Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Declutra, Inc. ("Declutra," "we," "us," or "our") governing your access to and use of the Declutra marketplace platform, including our website, mobile applications, and all related services (collectively, the "Services").

By creating an account, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

We reserve the right to update these Terms at any time. When we make material changes, we will notify you via email and/or a prominent notice on our Services at least 30 days before the changes take effect. Your continued use of the Services after the effective date of revised Terms constitutes acceptance of those changes.

Eligibility

You must be at least 13 years of age to create an account and use our Services. If you are between 13 and 18 years of age, you may only use the Services with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms.

By creating an account, you represent and warrant that: (a) you are at least 13 years old; (b) you have the legal capacity to enter into a binding agreement; (c) you are not prohibited from using the Services under any applicable law; and (d) your account has not been previously terminated by Declutra for violation of these Terms.

We reserve the right to request proof of age or identity at any time and to suspend or terminate accounts that do not meet eligibility requirements.

Account Registration and Security

To access certain features of the Services, you must create an account by providing accurate, complete, and current registration information. You agree to promptly update your account information to keep it accurate and complete.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify Declutra of any unauthorized use of your account or any other breach of security.

You may not: (a) create more than one account per person; (b) share your account credentials with any third party; (c) use another person's account without their permission; or (d) sell, transfer, or assign your account to another party without Declutra's written consent.

Declutra reserves the right to disable, suspend, or terminate any account at any time for any reason, including but not limited to violation of these Terms.

Marketplace Services

Declutra provides a marketplace platform that enables users to buy and sell goods. Declutra is not a party to transactions between buyers and sellers and does not take title to or possession of any goods listed on the platform.

We provide tools including AI-powered pricing suggestions, product categorization, barcode scanning, and listing creation assistance. While we strive to provide accurate information, these tools are provided for convenience only and do not constitute professional appraisal or valuation services.

Declutra does not guarantee the accuracy of any listing information, the quality or safety of items listed, the ability of sellers to complete sales, or the ability of buyers to complete purchases. Users transact at their own risk.

User Conduct

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

Violate any applicable law, regulation, or third-party rights.

Post, upload, or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.

Use the Services to engage in fraud, deception, or misrepresentation.

List or sell any items that are illegal, stolen, counterfeit, or prohibited under our Prohibited Items Policy.

Interfere with or disrupt the Services, servers, or networks connected to the Services.

Use any automated system (including bots, crawlers, or scrapers) to access the Services without our express written permission.

Attempt to gain unauthorized access to any portion of the Services, other accounts, or computer systems or networks connected to the Services.

Circumvent, disable, or otherwise interfere with security-related features of the Services.

Harvest, collect, or store personal information about other users without their express consent.

Seller Obligations

If you use the Services to sell items, you additionally agree to: (a) comply with the Declutra Seller Agreement; (b) provide accurate, complete, and non-misleading listing information; (c) fulfill all completed transactions in a timely manner; (d) comply with all applicable laws regarding the sale of goods, including consumer protection, tax, and shipping regulations.

Sellers are solely responsible for the items they list and sell, including their legality, safety, accuracy of description, and compliance with applicable regulations. Declutra is not responsible for verifying the accuracy of listings or the legality of items sold on the platform.

Sellers must accept the Seller Agreement before publishing their first listing. The Seller Agreement is available at /seller-agreement and contains additional terms specific to selling activities.

Buyer Obligations

If you use the Services to purchase items, you agree to: (a) complete all transactions you initiate unless the listing is materially different from its description; (b) provide accurate shipping and payment information; (c) communicate promptly and respectfully with sellers regarding any issues.

Buyers are responsible for reviewing listing information carefully before completing a purchase. Declutra does not guarantee that items will match their descriptions and is not responsible for disputes between buyers and sellers.

Intellectual Property

The Services and all content, features, and functionality (including but not limited to software, text, graphics, logos, icons, images, audio clips, and data compilations) are owned by Declutra or its licensors and are protected by United States and international copyright, trademark, patent, and other intellectual property laws.

You retain ownership of content you submit, post, or display on or through the Services ("User Content"). By posting User Content, you grant Declutra a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in connection with operating and promoting the Services.

You represent and warrant that you own or have the necessary rights to all User Content you submit and that your User Content does not infringe upon the intellectual property rights of any third party.

If you believe that your intellectual property rights have been infringed on the platform, please contact us at legal@declutra.com with a detailed description of the alleged infringement.

Fees and Payments

Declutra may charge fees for certain Services, including but not limited to transaction fees on completed sales, subscription fees for premium features, and payment processing fees. The current fee schedule is published on our website.

All fees are non-refundable unless otherwise stated or required by applicable law. We reserve the right to change our fees at any time with 30 days' advance notice. Fee changes will not apply retroactively to transactions already in progress at the time of the change.

You are responsible for all taxes applicable to your transactions. Declutra may be required to collect and remit sales tax in certain jurisdictions and will do so where required by law.

Privacy

Your privacy is important to us. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using the Services, you consent to the collection and use of your information as described in the Privacy Policy. You can review the Privacy Policy at /privacy.

Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DECLUTRA DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED; (C) THE SERVICES OR ANY CONTENT WILL BE ACCURATE, RELIABLE, OR COMPLETE; OR (D) ANY CONTENT OR ITEMS LISTED ON THE PLATFORM WILL MEET YOUR EXPECTATIONS.

YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. DECLUTRA IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DECLUTRA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES.

IN NO EVENT SHALL DECLUTRA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO DECLUTRA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to indemnify, defend, and hold harmless Declutra and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any law or regulation; or (e) your violation of any rights of a third party.

Termination

You may terminate your account at any time by contacting us or using the account deletion feature in your settings. Upon termination, your right to use the Services will immediately cease.

Declutra may suspend or terminate your account and access to the Services at any time, with or without cause, with or without notice. Reasons for termination may include, but are not limited to: violation of these Terms, fraudulent activity, extended periods of inactivity, or at our sole discretion.

Upon termination: (a) all pending transactions must be completed or cancelled in accordance with our policies; (b) you remain liable for all obligations incurred prior to termination; (c) sections of these Terms that by their nature should survive termination will continue to apply.

Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall first be resolved through good-faith negotiation between the parties for a period of thirty (30) days.

If the dispute cannot be resolved through negotiation, it shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration shall take place in San Francisco, California, unless otherwise agreed by the parties.

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You may opt out of this arbitration agreement by providing written notice to legal@declutra.com within 30 days of first accepting these Terms.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

To the extent that arbitration does not apply, you consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California, for any disputes arising out of or related to these Terms.

General Provisions

Entire Agreement: These Terms, together with the Privacy Policy, Seller Agreement, and any other policies referenced herein, constitute the entire agreement between you and Declutra regarding the Services.

Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

Force Majeure: Declutra shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, or internet service disruptions.

Notices: We may provide notices to you via email, through the Services, or by other reasonable means. You may contact us at legal@declutra.com or by mail at: Declutra, Inc., Legal Department, 123 Market Street, San Francisco, CA 94105.

Contact Information

If you have questions about these Terms of Service, please contact us:

Email: legal@declutra.com

Address: Declutra, Inc., Legal Department, 123 Market Street, San Francisco, CA 94105

For privacy-related inquiries, please refer to our Privacy Policy or contact privacy@declutra.com.