer Obligations, Requirements and Instructions.

	Registered Users who use the Marketplace to bid on and purchase Goods of any kind (a “Buyer” or “Buyers”) represent, warrant and agree that:

Form of Bidding. Bidding is conducted on a per-item basis, and each Seller, in such Seller’s sole discretion, shall have the right to reject a Bid (as defined herein), provided such Bid is lower than the Reserve Price (as defined herein), for any item on which a Bid is placed.

Act of Bidding. The act of bidding on any Good or Goods by the Buyer (a “Bid”) demonstrates (i) Buyer’s commitment to purchase and financial capability to pay for the Goods upon which the Buyer placed that Bid; and (ii) Buyer’s understanding that the Buyer may not retract, amend or modify that Bid, unless authorized to do so by the Company.

Restricted Sales. The Buyer agrees and acknowledges that certain Goods are listed for sale in the Marketplace subject to specific limiting guidelines and restrictions regarding the resale of those Goods (each a “Restricted Sale”). The Buyer understands and agrees that any Bid placed on a Restricted Sale serves as Buyer’s representation and warranty that the Buyer shall abide by the terms of the Restricted Sale.

Payment. At the closing of a transaction, Buyer shall make immediate payment for the total amounts due under the transaction, using the payment methods provided by the Company. Buyer must make payment no later than five (5) business days after notification from the Company that the transaction has been completed (the “Buyer’s Notification”). If the Company does not receive notification of payment by Buyer within five (5) business days of the Buyer’s Notification, then the transaction shall be cancelled, the Goods shall be placed back into the Marketplace, and the Company shall have the right, in the Company’s sole discretion, to immediately: (i) suspend the Buyer’s account for an indefinite period of time; (ii) disable the Buyer’s ability to complete any transactions in the Marketplace; (iii) eject the Buyer from the Marketplace and disallow the Buyer access to the Marketplace in perpetuity; (iv) seek damages from the Buyer in the amount of the Buyer’s unpaid fees and costs; and/or (v) take any other action available to the Company pursuant to these Terms and Conditions or at law. Buyer hereby agrees and acknowledges that any payment made by credit card shall be subject to an additional three percent (3%) fee.

Inventory Issues. Buyer understands that (i) for any specific transaction, the Buyer must follow the guidelines established in Section 1(d) herein in the event of an Inventory Issue; (ii) that any Inventory Issue shall be communicated to the Company in the manner instructed by the Company in the Marketplace; and (iii) any evidence whatsoever of Buyer’s submission of any false or knowingly incorrect Inventory Issue shall be grounds for ejection from the Marketplace by the Company for an indefinite period of time.

Returned Payments. Buyer understands that the Company retains the right to charge the Buyer a fee for any payments that are returned to the Company as unpaid by a bank, credit card company, or other financial institution (a “Financial Institution”). The Company will use all reasonable means to collect payment from the Buyer. A fee of Two Hundred and 00/100 Dollars ($200.00) will be charged, as liquidated damages for insufficient funds alone, for each payment returned from any Financial Institution. Any charges or fees made by Buyer’s Financial Institution, if any, for any returned payment shall be Buyer’s sole responsibility and the Company shall have no liability whatsoever in paying such fees.

Chargebacks. Any Buyer that attempts to rescind a payment transaction without the Company’s express written consent (i.e., chargeback), may have their account immediately suspended and/or permanently deactivated. If a Buyer performs a chargeback after receiving the Goods, Company may file charges with the appropriate law enforcement agency, and reserves the right to pursue all remedies available to Company to recover its damages, including automatically debiting Buyer’s bank account for amounts owed pursuant to an order from a court of competent jurisdiction. If a Buyer feels that their merchandise was misrepresented or that the Buyer is owed a refund, Buyer’s must follow the dispute process set forth in Section 1(d).

Shipping. The Buyer understands and agrees that for any purchase of Goods, the shipping costs for the Goods will be billed separately. Thus, for any transaction in the Marketplace, the Buyer will have two bills: one bill for the purchase of the Goods, and one bill for shipping of the Goods, both of which shall be paid by Buyer. Any requested changes to the shipping address at which Buyer wants Goods delivered must be made (i) within Twenty-Four (24) hours of the close of the sale; and (ii) before payment has been applied to the transaction. Buyer acknowledges and agrees that the Company is in no way liable to Buyer for any loss, liability or damages incurred by the Buyer resulting or in any way relating to the shipment of any Goods purchased in the Marketplace.

Seller Obligations.

	Users who use the Marketplace to place any Goods of any kind for sale (a “Seller” or “Sellers”) represent, warrant and agree that:

Seller Postings. Upon posting any Good or Goods to be sold on the Marketplace, Seller represents, warrants and agrees that the Seller (i) is irrevocably offering to sell the listed Good(s) to any Buyer who satisfies the requirements of the offering, terms of payment and shipping; (ii) has good and marketable legal title to the offered Good(s), free and clear of any lien, security interest, leasehold interest, co-ownership interest, or any other type of encumbrance or interest of any other person or entity; and (iii) has authority to list the offered Good(s) for sale, to sell the offered Good(s), and no listed Good(s) infringes or violates (or contains any parts or components which infringe or violate) any third party’s copyright, patent, trademark, trade secret or other intellectual property or proprietary rights.

Reserve Pricing. Seller agrees to include, in the posting of any Good or Goods to be sold on the Marketplace, a minimum price at which Seller will accept a Bid (“Reserve Price”). The Reserve Price is sometimes referred to as the “Seller’s Asking Price” within the Marketplace. If the listing period ends with at least one Bid at or above the Reserve Price, Seller must automatically accept the highest Bid and complete the transaction in its entirety. The Company shall have the right to remove any Seller from the Marketplace for such Seller’s failure to complete any transaction in its entirety if the listing period for such transaction ends with a Bid at or above the Reserve Price.

No Unlawful or Restricted Assets. Seller agrees that Seller will not attempt to sell any illegal or restricted Goods of any kind through the Company’s Marketplace and Services, including, without limitation, all counterfeit goods, all goods subject to a government-mandated or company-issued recall, drugs, guns, pornography, munitions, hazardous waste, non-metal scrap or any other item, the Company, in its sole discretion, deems to be unlawful or restricted. Restricted assets are those that generally require a special license or permit by a governmental agency or authority in order to sell, such as a federal firearms license or a hazardous materials handling or storage permit.

Company’s Right to Sell Goods. The Seller agrees that during the period that the Seller has listed Goods for sale in the Marketplace, the Seller grants the Company the exclusive right to sell such Goods, except that the Seller shall have the right to offer individual items of such Goods for sale directly to consumers.

Non-Delivery/Misrepresentation by Seller. The Seller understands that the failure of the Seller to complete any sale to a qualified Buyer because of non-delivery or misrepresentation of the Goods by Seller could result in damages payable to the Company, where such damages shall become immediately due and payable by the Seller to the Company upon written demand by the Company.

Additional Shipping Costs. The Seller understands that any additional shipping costs incurred because of incorrect shipping information and/or improper preparation by the Seller shall be borne and paid by the Seller.

Goods Quality. The condition of all Goods offered for sale in the Marketplace shall be indicated in the Marketplace on a lot-by-lot or per-item basis, as the case may be, for such Goods and the Company shall have the right to determine the condition of such Goods, which such determination may be made by the Company in its discretion. The Company’s right to determine the condition of Goods offered for sale in the Marketplace shall include the right to override any initial determination of the condition of such Goods made by the Seller of such Goods. In the event that Seller is offering used, refurbished or salvaged Goods for sale in the Marketplace, Seller must provide a prominently displayed notice of the used, refurbished, or salvaged status of the Goods in the listing for such Goods.

Bidding. Seller understands that the Seller has one (1) business day from the date upon which the Seller receives notification of a Bid to accept or reject that Bid. If any Seller fails to accept or reject a Bid within one (1) business day of notification, then the Bid will be deemed to have been rejected and the Bid will be null and void.

Shipment of Goods. After the Company’s receipt of payment by the Buyer for the Goods, the Company shall notify the Seller such payment has been received, and thereafter Seller shall have three (3) business days in which to ship the Goods. The packaging materials by which the Goods will be shipped shall not include any display of Seller’s brand or other identifying information, which such prohibited branding information shall include, but is not limited to the Seller’s (i) name, (ii) website, (iii) e-mail address(es), (iv) phone number(s), (v) fax number(s), or (vi) any other physical mailing address other than the one from which the Goods are shipped. If the Seller fails to ship the Goods in the required three (3) business day period identified in this paragraph, then the Company shall have the right to charge Seller a late shipping fee for each item that the Seller failed to ship according to the requirements of this paragraph, which late shipping fee, if any, shall be determined in the Company’s reasonable discretion. For any transaction in the Marketplace, the Seller shall at all times have responsibility for shipping Goods pursuant to that transaction. Company hereby disclaims any liability whatsoever for any injury or damages relating to the shipment of any Goods purchased in the Marketplace.

Dispute Resolution Between Buyers and Sellers.

Generally. Buyers who feel that their purchase was misrepresented (in terms of quality, quantity, or both) must notify the Company pursuant to the Inventory Resolution process and its deadlines, established in Subsection 1(d)(i) herein. Buyers are required to submit support to validate their claims (including a description of the issue and photos) and failure to do so may result in a denied claim. Buyers must have an Inventory Resolution dispute on file in order for the Company’s customer support department (“Customer Support”) to conduct any actions on their behalf. To help eliminate the need for disputes, Buyers should accurately check the manifest, condition, shipping terms, and images of product they wish to purchase.

Arbitration. In the event of any dispute between Buyer and Seller in connection with these Terms and Conditions not resolved by the Inventory Resolution process in Section 1.d.i. herein, all users agree to cooperate with the Company to resolve the dispute before taking any other action. If the Company cannot resolve the dispute within ten (10) business days of the Company’s receipt of the dispute, then, if the dispute remains, the party requesting relief must elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects to pursue arbitration, they shall initiate such arbitration through the American Arbitration Association (“AAA”). The AAA and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Refund | Return Policy. Refunds or returns of merchandise must be approved by Customer Support, and must be preceded by an honored Inventory Resolution dispute. Any attempt to rescind a payment or return property prior to an authorization by the Company will result in a delay of claim resolution, and may adversely impact the Buyer’s ability to transact in the Marketplace. Unauthorized returns will be refused at delivery. All refunds, if any, shall be authorized solely at the Company’s discretion. For any transaction, Buyer waives its right to a refund if Buyer fails to properly follow the Inventory Resolution procedures set forth herein, and in the event of such failure by the Buyer, no such refund shall be authorized or issued.

Reseller Provisions. In addition to applicable terms and conditions established elsewhere herein, the following provisions apply to all Buyers who resell or intend to resell, whether now or in the future, Goods purchased from the Seller hereunder:

No Exclusivity. The Buyer understands and agrees that the sale of Goods through the Company is not on an exclusive basis. Company may sell the same type of Goods to other bidders. Buyer further understands and agrees that the Company is not guaranteeing a minimum quantity, quality, and percentage of product mix or a continuous flow of such Goods.

DISCLAIMERS. EXCEPT AS OTHERWISE STATED HEREIN, COMPANY MAKES NO WARRANTIES OF ANY KIND, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE GOODS SOLD HEREUNDER, OR ITS MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS GIVEN BY COMPANY, AND NONE SHALL ARISE BY OR IN CONNECTION WITH THESE TERMS AND CONDITIONS AND/OR COMPANY’S CONDUCT IN RELATION HERETO, AND IN NO EVENT SHALL COMPANY BE LIABLE ON ANY SUCH WARRANTY WITH RESPECT TO ANY GOODS SOLD HEREUNDER. Buyer accepts all Goods sold to it in accordance with these Terms and Conditions on an “AS IS” basis. Unless otherwise agreed in writing by Company, title and risk of loss will pass to Buyer upon the release of funds in escrow pursuant to Section 1(d)(ii) of these Terms and Conditions. Buyer hereby releases Company of any fault or liability, and shall forfeit any rights to claims against the Company associated with or arising from the Goods or the shipment of Goods purchased hereunder.

Insurance. Buyer shall keep in full force and effect at all times during the applicability of these Terms and Conditions the following statutorily-required minimum insurance coverage for (i) worker’s compensation and employer liability; and (ii) commercial general liability.

Conflicting Terms. If any term or condition stated in this Section 5 conflicts with any other applicable provision of these Terms and Conditions, the terms stated in this Section 5 shall control and take precedence over such conflicting provisions. I UNDERSTAND THAT BY PARTICIPATING IN A BOXFOX.CO SALE THAT I AM BOUND AND I AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Site Regulations. The technology, software, and data underlying the Site are the property of the Company or the Company’s affiliates or partners. As a User, you agree not to copy, modify, alter, assign, distribute, reverse engineer, decode, reproduce, redesign, disassemble or decompile the technology or software underlying the Site. You agree not to modify the software underlying the Sites in any manner or form, or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site.

	Without limiting the foregoing, you agree that you will not use the Site to take any of the following actions:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal right of others;

Publish, post, upload, email, distribute or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful content;

Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s computer, the Company’s Sites, any software or hardware, or telecommunications equipment;

Advertise or offer to sell any goods or services for any commercial purpose unless you have the Company’s written consent to do so;

Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters;

Download any file that you know or reasonably should know, cannot be legally obtained in such manner;

Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;

Restrict or inhibit any other user from using and enjoying any public area within the Company’s Sites;

COLLECT, STORE OR TRY TO GAIN ACCESS TO PERSONAL INFORMATION ABOUT OTHER END USERS, CUSTOMERS, SUPPLIERS OR ENTITIES THAT HAVE USED THE SITE;

USE DATA ABOUT END USERS, CUSTOMERS, AND SUPPLIERS FROM THIS SITE FOR PERSONAL GAIN;

Interfere with or disrupt the boxfox.co website, the Marketplace, or Company servers or networks;

Impersonate any person or entity, including, but not limited to, a Company representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;

Forge headers, manipulate identifiers or other data in order to disguise the origin of any content transmitted through Company Sites, or to manipulate your presence on Company Sites;

Take any action that imposes an unreasonably or disproportionately large load on Company infrastructure; or

Engage in any illegal activities.

You agree to use the bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities provided on the Company’s Site, if any (collectively, the “Forums”), only to send and receive messages and material that are proper and related to that particular Forum.

If you choose a username that, in Company’s sole discretion, is obscene, indecent, abusive or which might otherwise subject us to public embarrassment or scorn, the Company reserves the right, without prior notice to you, to automatically change your username, delete your posts from the Company’s Sites, deny you access to the Company’s sites, or any combination of these options.

Unauthorized access to the Company’s Sites is a breach of these Terms and Conditions and a violation of the law. You agree not to access the Company’s Sites by any means other than through the interface that is provided by the Company for use in accessing its Sites. You agree not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor or copy any part of the Company’s Sites except those automated means that have been approved in advance and in writing by the Company.

Use of the Company’s Sites is subject to existing laws and legal process. Nothing contained in these Terms and Conditions shall limit the Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Company’s Sites.

Miscellaneous.

Interruption of Service. User understands that the Company shall take all commercially reasonable efforts to make its Site and Services available. However, the Company is not responsible for any damages or losses related to any system errors or interruptions affecting its Site and the processing of any transactions in the Marketplace. User understands that the Site may be unavailable unexpectedly as a result of circumstances beyond its control or routine maintenance. User agrees not to attempt any action that may disrupt the Company’s Site and Services, including transmitting any virus-infected files or software routines, bulk e-mail solicitations, or reverse engineering of any of the Company’s programs or infrastructure.

Changes to Site and Services. The Company reserves the right, in its sole discretion, to modify, suspend or terminate any aspect of its Site and Services, including, but not limited to, content, sale features, news and information, and product categories without notice.

Record Keeping. The Company cannot guarantee the preservation or maintenance of records relating to historical transactions and sales activity and encourages User to keep individual records and an accounting of all activity conducted through the Company’s Site.

Taxes. User acknowledges and agrees that the Company does not have any responsibility to report, calculate, determine or anticipate the payment of any taxes, which may be assessed or owed by any User in connection with the use of the Company’s Site and Services. User understands and agrees that User is solely responsible for the calculation and payment of any taxes that may be incurred as a result of using the Company’s Site and Services.

No Agency. The relationship between Registered Users and the Company is that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by the terms and conditions of Terms and Conditions.

Marketplace is Only a Venue. The Marketplace and associated sites are merely a venue for Registered Users to exchange information and facilitate transactions. It is expressly understood and agreed that the Company is not a broker or agent and has no duty to the User with regard to transactions through the Marketplace and Services other than those duties expressly outlined in these Terms and Conditions. Unless otherwise explicitly stated, the Company is not a party to the transactions between Buyers and Sellers. The Company does not guarantee the quality, safety, condition, or ownership of the Goods advertised for sale on its Marketplace and does not guarantee the accuracy of the information provided in the description of Goods advertised for sale on its Marketplace. Buyers are encouraged to perform their own due diligence, including, but not limited to, the arrangement of an on-site inspection. The Company does not guarantee any individual Seller’s or Buyer’s ability to complete transactions using the Marketplace and makes no representation regarding the identity, creditworthiness, or performance of any User.

Export of Property. You acknowledge and agree that certain goods, software, and technology may be subject to the export control laws and regulations of the United States, including but not limited to the Export Administration Regulations (EAR), the International Traffic in Arms Regulations, and regulations of the U.S. Department of Treasury, Office of Foreign Assets Controls. You agree you will comply with all applicable export laws and regulations. You may not, without prior U.S. Government authorization, export, re-export, or transfer any goods, software, or technology, either directly or indirectly, to any country subject to a U.S. trade embargo or sanction or to any resident or national of these countries, or to any person, organization, or entity on any of the restricted parties lists maintained by the U.S. Departments of State, Treasury, or Commerce. In addition, any goods, software or technology may not be exported, re-exported, or transferred to any end-user engaged in activities, or for any end-use, directly or indirectly related to the design, development, production, use, or stockpiling of weapons of mass destruction, e.g. nuclear, chemical, or biological weapons, and the missile technology to deliver them. The Company does not sell property to persons from the countries that are prohibited from receiving transfers of military equipment or technology. Please check with the appropriate government agency for a current list of prohibited countries. Buyers are advised that purchasing from us and then reselling or attempting to export to these countries is prohibited. The list of prohibited countries is subject to change at the discretion of the U.S. Government. If you purchase property that will be exported outside of the United States, you must obtain proper export licenses prior to our transfer of title and release of goods. The Company may assist Buyers in obtaining export licenses, and you agree to pay the costs associated with obtaining any licenses required. The Company’s assistance will be limited to providing information for the purpose of completing required export license applications, Shipper’s Export Declarations, or other forms. The Company cannot advise you as to which forms, which licenses, or what agencies may have jurisdiction over the property you purchase. You are encouraged to seek expert legal advice regarding export licensing. The Company is not an expert in the area of export licensing and does not hold itself out as such.

Notice and Communication. Unless stated otherwise, all notice and communication with User shall be provided by e-mail to the e-mail address provided by the User in their registration application or via posting on the Site. Notice shall be deemed to have been provided Twenty-Four (24) hours after the e-mail was transmitted by the Company or at the time the information was posted on the Site. If the Company receives a message that the User’s e-mail is disconnected, is no longer valid, or that the e-mail communication could not be delivered (for whatever reason), notice shall be deemed to have been provided at the time the information was posted on the Site. Any mailed letters sent by the Company to the User shall be considered courtesy copies only, and shall not have any bearing on the determination regarding the date notice was provided as stated above. The Company will contact Buyers by phone in instances of pending payment or pickup in an effort to avoid cancellation and penalties.

Indemnification. In the event any User has a dispute with another User, User hereby releases Company and its directors, officers, employees and agents from claims, demands and damages, whether actual or 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. This release includes any claims brought by any individuals relating to misuse or unauthorized use of data User gives to Company. Each User shall defend, indemnify and hold harmless Company and its affiliates, directors, officers, employees and agents to the fullest extent lawful against any and all damages (whether direct, consequential or otherwise), claims, liabilities, costs and expenses incurred (including, without limitation, all reasonable attorney fees and costs), as a consequence of any acts by User undertaken in connection with the Company’s Site and Services, including without limitation, those arising out of any breach of any User representation or warranty, User’s obligations hereunder, any User transaction attempted through the Service, or any dispute between User and any other Users. Each Buyer shall (i) assume all losses, costs, or liability arising out of Buyer’s failure to abide by the terms of any Restricted Sale; and (ii) indemnify, defend and hold harmless the Company from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, which arise out of or relate to Buyer’s failure to abide by the terms of such Restricted Sale. In any event or circumstance requiring indemnification pursuant to this Agreement, User may defend against the claims in any reasonable manner User deems appropriate, which include User’s right to retain counsel of its choice and at its own expense and the right to settle any claim; provided, however, in no event shall User be authorized to enter into a settlement of any kind that requires Company to admit fault or liability for all or any portion of such claim(s). Company reserves the right, at all times, to retain counsel at Company’s expense and participate in, or assume control of, the defense of any claim, which such election shall be made in the Company’s sole and exclusive discretion. If the Company makes such an election, User shall fully cooperate with Company in the defense of the claim and take all such actions as may be reasonably required to effectuate the same.

Third Party Links. The boxfox.co website and the Marketplace may contain links to other websites or resources for the convenience of Users in locating related information and services. User acknowledges and agrees that Company is not responsible or liable for (i) the availability or accuracy of such sites or resources, or (ii) the content, advertising or products on or available from such sites or resources, the Terms and Conditions that may govern such sites or resources, or the privacy policies and data collection, use or retention practices of such sites. The inclusion of any link on the Site does not imply that the Company endorses the linked site. User uses the links at User’s own risk.

Jurisdiction. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Indiana without regard to the conflicts of law provisions thereof, and, to the maximum extent permissible, without reference to that body of law known as the Uniform Computer Information Transaction Act. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules (and in the case of a dispute between Buyer and Seller, such disputes shall be settled pursuant to Section 4 of these Terms and Conditions). In the event an arbitration hearing is necessary, the arbitration hearing must be held in Indianapolis, Indiana. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible and the remainder of these Terms and Conditions shall continue in full force and effect.

Termination. The terms and conditions of these Terms and Conditions constitute a binding agreement between the Company and each User until terminated by the User or the Company. User may discontinue use of the Marketplace and Services at any time with or without notice to Company. The Company may consider any account on which no activity (the User has not logged into the account) has occurred for three hundred sixty five (365) consecutive days to be abandoned, and may terminate the account without further notice to the User. Upon termination, User is obligated to immediately cease using the Marketplace and Services. The Company expressly reserves the right to terminate the use of, or to refuse to permit the use of, the Services and the Marketplace by any person or entity, at the sole discretion of the Company, for any reason and without notice.

Waiver. The failure of Company to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver of any right, provision, term or condition must be in writing, signed by our authorized representative, and will be effective only for the instance specified in the writing.

Oral Representations. Any oral statement or representation by any representative of the Company, changing or supplementing the written description of the offering or the published terms and conditions of these Terms and Conditions, is unauthorized and confers no right on the User and may not be relied on by the User. No interpretation of any provision of these Terms and Conditions, including applicable performance requirements, is binding on the Company unless agreed to, in writing by the Company.

Intellectual Property. Company intellectual property (“Company IP”) is all inventions, know how, improvements, discoveries, methods, processes, concepts, designs, ideas, prototypes, samples, drawings, blueprints, specifications, computer or intellectual property programs, methods of doing business, copyrights, trademarks, trade names, software and/or other works conceived of and/or reduced to practice or writing or otherwise relating to the Site or Services. Company IP may be created by one of more of Company’s employee(s) alone or jointly with a User or Users arising from the use and development of the Services or as a result of User’s feedback regarding the Marketplace or Services (“Feedback”). All right, title and interest in any Company IP shall belong to Company and shall be subject to the conditions of these Terms and Conditions. User hereby irrevocably assigns to Company all right, title and interest User may acquire in any Company IP. Company may, at its option, file an application for intellectual property protection for Company IP. If any such Company IP is created with User’s participation, User agrees to cooperate with Company to assure that such application(s) will cover, to the best of User’s knowledge, all related assets, including all features of commercial interest and importance. Company IP is the sole and exclusive property of the Company, unless otherwise stated and may not be used without the prior written consent of the Company.

Trademarks. The boxfox.co website, the Marketplace and the Company’s tradenames, domain names and logos found on the website and Marketplace are trademarks or service marks of the Company. No display or use of such marks may be made without the express written permission of the Company. All trademarks, trade names, logos, and service marks featured on this website are the property of the owners of said intellectual property. The Company disclaims any associations or endorsements that may be implied through the use of the trademarks, trade names, logos or service marks of others. Buyer agrees not to use Seller’s name, logo, trademark or service mark, whether known or suspected, nor any photographs, images, illustrations, or other depictions from the Seller’s website in any remarketing or re-selling of the products purchased from this site, which would violate the intellectual property rights of the Seller.

Assignment. These Terms and Conditions may not be assigned by User or by operation of law to any other person, persons, firms or corporations without the express written approval of the Company.

Entire Agreement. These Terms and Conditions constitute the entire agreement between the User and the Company, and it supersede any previous agreements, whether oral or in writing, between Users and the Company. The Company may, at its sole discretion, remove or change any aspect of these Terms and Conditions. Any change to this Agreement will become effective at the time such change is posted to the Company’s website. No notice will be provided to Users regarding any change to the Terms and Conditions. Users are encouraged to review these Terms and Conditions frequently to ensure that they are aware of any changes. The Company will not be liable to the User for any failure to notify the User of a modification to these Terms and Conditions.

Translation of these Terms and Conditions into Languages Other than English. These Terms and Conditions may be presented to the User in a language or languages other than English. Any presentation or translation of these Terms and Conditions into a language other than English shall be for the User’s convenience, but User will continue to be guided by the English language version of these Terms and Conditions in the event that there is a conflict between the English language version of these Terms and Conditions and any translation into a language other than English.

Title and Headings. The title, paragraph and sub-paragraph headings are inserted for convenience of reference and shall not be germane to the interpretation or enforcement of these Terms and Conditions.

Partial Invalidity and Severability. No partial invalidity of these Terms and Conditions shall render the remaining portion of the Terms and Conditions invalid or unenforceable. Should any provision of the Terms and Conditions be determined to be unreasonable, unenforceable or unlawful by any court, such provision shall be severed from these Terms and Conditions and the remaining provisions will remain in full force and effect.

Last updated:	October 3, 2016
    
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