Terms of Use

Effective January 1, 2022 (subject to change without prior notice)

Welcome to Delows!

These terms and conditions outline the rules and regulations for the use of Delows’s Website, located at delows.com, better known as “Terms of Use.”

By accessing this website we assume you accept these terms and conditions. Do not continue to use Delows if you do not agree to take all of the terms and conditions stated on this page.

Accepting these Terms

This document, our rules, policies and the other documents referenced herein make up our Terms of Service/Use (“Terms”). The Terms are a legally binding contract between you and Delows, (“Delows”). This contract sets out your rights and responsibilities when you use Delows and our Service (the “Service” includes the “Website” and the application for your mobile device (the “App”), To access most features of the Service, you must register for an Account with us (an “Account” or a “Delows Account”). Our Service includes all related websites, networks, downloadable software, and other services provided by us and on which a link to the Terms or Help Center are displayed. Please read our Terms completely and carefully.

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: “Client”, “You” and “Your” refers to you, the person log on this website and compliant to the Company’s terms and conditions. “Delows”, “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to the same.

BY USING OUR SERVICE, YOU’RE CREATING A LEGALLY BINDING CONTRACT TO COMPLY WITH ALL THE TERMS.

The Help Center is used to host policies in the Policy Center such as the list of Prohibited Behavior and Prohibited Products, product guidelines, and provide clarifications to frequently asked questions (“FAQ”).

We may amend the Terms at any time by posting a revised version on our website. The revised version will be effective at the time we post it. If we change the Terms in a way that reduces your rights or increases your responsibilities, we will provide you with a notification.

Some important introductions for you.

1. Description of the Service

• The Service is an online vendor-to-consumer focused marketplace. We have different Delows Account types such as Vendor or Customer and Wholesale Customer accounts. Each account is self-explanatory. 
• Delows does not sell, purchase any goods itself, take possession of the goods, either for itself or on behalf of Users or others. While Delows may help facilitate transactions, Users that list and sell items through the Service (“Sellers”) and Users that purchase items through the Service (“Buyers”) are entirely responsible for the sale of goods (referred to herein as “goods”, “products” or “items”) transactions between them, including without limitation the listing of goods and any applicable product warranties. Sellers and Buyers (this means “you”) are collectively referred to herein as “Users” of the Service.
• If you choose to file taxes or operate your Delows Account under another tax entity such as a LLC, Sole Proprietor or other entity type, all policies, rules and conditions of use as documented in these Terms and related policies will apply to your Delows account. Only one account per entity or individual is allowed. For the intent and purpose of this document, all definitions (above) will apply to your Account regardless of your entity status outside of our Service.
• Delows provides payment processing services using third party service providers for items listed on its marketplace. Payment options include but are not limited to credit card, debit card, PayPal, Apple Pay, and Android Pay. Sellers may have funds from sales deposited into their designated bank account (“Direct Deposit”) or withdrawn using Paypal. Delows does not accept or dispense cash. Please remember payment instruments and bank accounts can only be registered on one Delows Account at a time.
• Delows is responsible for processing refunds, chargebacks or payment reversals and providing customer service in relation to questions related to the Service, but is not and shall not be involved in other disputes between Users. Payment to Delows constitutes a payment to the Seller. Please see the Buyer or Seller Rules for more information.
• Delows is also a licensed money services business in the U.S. jurisdictions listed on our Licenses/Disclosures page. Residents of certain states may have rights regarding concerns or complaints with our services; see the Licenses/Disclosures page for more information.
• By accepting these Terms, you acknowledge that you will provide accurate and timely information to Delows to comply with our regulatory requirements in providing services to you. Further, your acceptance of the Terms includes acceptance of our Privacy Policy.

2. Other Policies Apply

Delows is licensed to offer its services in the United States. To have a Delows Account you must reside in the United States. For an individual to have an Account you must be at least 18 years old, or the age of majority in your state of residence.

By using the Service, you agree to comply with the following policies and any additional policies that we may notify you of from time-to-time (“Policies”). These Terms apply to all Users:

• Privacy Policy
• Prohibited Behavior 
• Prohibited Products
• Electronic Communication
• Copyright  
• Safety
• Law Enforcement
• Sales Tax
• Refunds

1099-K Reporting Policy and Disclosure Information

Delows helps people in the U.S. sell, list and transact online to sell and buy goods. The following Terms may apply, depending on how you use our Service. It is important to follow these rules for Delows to evaluate payment processing decisions and the continued use of our Service.

Seller Guidelines – If you list any items for sale, these additional rules apply to you.

Buyer Guidelines – If you use our Service to browse or purchase, these additional rules apply to you.

Cookies

We employ the use of cookies. By accessing Delows, you agreed to use cookies in agreement with the Delows’s Privacy Policy & Cookie Policy.

Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies.

3. Your Delows Account 

You’ll need to create an Account with Delows to use some features of our Service. If Delows determines that your use of an Account violates any of our Terms, or is otherwise inappropriate or illegal, Delows may, at its sole discretion, take action, up to and including termination of your Account. Additional information can be found in the Help Center including Seller Guidelines, Buyer Guidelines and/or in the Prohibited Behavior and Prohibited Products policies. If you have previously violated our Terms using another Account, refuse to provide information, or if we are unable to verify the information you provided, you may be ineligible for an Account, and/or your Account may be limited, suspended or closed.

Here are a few rules about Accounts with Delows:

• A User shall not use a Delows Account for money laundering or any illegal purpose or in violation of any law or regulation or provision of these Terms. As a condition for using the Service, we hold all Buyers or Sellers accountable for violations of law, violations of these Terms and all applicable policies.
• You must be 18 years of age or older to have a Delows Account, or the age of majority in your state of residence.
• You may only register for and maintain one Account per User. Payment instruments and bank accounts can only be registered on one Delows Account at a time; they cannot be shared on multiple Delows Accounts, even if it is a joint account at your financial institution.
• You may be required to provide us with current and accurate information about yourself (such as your name, address, date of birth, Social Security number, and/or a copy of your driver’s license or other government-issued identification) (“User Information”). We may verify your User Information with a third-party vendor. We also may request you to send us additional documents or information to help us verify your identity. It is prohibited to use false information or impersonate another person through your Account.
• If you provide information about a business, such as to comply with a verification request or to complete a W-9 tax reporting form, you may be asked for additional information such as EIN, business address, and/or tax classification filing status in addition to verifying information about yourself and your authority to represent the business or entity(ies).
• If you make purchases, you will be asked to provide information about your Payment Instrument(s). “Payment Instrument(s)” include(s) credit card, debit card, an account hosted elsewhere such as PayPal, a Delows balance resulting from your earnings from prior sales, or another payment method permitted by us. We do not accept or check as a payment method. Payment Instruments may be stored with us for future use. We may validate that your Payment Instrument is in good standing with the financial institution/issuer. You agree that the User Information and Payment Instrument information you provide to us is accurate and that you will keep it updated.
• If you complete a sale, you may withdraw your Delows Account Balance to your bank account using Direct Deposit or Instant Pay. It is your responsibility to ensure that your bank account information is entered correctly. We may request additional information to verify your bank details. We may be unable to help you recover money sent to an inaccurate bank account number. We do not dispense cash or issue checks as a method of withdrawal.
• If you utilize our shipping options it is your responsibility to select the correct weight class for the labels and to provide valid tracking information. You are responsible for any additional fees from the carrier(s) if you select the incorrect weight class or other such actions that result in additional fees.
• You are solely responsible for any activity and listings on your Delows Account.
• You are responsible for ensuring your Account accurately reflects your current User Information including your contact information, such as phone number, email and mailing address. You may be asked to update or verify this information from time to time so Delows may continue to service your account.
• You are responsible for all fees, chargebacks, Buyer refunds, or payment reversals received by Delows, even after you close your Account. Amounts owed to Delows or to others may be removed from your balance or requested via an invoice by Delows to be processed as a payment from you or processed by a collections agency.
• You are responsible for keeping your Account password secure. See Our Safety Guidelines for tips on keeping your Account secure. If you believe your account has been compromised please contact us_compliance@Delows.com.

Please visit our Help Center for questions about setting up an Account with Delows.

4. Termination by You

You may terminate your Account with Delows at any time from your Account Settings. You can find more information in the Help Center. After terminating your Account, some of your listing content and completed transaction information may still be available in your Account. However, you should save all needed information prior to terminating your Account.

You are still responsible for all fees, shipping overages, chargebacks/payment reversals or refunds received by Delows, even after you close your Account. You remain obligated to help resolve any disputes with other Users that are the result of purchases or sales of goods from you that occurred prior to termination. Delows-issued credits or unused coupons become invalid and expire upon termination of your account.

5. License for Use

Our Services are licensed, not sold, to you for use only under our Terms. Delows reserves all rights not expressly granted to you. Delows hereby grants you a personal, limited, revocable, non-transferable license to use the App and Website on a single compatible device that you own or control, solely for your own use.

You may not modify, alter, reproduce, distribute or make the App or Website available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the App or Website.

You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App or Website, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or regulation or third party terms), nor attempt to disable or circumvent any security or other technological measure designed to protect the App or Website or any content available through the App or Website.

Unless otherwise stated, Delows and/or its licensors own the intellectual property rights for all material on Delows. All intellectual property rights are reserved. You may access this from Delows for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

• Republish material from Delows
• Sell, rent or sub-license material from Delows
• Reproduce, duplicate or copy material from Delows
• Redistribute content from Delows

Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. Delows does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of Delows,its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, Delows shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

Delows reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.

You warrant and represent that:

• You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
• The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
• The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
• The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant Delows a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.

Submissions

While DELOWS appreciates your comments and is happy to answer your questions about our products, our services, and our company, we generally do not accept ideas, know-how, inventions or suggestions for products and services (“Submissions”). This is for your protection and for ours, and to avoid misunderstanding about the origin of Submissions between you and DELOWS.

Please note that any Submissions, remarks, graphics, or other information provided by you by any means, including through the Services, email, a “Contact Us” form, any “Live Chat” functionality on the Services, or otherwise, is and will be non-confidential and non-proprietary, except to the extent that such contains or constitutes personal information, which is subject to the guidelines established in our Privacy Statement.

The Service may include open source software or third party software. Any such software is made available to Users under the terms of the applicable licenses. Please refer to the Help Center for the applicable notices and license terms.

iFrames

Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.

6. Third Party Services and Linked Websites

The Privacy Policy applies to your use of the Service and you consent to the collection and use of your information, including personally identifiable information by Delows. Our Service may contain links to third-party websites or services that we don’t own or control (for example, links to Facebook, payment services such as ZIP) that enable you to export information to third party services. You may also need to use a third party’s product or service to use some features of our Service (like a compatible mobile device to use our mobile apps or to purchase a warranty) or use through our implementation of third party buttons (such as “share” buttons). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use and privacy policies. Delows is not a party to those agreements; they are solely between you and the third party.

Hyperlinking to our Content

The following organizations may link to our Website without prior written approval:

• Government agencies;
• Search engines;
• News organizations;
• Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
• System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.

We may consider and approve other link requests from the following types of organizations:

• commonly-known consumer and/or business information sources;
• dot.com community sites;
• associations or other groups representing charities;
• online directory distributors;
• internet portals;
• accounting, law and consulting firms; and
• educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Delows; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Delows. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

• By use of our corporate name; or
• By use of the uniform resource locator being linked to; or
• By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.

No use of Delows’s logo or other artwork will be allowed for linking absent a trademark license agreement.

Removal of links from our website

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Reservation of Rights

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

7. Your Content

Content that you post using our Service must be content you own or have the right to use (so let’s refer to it as “Your Content”). That includes anything you post using our Service (like usernames, shop names, profile pictures, listing photos, listing descriptions, reviews, comments, videos, etc.).

• Responsibility for Your Content. You are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it. You have not copied it without permission, this includes Delows’s trademarked name or logo.
• Permission to Use Your Content. By posting Your Content through our Service, you grant Delows a license to use it. We don’t claim any ownership to Your Content, but we have your permission to use it to help Delows function and grow. That way, we won’t infringe any rights you have to Your Content and we can help promote your listings and/or Account. By posting Your Content, you grant Delows a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content to provide the Service and to promote Delows, or the Service in general, in any formats and through any channels, including across any Delows Service or third-party website or advertising medium.
• Reporting Infringing Content. Delows has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Service. If intellectual property that you own or have rights to has been posted to the Service without your permission and you want it removed, please follow the steps listed in our Copyright Policy Statement in the Help Center. If Your Content infringes another person’s intellectual property, we will remove it upon receipt of a valid and complete takedown notice. We will notify you if that happens.
• Inappropriate, False or Misleading Content. This should be common sense, but there are certain types of content we don’t want posted on Delows’s Service (for legal reasons or otherwise). You agree that you will not post any content that is illegal, abusive, threatening, defamatory, obscene, vulgar or otherwise offensive or in violation of our policies or any part of our Terms. You also agree not to post any content that is false, misleading or uses the Service in a manner that is fraudulent or deceptive.
• Content Liability. We shall not be held responsible for any content that appears on your personal/business Website. You agree to protect and defend us against all claims that are rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

8. Your Use of Our Service

We grant you a limited, non-exclusive, non-transferable and revocable license to use our Service—subject to these Terms and the following restrictions:

• Don’t Use Our Service to Break the Law. You agree that you will not violate any laws in connection with your use of the Service. This includes any local, state, federal and international laws that may apply to you. It’s your responsibility to obtain any permits or licenses and have proof of ownership or receipts if required; You may not use Delows to list or sell items that violate any laws, to commit fraud, theft or any other crimes against Delows, another Delows User or a third party. You may not use Delows shipping labels to send or transmit items that are illegal or prohibited to ship. Please review our Prohibited Products and Prohibited Behavior 
• Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus, other harmful computer code, or any activity that provides an excessive burden on the Services, or otherwise negatively affects the enjoyment of the Services by other Users.
• Agreement to Receive Electronic Communications. By using our Service, you’re agreeing to our Electronic Communication, which describes how we provide that information to you. It says that we can send you information electronically (by email, etc.) instead of mailing you paper copies (it’s better for the environment), and that your electronic agreement is the same as your signature on paper.
• Items You Purchase. Delows does not manufacture, store or inspect any of the items sold through our Service. We provide the venue; but the items in our marketplaces are produced, listed and sold directly by independent third-party sellers, so Delows cannot and does not make any warranties about items’ quality, safety or legality. Any legal claim related to an item you purchase must be brought directly against the Seller of the item. You release Delows from any claims related to items sold through our Service, including for defective items, misrepresentations by Sellers or items that caused physical injury (like product liability claims). As outlined in Delows’s Authenticate Terms and Conditions, provides the means to have an item reviewed for standards of conformity by a third party and does not create a separate warranty or guarantee of items sold by the Seller.
• Content You Access. You may come across materials that you find offensive or inappropriate while using our Service. Delows is not responsible for the decency, accuracy, or legality of content posted by Users that you accessed through the Service. You release us from all liability relating to that content. You may report content that you believe violates Delows’s Policies for internal review.
• People You Interact With. You can use the Service to interact with other individuals. However, you understand that we do not screen Users of our Services beyond verification of specific data, and you release us from all liability relating to your interactions with other Users. You may report Users who you believe are engaging in Prohibited Conduct in the Help Center so we may review their Account. Please also follow our Safety Guidelines in all interactions with Users.
• Account Limitations. Delows, may place limits or restrictions on your use of our Service due to your Account activity, limited verified User information available or to enforce a regulatory limit. You may be required to complete certain actions on your Account to remove that limitation.
• Other Disclaimers/Warranties.
  • Delows is dedicated to making our Service the best it can be, but we’re not perfect and sometimes things can go wrong. You understand that our Services are provided “as is” and without any kind of warranty (express or implied). We are expressly disclaiming any warranties of title, non-infringement, merchantability and fitness for a particular purpose, as well as any warranties implied by a course of performance, course of dealing or usage of trade.
  • We do not guarantee that the Service will be secure or available at any particular time or location; or that any defects or errors will be corrected; or the results of using the Service will meet all your expectations. We will take every reasonable effort to ensure that the Service will be free of viruses or other harmful materials and to correct defects once identified.
  • THE USE OF ANY ROBOT, SPIDER, OR OTHER AUTOMATIC DEVICE OR SOFTWARE IN CONNECTION WITH THE SERVICES IS STRICTLY PROHIBITED. IN THE EVENT WE REASONABLY DETERMINE THAT ANY ORDER OR ATTEMPTED ORDER WAS MADE BY OR THROUGH USE OF ANY ROBOT OR OTHER AUTOMATIC DEVICE OR SOFTWARE, WE HAVE THE RIGHT, IN OUR SOLE AND ABSOLUTE DISCRETION, TO DENY OR CANCEL ANY SUCH ORDER, TO REFUSE TO ACCEPT ANY RETURNS OR OFFER REFUNDS, AND/OR TO CHARGE RESTOCKING FEES.
  • BY USING THE SERVICES, YOU AGREE TO ARBITRATE DISPUTES AGAINST DELOWS IN YOUR INDIVIDUAL CAPACITY IN ACCORDANCE WITH THE “Arbitration; Class Action Waiver; Jury Trial Waiver; Enforcement of Terms and Conditions; Governing Law” SECTION BELOW AND YOU ARE WAIVING YOUR RIGHT TO ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

9. Limitation, Suspension or Termination

Delows reserves the right to change, suspend, limit or discontinue any of its Services, in whole or in part at any time for any reason, without notice (unless required by law).

We may refuse service to anyone and may terminate or suspend your Account (and any related Accounts) and your access to the Service in whole or in part at any time, for any reason, without notice unless required by law. For example, Delows will promptly terminate without notice the Accounts of Users who are determined by Delows to be “repeat offenders.” A repeat offender is a User who has been notified of a violation of our Terms, engages in infringing activity, or has had content removed from the Service at least twice.

If we terminate, limit or suspend your Account or access to our Service:

• You don’t have a contractual or legal right to continue to use our Service, for example, to sell or buy on our Websites or Apps. We will not be liable to you for the effect that any changes to the Service may have on you, including your income or your ability to generate revenue through the Service.
• You remain responsible for fees, shipping fees, chargebacks/funds reversals, returns or refunds requested and remain obligated to resolve any disputes with other Users that are a result of purchases or sales of goods occurring prior to termination/suspension.
• We may require Users to verify information including but not limited to dentity, financial or contact information. Delows may refuse a User access to or suspend a User from all or part of the Service until the completion of such verification, including placing holds on your Delows Account balance.
• If there is an issue with your Account or listings, your Account balance may be held initially for 30 or 90 days based on risk, including chargebacks and other Buyer claims. You may be required to provide additional information regarding your Account usage, your identity, your listings or your transactions to release the holds on these funds. However, additional infractions may extend the holding period up to 180 days to cover our risk. Funds for illegal activity or illegal items will not be released to you.
• Funds may be held for up to 180 days to seek reimbursement from a Seller in any of the following circumstances, when: (a) we provide a refund to a Buyer because a Seller did not deliver the goods or we otherwise determine that a refund is warranted in a particular circumstance; (b) we discover erroneous or duplicate transactions related to a Seller; (c) we receive a chargeback or payment reversal from a Buyer’s Payment Instrument issuer for the amount of a Buyer’s purchase from a Seller; or (d) a Seller does not act in accordance with Delows’s Terms including the sale of prohibited items and/or the creation of multiple Delows Accounts.
• We may obtain reimbursement of any amounts owed by a Seller to Delows by deducting from future payments owed to the Seller, reducing any balance from the Seller’s Delows Account, charging any of the Seller’s Payment Instrument(s) on file, or seeking reimbursement from the Seller by any other lawful means, including by using third-party collections services. You authorize us to use any or all of these methods to seek reimbursement.
• Delows will make refunds or other payments owed to you, as required by applicable law or regulation.
• Accounts that are abandoned or balances that are unclaimed are subject to state abandoned property regulations.

10. Buying and Selling Generally

Prohibited Transactions. When buying a product using the Service, in addition to the limitations in our Prohibited Products and Prohibited Behavior  policies, Buyers also must not place orders without the intent to purchase, purchase goods for a commercial purpose (e.g., resale), or place any order that is determined by Delows to be fraudulent or illegal. You agree that the Service may only be used for bona fide purchases of goods, and may not be used to transfer money between a Buyer and Seller that is unrelated to a purchase of goods.

A Seller shall not purchase a product they themselves have listed on a separate Account. A Seller who wishes to withdraw or remove a listing must do so per the procedures specified by Delows in the Help Center.

Sales Contract. A sales contract for a product is formed with the Seller when the Buyer completes the steps for purchasing a product as prompted on the Service, but before payment is made by the Buyer. The Seller and the Buyer shall not assign to a third party, provide as security, or otherwise dispose of their rights and obligations arising under such sales contract.

Delows’s Role. Seller agrees that Delows and its designated payment processor act as agents for the Seller in processing payments for purchases. A Buyer’s obligation to a Seller for the purchase price shall be deemed extinguished upon receipt by Delows of the purchase payment (except for Buyer’s obligations in the event of a chargeback or other payment reversal) and rating.

Once a product has been received by a Buyer, the Buyer shall promptly rate the Seller. Once the Buyer has rated the Seller, the Seller shall promptly rate the Buyer. Ratings need to be provided by the Buyer and the Seller in order for the Seller to receive his or her earnings. If the Buyer does not rate the Seller within the designated time frame, Delows will automatically rate the Seller in order to avoid continued delays in payment completion. This automated rating releases the payment to the Seller.

Settlement to Sellers. When ratings by both a Buyer and a Seller are complete, Delows and its designated payment processor will process the payment to Seller. Delows will make commercially reasonable efforts to credit Seller’s earnings balance with Delows within ten (10) business days of receipt of the settled payment proceeds by Delows. Delows shall initiate the transfer of balance earnings to Seller’s bank account upon Seller’s request using Direct Deposit or Instant Pay. Delows may ask for Seller’s User Information to ensure the transfer and purchase is secure, and may retain the earnings until Seller’s User Information has been verified and confirmed. Delows may also hold funds if it receives a notice of fraud, chargeback, invalid account information, court order or governmental request.

For more information on buying and selling please refer to our Help Center.

Orders Received by Delows

All orders placed by you are subject to acceptance by DELOWS and all items are subject to availability.

Acknowledgement of your order means that DELOWS has received your order request; it does not mean that your order has been accepted or shipped, nor that the price or availability of an item has been confirmed. DELOWS may in its discretion require additional verification or information before accepting any order.

DELOWS reserves the right, without prior notice and in its sole discretion, to refuse or cancel any order for any reason. Some situations that may result in your order being canceled may include, but are not limited to: invalid, incomplete, improper, or missing payment or shipping information; limitations on quantities available for purchase; inaccuracies or errors in product or pricing information; use of any robot, spider or other automatic device, software, process or application to place, or take preparatory steps to place, one or more orders; violation of these Terms and Conditions; or actual or suspected fraud or abuse.

DELOWS will verify the availability and price of an item before it is shipped. If an item’s correct price is lower than the stated price, DELOWS will charge the lower amount and ship you the item. If an item’s correct price is higher than the stated price, if the item is no longer available, or if DELOWS determines that there were inaccuracies in the product information, DELOWS may cancel your order and notify you of such cancellation via email.

11. Fees Generally

All final fees associated with a transaction and/or shipping are communicated to the User at the time of transaction. Fees are provided at the time of listing for a Seller, but may change subject to shipping tax, other variable rates or changes made by the Seller. Fees will be subtracted from Seller’s earnings upon transaction completion, and will be provided on the sales receipt. The Buyer is presented with the total amount of the order including fees and taxes, in the order summary prior to checkout. The fees will be included in the payment total. It is the Users responsibility to review the fees prior to accepting the final Sales Contract. Learn more about Delows Fees in our Help Center.

In general, fees occur as follows:

Shipping Fees. The shipping amount is payable by the Buyer or Seller (the party to the transaction is selected at the time of listing) and may vary based on location or if a service like Delows Local is selected. The final fee is communicated at time of transaction. If we are contacted by one of our shipping carriers and/or if Delows is charged for postage due to use of incorrect shipping labels or weight classifications, Delows may remove the amount paid to the carrier on your behalf from your Account balance or invoice you separately.

Sales Fees. Delows charges 10% of the item purchase price as a Sales Fee to the Seller for every completed sale.

Transaction Fees. Sellers are charged Payment Processing Fees which includes a 2.9% rate + a fee of $0.50 for every completed transaction. Delows charges a $2 fee for Direct Deposit withdrawal requests under $10, and a $2 processing fee if a Direct Deposit transfer is rejected by your bank. If you are eligible for Instant Pay to withdraw your balance to a debit card rather than direct deposit, Delows charges a $2 processing fee per Instant Pay transaction.

Cancellation Fees. If a Seller cancels a transaction after the purchase has been initiated but before the transaction is completed, Delows may charge a cancellation fee of 5% of the item price but no more than $25 maximum. This will be subtracted from your balance and/or charged to the credit card on file within 30 days after you receive a notification from us.

Service Fees. The purchase of additional products or services facilitated by Delows or offered outside of Delows will be communicated at the time of the Service Contract and/or usage and accordingly costs may vary. In general this includes services offered such as Delows Authenticate, Delows Local, warranties and delayed payment plans. You may be asked to accept additional terms offered through Delows or a third party to use these services.

Taxes. When you purchase an item, taxes may apply to your purchase (item and/or shipping). Such taxes may vary depending on various factors, including: (i) the price of the item, (ii) the nature and character of the item, (iii) and the delivery location of the item. Applicable taxes will be displayed to Buyers before final commitment to purchase. See Delows’s Sales Tax Policy for additional information.

12. Payments

Delows processes transactions on behalf of the Seller, and Buyer authorizes Seller to submit charges or credits (in the case of refunds/reversals), as applicable, to the Buyer’s Payment Instrument on file. Any payment made in connection with the Service shall be made through Delows using its payments processing providers.

Purchases made by the User’s Payment Instrument through the Service are subject to the terms and conditions between Buyer and the issuer (bank) of the Payment Instrument.

By agreeing to these Terms, you authorize Delows and/or its payment processor to charge or debit your designated Payment Instrument, as applicable, when you make transactions or if you incur additional fees or amounts owed to Delows for the Service(s). All associated fees will be provided on the purchase receipt.

Upon completion of the sale, all Seller earnings, minus payment processing and other fees, will settle in the Sellers account. All fees associated with the sale will be provided on the sales receipt.

Pricing and Payment

The price for all goods will be as quoted on the Services. The prices displayed on the Services are quoted in U.S. dollars. Prices and availability information are subject to change without prior notice. Prices do not include sales tax, where applicable, or delivery costs, both of which you agree to pay upon ordering.

13. Cancellation of a Transaction; Refunds

Cancellation of a transaction is not permitted once the product has been ordered by a Buyer, except as required by applicable law or regulation. However, Delows may allow cancellation of an order if the Buyer does not make a payment or does not pay on time; the Buyer receives an item that is not as described in the listing, is sent the wrong item, or is sent a damaged item; if the Seller does not ship within the expected time frame; or for other reasons Delows deems appropriate.

If a Buyer receives an item that’s damaged, not as described in the listing, or if they are sent the wrong item, the Buyer must report the problem to Delows within 72 hours of receipt of the item, or within such a longer time as required under applicable law. Buyer may use “Contact Us” from the applicable Help Center article or initiate a report directly on their item. The Buyer must NOT rate the Seller if there is an issue. If Delows allows, items may be returned to the Seller for a refund. Items that are hazardous or illegal are not eligible and shall not be returned to the Seller.

Refunds will be issued to the original form of payment, unless a return of the item is not required, the item is not eligible for a return or if a refund is requested after the payment was processed to the Seller. A Delows credit may be issued in lieu of a refund to the original form of payment if the Buyer is no longer eligible for a refund, or payment to Seller has completed. Additionally, refunds under a certain dollar amount may be issued in Delows Credit rather than requiring a shipping return to the Seller at Delows’s discretion.

We do not provide refunds or returns for prohibited items.

Transactions where payment is sent outside of the Delows platform are strictly prohibited by Delows’s Terms and do not qualify for Delows protections or refunds. Listings or profiles soliciting such transactions are subject to removal without notice.

See Delows’s Refunds & Returns Policy for additional information.

14. Redeeming and Using Earnings; Earnings Limitations

After a transaction is complete, the goods have been delivered to the Buyer, and both the Buyer and the Seller have rated the transaction, the Seller may use the earnings balance from the sale to:

• Deposit in their bank account by requesting a Direct Deposit;
• Enroll in Instant Pay and request a direct-to-debit card withdrawal; or
• Use the earnings balance to purchase goods on Delows.

Delows and/or its banks or processors may impose additional limitations on the dollar amount or frequency of bank deposits or use of earnings; these limitations are subject to change without notice. Delows limits Instant Pay to $500 total per month until you meet certain conditions, including completing verification of User Information.

A Seller whose User Information has not been verified and confirmed by Delows may not complete a sale through the Service that would result in an Account earnings balance more than $1,900 (one thousand nine hundred dollars) in any 24 hour period, as calculated by Delows at its discretion. Other account limitations requiring user verification may vary based on state specific requirements, may relate to tax inquiries and/or fraud related issues and may require verification or other documentation before Delows will release earnings. Sellers who successfully verify their identity increase their balance limits and other transactional thresholds on their Delows Account.

15. Transaction Records, Receipts and Customer Service

Receipts may not be issued to Users for payments made or received on the Service, except as required by applicable law or regulation.

Records of your payment transactions through the Service and Delows Account balance transactions will be reflected in your transaction history in your Delows Account. A receipt will also be sent to the email address you provided on your Account. You are responsible for reviewing your payment transaction history to determine if there are any errors or unauthorized transactions, and for immediately alerting Delows via email at contact@Delows.com or by calling the 1-800 number listed on your receipts and Delows Account statements.

It is your obligation to print or save a copy of your transaction history if desired. Please refer to the Electronic Communication for additional information.

In addition to reporting any issues directly to Delows through various contact us options in the Help Center, residents of certain states may have rights regarding concerns or complaints with our payment services. See the Licenses page for more information.

16. No Interest

Delows and its bank do not pay interest to you on earnings or any other funds which are maintained in an Account or otherwise with Delows. You assign to Delows the right to earn interest on earnings or other funds maintained with Delows and its bank, in consideration for your use of the Service.

17. Handling of Credits

A User may earn Delows issued Credits by participating in various campaigns offered through the Service or as otherwise explicitly provided by Delows. “Credits” means credits that can be used solely to purchase eligible products through the Service in accordance with these Terms. The amount of Credits that may be earned and other conditions for earning Credits shall be subject to the applicable Credit campaign rules provided by Delows. To the extent permitted by applicable law or regulation, Delows may change the rules at any time, and may terminate the entire Credits system without any refund or other compensation for existing Credits.

• A User may redeem their Credits to purchase eligible products through the Service at the rate of 1 unit = 1 USD, unless Delows has displayed separate terms of use on the Service, and in which case, such terms shall apply.
• A User will not be able to exchange Credits for cash, property, or any other economic benefits other than for the purchase of eligible products through the Service that are specified by Delows. A User will not be able to transfer Credits to any other User or person. Credits may be refunded in accordance with applicable laws and regulations and displayed by the Service. A User is responsible for any unauthorized use of his or her Credits.
• Credits expire at 11:59 PM Pacific Standard Time 90 days following the date on which the Credits were earned, unless Delows has informed the User of a separate period at or prior to the issuance applicable to particular Credits, then such period shall apply to those Credits. Once expired, Credits will not be reinstated.
• If Delows determines that your usage or earning of Credits violates our Terms or is otherwise inappropriate, Delows may invalidate all the Credits earned by either you or through associated accounts.

18. Handling of Coupons

A User may earn Coupons by participating in various campaigns offered through the Service or as otherwise explicitly provided by Delows. The value that may be earned by using Coupons and/or other conditions of Coupons shall be subject to the applicable campaign rules provided by Delows. To the extent permitted by law or regulation, Delows may change the rules and may terminate the entire Coupons system without any refund or other compensation for existing Coupons and/or Credits earned by using Coupons. “Coupons” means coupons that can be used to earn Credits, and/or to get discounts and/or for other purposes specified in the applicable campaign rules provided by Delows, through the Service in accordance with these Terms.

• A User will not be able to exchange Coupons for cash, property, or any other economic benefits other than for Credits and/or any other benefits through the Service.
• A User will not be able to transfer Coupons to any other User or person.
• Delows will not refund Coupons for any reason whatsoever unless required to do so under applicable laws and regulations. In such a case, the method for refunding the Coupons shall be determined by Delows in accordance with applicable laws and regulations.
• Delows will not refund Coupons for any reason whatsoever unless required to do so under applicable laws and regulations. In such a case, the method for refunding the Coupons shall be determined by Delows in accordance with applicable laws and regulations.
• Coupons expire in accordance with the applicable campaign rules provided by Delows. Once expired, Coupons will not be reinstated.

19. Disputes Between Users

Sellers agree to resolve any disputes directly with the Buyer according to our Terms. In the event that a dispute escalates to Delows, we reserve the right to issue a refund to a Buyer if a transaction is found to be in violation of Delows’s Terms. Items that are eligible for a refund will generally require that the item is returned to the Seller unless the item is considered hazardous, illegal or in violation of other policies.

In the event that a Buyer submits a chargeback or other form of request for payment reversal, Delows will respond to the payment network as the merchant of record on behalf of the Seller involved in the transaction. The Seller agrees to provide any information to Delows within five (5) calendar days of the request. Delows reserves the right to recoup funds associated with Buyer chargebacks/payment reversals or refunds through any permissible legal means.

Returns of prohibited items to Sellers are not allowed. Buyers may be eligible for a refund after the goods have been confirmed destroyed. Sellers will not be reimbursed for prohibited items.

If there is a dispute between Users, or between a User and a third party with regard to the Service, the matter shall be resolved by such Users at their own cost. Delows may participate in the dispute at its discretion. After a transaction is processed, Delows is the final arbiter of disputes between Users and Delows shall not bear any liability related to such disputes. Buyer Accounts may be closed for filing a chargeback without first filing a dispute against the Seller through the Delows Help Center, or for filing false chargebacks.

If you have a dispute with one or more Users, you release Delows and its officers, directors, employees, consultants, affiliates, subsidiaries and agents 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 THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

20. Indemnification; Limitation of Liability

We hope this never happens, but if Delows gets sued because of an action you took using our Service, you agree to indemnify us and assist in defending Delows to the best of your ability. That means you must assist Delows in defending any matter in which you were involved by providing information related to the experience. You must hold us harmless from any legal claim or demand (including reasonable attorney’s fees) that may arise from your actions, your use (or misuse) of our Service, your breach of the Terms, or your Account’s infringement of someone else’s rights.

Liability Limits. To the fullest extent permitted by law, neither Delows, nor our employees or directors shall be liable to you for any lost profits or revenues, or for any consequential, incidental, actual, indirect, special or punitive damages arising out of or in connection with the Service or these Terms. In no event shall Delows’s aggregate liability for any damages exceed the greater of one hundred ($100) U.S. Dollars or the amount you paid Delows in the past twelve months for use of the Service.

Indemnity. You agree that you will be responsible for your use of the Service, and you agree to defend and indemnify Delows from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to, use of, or alleged use of, the Service; (ii) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

Risk of Loss. All purchases through the Services are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon DELOWS’s delivery of such items to the shipping carrier. Except as expressly set forth in these Terms and Conditions, you are responsible for filing any claims with the applicable carrier for damaged and/or lost shipments.

Lost or Stolen Package(s). As noted above, DELOWS is not responsible for any lost or stolen shipments. However, if your package does not arrive, please contact support@delows.com to initiate a claim.

Disclaimer of Warranties. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. DELOWS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

DELOWS IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT INSTRUMENT INFORMATION, INCLUDING, BUT NOT LIMITED TO, WHETHER SUCH INFORMATION IS UP-TO-DATE. DELOWS HAS NO RESPONSIBILITY TO DETERMINE IF YOUR OR ANOTHER USER’S PAYMENT INSTRUMENT IS IN GOOD STANDING OR IF YOU OR ANOTHER USER HAVE AN AVAILABLE BALANCE WITH WHICH TO MAKE A TRANSACTION THROUGH THE SERVICE. YOU MAY INCUR FEES, SUCH AS OVERDRAFT FEES OR OTHER CHARGES AS A RESULT OF SUCH TRANSACTIONS, PER YOUR AGREEMENT WITH YOUR PAYMENT INSTRUMENT ISSUER, OR YOUR REQUESTED TRANSACTION THROUGH THE SERVICE MAY BE UNSUCCESSFUL.

Limitation of Liability. IN NO EVENT WILL DELOWS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DELOWS HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS EXPRESSLY PROVIDED IN THE FOLLOWING PARAGRAPH, YOU AGREE THAT THE AGGREGATE LIABILITY OF DELOWS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (I) THE AMOUNT YOU HAVE PAID TO DELOWS FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM; OR (II) $100.

FOR ALL CLAIMS ARISING OUT OF OR RELATING TO TRANSFERS OF FUNDS FROM YOUR DELOWS ACCOUNT BALANCE, THE SOLE REMEDY AGAINST DELOWS SHALL BE LIMITED TO THE AMOUNT OF THE MONEY TO BE TRANSMITTED PLUS FEES AND CHARGES. IN NO EVENT SHALL DELOWS BE LIABLE FOR DAMAGES FOR DELAY, NON DELIVERY, NONPAYMENT OR UNDERPAYMENT OF A PAYMENT TRANSACTION, WHETHER CAUSED BY AN ACT OR OMISSION OF DELOWS OR OTHERWISE, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW OR REGULATION.

DELOWS SHALL HAVE NO LIABILITY FOR SUSPENDING OR TERMINATING YOUR ACCOUNT, RESTRICTING ACCESS TO YOUR ACCOUNT OR BALANCES IN YOUR ACCOUNT, OR SUSPENDING OR TERMINATING YOUR ACCESS TO THE SERVICE.

DELOWS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT PURCHASES OR SALES, THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS, BANK DIRECT DEPOSIT TRANSFERS, OR THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER DELOWS, ITS PARTNERS, NOR ANY OF ITS OR THEIR THIRD PARTY PROVIDERS OR LICENSORS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF DELOWS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE SERVICES, OR ANY MATERIALS, PAGES, OR CONTENT ACCESSIBLE VIA THE SERVICES, NOR WILL DELOWS, ITS PARTNERS, OR ANY OF ITS OR THEIR THIRD PARTY PROVIDERS OR LICENSORS BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND THEIR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, MATERIALS, OR SERVICES.

Force Majeure. Delows shall have no liability for failure or delay resulting from any condition beyond its reasonable control, including but not limited to governmental action, war or acts of terrorism; acts of nature including earthquakes, fire, flood or other acts of God; pandemics, labor conditions; power failures and/or internet disturbances.

21. Miscellaneous

• These Terms do not create any agency, partnership, joint venture, employment or franchisee relationship between you and Delows.
• The Terms, including the Policies and other documents incorporated by reference herein, supersede any other agreement between you and Delows regarding the Service.
• If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect.
• Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms.
• The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.
• You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms, or any of our rights and obligations under the Terms, at any time without consent.

You guarantee that (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

DELOWS expressly reserves the right to monitor any and all use of the Services. DELOWS also reserves the right to investigate and take legal action against any illegal and/or unauthorized use of the Services and/or Materials. DELOWS decision not to pursue legal action for any violation of this Agreement shall not be construed as a waiver of any provision of this Agreement or any of DELOWS’s legal rights.

These Terms and Conditions constitute the entire agreement between you and DELOWS with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and representations, whether written, oral, or otherwise.

Notice

If Delows determines that there is a need to notify or contact a User, it will do so by sending a text message, email, or letter to the email address or mailing address provided by the User. Alternatively, the notice may be displayed on the App or the website, or by other reasonable means. Delows shall not be liable for any damages incurred due to the fact that Delows’s notice or communication was not received or was delayed.

You may print or download our policies. If you are a California resident, you may also have these Terms sent to you electronically by emailing us a request for these Terms.

Taxes

In general, items purchased by, and shipped to, Buyers in U.S. locations and charges for shipping may be subject to applicable Transaction Taxes (“Taxes”).Taxes are not included in the listed price for any item(s) listed by Sellers; rather Taxes will be separately stated and added to the order total during checkout, if applicable.

Tax amounts may vary based on a few factors such as the nature of the item(s) purchased, the delivery location and the tax rate in effect at the time of the transaction. The tax rate is a combined rate based on the total state and local rates of the location where the item is delivered. Delows will collect Taxes from Buyers on behalf of Sellers where required, specifically in those states that require marketplaces to collect Taxes on behalf of Sellers. The collected Tax amounts will be reported by Delows and remitted to the appropriate taxing authority on behalf of Sellers. Sellers are responsible for any and all Taxes except to the extent Delows chooses or is required to calculate, collect, report and remit such Transaction Taxes according to applicable law.

If you qualify for an exemption from sales tax, Delows will accept valid tax exemption documentation entitling such exemption holders to purchase on Delows without paying sales tax. Refer to our Sales Tax Policy for information on how to submit your tax exemption documentation.

Alternatively, Buyers may be able to receive a credit for sales tax paid to Delows directly from your state. Please consult a tax advisor or your state Department of Revenue as policies differ for each state.

You hereby agree to comply with any and all applicable tax laws and regulations in connection with your use of the Service, including reporting and payment of any taxes arising from a payment transaction or income received through sales made through the Service. For more information see our Sales Tax Policy.

W-9 and 1099-K Reporting

• Delows may request certain information from you to comply with IRS and state reporting requirements, including but not limited to, completing W-9 taxpayer identification forms and submitting 1099-K sales reports when required to facilitate Delows’s Tax obligations at federal and state levels.
• Depending on the information submitted on the W-9 form, we may request additional information related to you, your business, or your previous submissions to Delows. Failure to provide accurate and timely information may result in limitations being placed on your Account. For more Information see our 1099-K Reporting Policy and Disclosure Information.

Governing Law and Jurisdiction

• These Terms shall be governed and construed under the laws of California. Any dispute that arises between you and Delows that may not be subject to arbitration and shall be submitted to the exclusive jurisdiction of the state and federal courts in San Francisco, California.

Complaint Notices

• If you are a California resident, California Civil Code Section 1789.3 allows you to contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consum er Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210, in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

22. Legal Disputes and Use of Arbitration

You and Delows each agree that any and all disputes or claims at law or equity that have arisen or may arise between you and Delows relating in any way to or arising out of this or previous versions of these Terms, your use of or access to the Service, any goods sold, offered, or purchased through the Service, or any payments processed for goods sold, offered or purchased through the Service, SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, rather than through other legal proceedings in court, except that you may assert a claim in small claims court, if it meets the criteria for such. Arbitration is more informal than a lawsuit filed in court. It uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to limited review by courts. You and Delows agree that the Federal Arbitration Act governs the interpretation and enforcement of this Article.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND DELOWS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND DELOWS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

Any controversy or claim between you and DELOWS arising out of or relating to these Terms and Conditions, or breach thereof, including disputes with respect to whether the subject matter of any controversy or claim is within the scope of the Terms and Conditions, will be resolved by binding arbitration in Los Angeles County, Los Angeles under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and administered by the AAA. The parties explicitly disclaim any applicability of the U.N. Convention on Contracts for the International Sale of Goods to these Terms and Conditions. All arbitration proceedings will be conducted in English. Such arbitration will have one (1) neutral arbitrator if the amount in controversy is less than one million dollars ($1,000,000) or otherwise before a panel of three (3) neutral arbitrators. Each of the arbitrators must be i) a lawyer licensed to practice law in the United States with a minimum of fifteen (15) years of legal practice or senior level business experience or a retired judge with a minimum of five (5) years of service on the bench, ii) an individual with at least five (5) years of experience as an arbitrator, and iii) on the roster of neutrals of the AAA or similar nationally recognized ADR organization. If the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, the panel shall be selected using the following process: Within fifteen (15) days after the commencement of arbitration, DELOWS and you shall each select one person meeting the specified qualifications to act as neutral arbitrator, and the two thus selected shall select a third neutral arbitrator meeting the specified qualifications within fifteen (15) days of their appointment. The third neutral arbitrator shall act as the chair of the arbitration panel. If the arbitrators selected by DELOWS and you are unable to or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA.

Neither you nor DELOWS will participate in a class action or class-wide arbitration for any claims covered by these Terms and Conditions. Any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THESE TERMS AND CONDITIONS.

If any part of these Terms and Conditions is found to be unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.

Arbitration Procedures. The assigned independent arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this or any other applicable Terms or Policies, any part thereof, including, but not limited to, any claim that all or any part of these Terms are void or voidable.

All arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable). The AAA’s rules are available at http://www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at http://www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, you must also send a copy of the completed form to Delows at the following address in order to initiate arbitration proceedings: Delows Attn: Legal (request most up-to-date mailing address via email). 

The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users, but is bound by rulings in prior arbitrations involving the same Delows User to the extent required by applicable law or regulation. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Costs of Arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. For claims under $10,000, Delows will reimburse you for all arbitration fees, including the initial filing fee, if you are deemed the prevailing party by the arbitrator.

Severability. With the exception of any of the provisions in this Policy, if an arbitrator or court decides that any part of this policy is invalid or unenforceable, the other parts of this Policy shall still apply. If an arbitrator or court decides that any of the provisions in this Policy (“Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, then the entirety of this section shall be null and void.

Opt-Out Procedure

IF YOU ARE A NEW USER, YOU CAN CHOOSE TO REJECT THIS ARTICLE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE TERMS FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO DELOWS, (request updated mailing address via email). 

Assignment. You may not assign or otherwise transfer these Terms and Conditions or any rights or obligations hereunder, in whole or in part, and any such assignment in violation of this Agreement shall be null and void. The failure of DELOWS to exercise or enforce any right or provision set forth herein shall not constitute a waiver of such right or provision. These Terms and Conditions set forth the entire understanding between you and DELOWS with respect to the subject matter hereof and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and DELOWS with respect to such subject matter.

23. Notice Regarding Apple®

To the extent that you are using our App on an iOS device, you further acknowledge and agree to this section. You acknowledge that these Terms are between you and Delows only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

24. Terms of Use/Terms and Conditions Updates

DELOWS reserves the right, at any time and without notice, to add to, change, update, or modify these Terms and Conditions simply by posting such addition, change, update, or modification on the Services. Any such change, update, or modification will be effective immediately upon posting on the Services. We suggest that you check these Terms and Conditions periodically for changes.

Contact Information

Questions regarding these Terms and Conditions should be directed to:

Attn: Customer Service

DELOWS

Los Angeles

Support@Delows.com

Updated June 20, 2024