Equestrian ClosetTransaction Terms
Last updated: December 21, 2020
1. Notice; Agreement; Applicability
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS THAT MIGHT APPLY TO YOU. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
These Transaction Terms apply to your use of [●WEBSITE DOMAIN NAME●], including any content, functionality, and services offered on or through [●WEBSITE DOMAIN NAME●] (the “Website”) and any offer, purchase, or sale of products through the Website. Any person who uses or engages with the Website is a “user” for purposes of these Transaction Terms.
These Transaction Terms are subject to change by Equestrian Closet, LLC (“Equestrian Closet,” “us,” “we,” or “our”) without prior written notice at any time, in our sole discretion. Any changes to the Transaction Terms will be in effect as of the “Last Updated” date at the top of the page. You should review these Transaction Terms prior to engaging in any transaction or making an offer through this Website. Your continued use of this Website after the “Last Updated” date will constitute your acceptance of and agreement to such changes.
2. What We Provide
The Website is an online platform that connects individual buyers and sellers of new and used consumer equestrian goods, riding apparel, or horse tack (each, a “Product”) and not services. The Website is accessible by users who purchase or browse for Products on the Website (“Buyers”) and users who list and sell Products on the Website (“Sellers”). A Website user may be both a Buyer and a Seller, depending on the circumstances. Equestrian Closet is an online marketplace; we are not an auctioneer, Buyer, Seller, broker, or carrier under any circumstances. The Website only provides pricing, listing assistance, and shipping services, but not buying or selling. The actual contract for sale of a Product is between the Buyer and the Seller. While we reserve the right to monitor and remove a Seller’s listing for a product (a “Listing”), we do not control, guarantee, monitor, or evaluate:
- The content of any Listing;
- The existence, safety, quality, authenticity, legality, or ownership of Products contained in Listings or otherwise offered through the Website;
- The ability of Sellers to sell or ship Products through the Website;
- The ability of Buyers to pay for Products purchased through the Website or accept receipt of such Products; or
- That any Buyer and Seller will be able to complete a transaction, effect delivery, or return a Product through the Website.
3. Our Modifications to Website & Listings
4. Listing Restrictions & Certain Seller Responsibilities
You assume full responsibility for the Product offered and the accuracy and content of the Listing. You must have the right to sell the Products that you offer on the Website. You must clearly describe the Product associated with a Listing and all terms of sale in your listing truthfully, accurately, and completely in the Listing.
You may not create a Listing offering a Product for sale for a price in excess of $10,000 USD in total (but not including shipping or taxes). You may not offer to accept installment payments from the Buyer, finance or loan any portion of the Buyer’s purchase price, or accept any consideration other than payment through the Website’s authorized methods for any Product or through any Listing.
- You may not create or generate:
- duplicate Listings for the same Product or the exact same type of Product, unless multiple Products of the same type are in a materially different condition;
- sham Listings or Listings directing Buyers to another Seller or Listing;
- Listings that deceive or mislead the user with respect to the Product or price of the Product;
- You acknowledge and agree that:
- your Listing may not be immediately available or discoverable immediately (certain listings may take hours or days to appear on the Website).
- we can’t guarantee the duration of your Listing or the consistency with which it appears in connection with certain searches or suggestions. Search results may vary based on any number of factors, including certain characteristics of the Buyer, Seller, Listing, or Product.
5. Acceptable Products
You also agree not to set up a Listing or otherwise use the Website or User Contributions (as that term is defined in the Terms of Service) to offer or sell:
- products or items other than Products;
- any services whatsoever;
- items or Products that are illicit, prohibited, regulated, restricted, or infringing in any jurisdiction, whether under law, ordinance, regulation, or otherwise, including, but not limited to, controlled substances, medications, narcotics, or weapons of any type; or
- items or Products that are dangerous, defective, or otherwise harmful or offensive.
6. Other User Responsibilities & Conditions
You agree to the following:
- As Buyer, you must read the full descriptions and terms in the Listing before buying a Product.
- When a Buyer commits to buy a Product and the Seller accepts the Buyer’s offer, both parties are entering into a legally binding contract.
- We do not transfer legal ownership of any Products between Buyer and Seller.
- Texas Business & Commerce Code § 2.401(b) (or, if found to be inapplicable, Uniform Commercial Code § 2-401(2)) applies to the transfer of ownership of any Product, unless the Buyer and Seller agree otherwise.
- We provide a marketplace and have no involvement in any transaction between Buyers and Sellers. At no point do we obtain title to the Products offered, sold, or purchased through the Website. We do not act as a Buyer, Seller, or either party’s broker or agent in any transaction proposed or consummated on the Website. Any additional terms agreed to by the Buyer and Seller must be consistent with the Transaction Terms.
7. Transaction Risks & Other Risks of Use
You acknowledge that there are risks associated with dealing or communicating with other users on the Website, including the possibility that another user may be acting under false pretenses or with an intent to deceive. You agree to assume all risks associated with dealing or communicating with other users on the Website and agree that all risks are borne by you and not Equestrian Closet. You acknowledge that we don’t make any representation or warranties of any kind or nature related to any user, whether Buyer, Seller, or otherwise, that you may encounter or contract with through the Website, including any characteristics related to trustworthiness, creditworthiness, business acumen, financial standing, or otherwise. If you interact with other users, you should evaluate them carefully. We can’t guarantee the ability or intent of users to fulfill their obligations, whether as Buyer or Seller.
8. Our Fees & Payment
It’s free to list a Product on Equestrian Closet. After the Product sells, we deduct a fee from the final total purchase price before remitting the balance to the Seller. The fee for all sales is 20% of the final total purchase. We may update our fee structure from time to time without notice; you are responsible for reviewing the updated Fee Schedule before you initiate a listing. We may collect fees from the Buyer or Seller or withhold fees from Seller’s proceeds of any transaction. You agree to pay all fees charged by us or on the Website, regardless of whether your account has been suspended, terminated, is otherwise unavailable. You acknowledge that for transactions through the website, our fees become due and payable when we provide the Seller with a shipping label for the product. In addition to any other remedies for breach, you also owe fees on any sale of Product assisted or consummated by any use of the Website or any Listing in violation of Section 4(a)(iv) regardless of whether we provided shipping labels, a Listing, or other transaction or payment services. You must pay the fees referenced in the previous sentence on the earliest of the off-Website seller’s receipt of any consideration or the off-Website buyer’s receipt of title to or possession of the Product.
Once the Buyer confirms it has received the Product from the sale, we’ll credit the Seller’s Website account with the proceeds of the sale, net of any deductions for fees and taxes. We will then remit payment of that balance to the Seller via ACH transfer on the 1st or the 15th of the month, whichever occurs first after Buyer’s confirmation of receipt of the Product.
9. Third-Party Payment Providers
10. Taxes & Shipping
Once the Buyer pays for the product, the Website will provide a prepaid shipping label. We make no warranties as to how long it will take us to get a specific shipping label to a Seller, but we work to send shipping labels out quickly. We reserve the right to charge an additional shipping cost, which may or may not be reflected in the estimated purchase price, for especially heavy, large, or bulky items. Products purchased on the Website and shipped to Buyers may be subject to applicable state or local sales or use tax or similar transaction taxes. Tax may not be included in the Listing’s posted price. We may estimate those costs as a courtesy to you, but those estimates may not be accurate or reflect the actual amount of taxes payable. We reserve the right to collect taxes that we are required by law to collect as a marketplace, but unless we collect taxes at checkout, we bear no responsibility for collecting or paying taxes associated with the sale of the Product. Buyer and/or Seller are responsible for paying applicable taxes associated with the purchase and sale of a Product. Note that Buyer and/or Seller may be required by law to declare, pay, or collect taxes on Product purchases and sales. Any estimates we provide are for convenience; if you need help calculating your tax liabilities and reporting obligations, please consult with a tax professional.
- YOU MUST MAKE YOUR OWN INDEPENDENT DETERMINATION REGARDING THE LISTING, PRODUCT, USER CONTRIBUTIONS, OR OTHER COMMUNICATIONS, REPRESENTATIONS, OR INFORMATION PROVIDED BY ANOTHER USER, INCLUDING, BUT NOT LIMITED TO, A DETERMINATION THAT THE OTHER USER IS ABLE TO COMPLETE THE TRANSACTION AND FULFILL ITS OBLIGATIONS TO YOU.
- YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED OR OFFERED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND FROM US, EITHER EXPRESS OR IMPLIED. YOU ACKNOWLEDGE THAT NEITHER EQUESTRIAN CLOSET NOR ANY PERSON ASSOCIATED WITH EQUESTRIAN CLOSET MAKES (NOR ARE YOU RELYING ON) ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE, OR ANY PRODUCTS, LISTINGS, OFFERS, OR INFORMATION ON THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER EQUESTRIAN CLOSET NOR ANYONE ASSOCIATED WITH EQUESTRIAN CLOSET REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, ANY LISTING, OR ANY SERVICES OR PRODUCTS OBTAINED OR OFFERED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, UNINTERRUPTED, SAFE, OF A CERTAIN QUALITY, OR AS DESCRIBED, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
- TO THE FULLEST EXTENT PROVIDED BY LAW, EQUESTRIAN CLOSET AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY:
- WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE; AND
- IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
12. Release; Indemnification; Limitation of Liability
- Because we are not involved in the underlying transactions between users, if a dispute arises between you and one or more users, you, on your own behalf and on behalf of your successors and assigns, agree to release, acquit, and discharge Equestrian Closet and its affiliates, and each of their agents, members, managers, employees, officers, and contractors, (“Equestrian Closet Parties”) from all claims, demands, suits, controversies, disputes, damages, rights, or obligations of any kind whatsoever, at common law, under contract, statute, or otherwise, whether known or unknown (“Claims”) arising out of or in any way connected with such disputes. In entering this release, to the extent a waiver is permitted by applicable law, you expressly waive any protections, whether statutory or otherwise, that would otherwise limit the coverage of this Section to include only those claims that you may know or suspect to existing your favor at the time of agreeing to this release.
- If, despite the other terms of this Section, we are ultimately found to be liable to you, you agree that:
- our sole and maximum liability to you is limited in all circumstances to the greater of the amount of fees in dispute that you paid to us in the 12 month-period prior to our action that gave rise to liability or $100.
13. Applicability of Sections 11 and 12
- Some jurisdictions, such as New Jersey, do not allow certain disclaimers, exclusions of certain warranties, indemnification commitments, or certain attempts to limit liability. Accordingly, the terms of Section 11. Disclaimers and Section 12. Release; Indemnification; Limitation of Liability do not affect any warranties or liabilities that cannot be excluded, disclaimed, or limited in any circumstance under applicable law or impose any limitations or indemnification obligations that cannot be imposed in any circumstances under applicable law. However, if any portion of Sections 11 and 12 are found to be invalid or limited under applicable law, the other provisions of these Sections 11 and 12 shall not be affected.
14. Disputes with Other Users
We encourage users to resolve their disputes with each other independently. However, we reserve the right to intervene and take such action as we deem necessary based on the information available to us, including the history of each user and the facts and circumstances. If you are unable to resolve a dispute with another user, please email us at: [firstname.lastname@example.org]. We will endeavor to respond quickly to requests for assistance, but we can’t make any guarantees about timing or results.
15. Resolution of Disputes with Us; Waiver of Jury Trial; Agreement to Arbitration
- PLEASE READ THIS SECTION CAREFULLY. YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
- Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and us arising from or relating in any way to the Website, Products offered on the Website, any transaction or communication on the Website, or your relationship with us will be resolved exclusively and finally by binding arbitration. The arbitration will be administered by the American Arbitration Association in accordance with the Consumer Arbitration Rules then in effect.
- You agree to an arbitration on an individual basis. In any dispute, neither you nor we will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any claim as a class representative, class member, or in a private attorney general capacity.
- You have the right to opt out of this agreement to arbitrate on an individual basis by providing written notice of your intention to do so within 60 days of your initial agreement to these Transaction Terms.
16. Governing Law & Jurisdiction
- All matters relating to the Website, these Transaction Terms, Products offered on the Website, any transaction, Listing, or communication on the Website, your relationship with us, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).
- In the event the terms of Section 14. Disputes with Others do not apply, any legal suit, action, or proceeding arising out of, or related to the Website, these Transaction Terms, Products offered on the Website, any transaction, Listing, or communication on the Website, your relationship with us, and any dispute or claim arising therefrom or related thereto shall be instituted exclusively in the federal courts of the United States or the state courts of the State of Texas, in each case located in Tarrant County, although we retain the right to bring any suit, action, or proceeding against you for breach of these Transaction Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
17. Waiver and Severability
- No waiver by Equestrian Closet of any term or condition set out in these Transaction Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of a party to assert a right or provision under these Transaction Terms shall not constitute a waiver of such right or provision.
- If any provision of these Transaction Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Transaction Terms will continue in full force and effect.
18. Successors & Assigns; Assignment
These Transaction Terms shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns. Neither party may assign any of its rights under these Transaction Terms without the prior written consent of the other party; provided, however, that we may assign any of our rights to our affiliate, or in connection with a sale of Equestrian Closet assets or equity, regardless of whether such sale results in a change of control or the sale of all or substantially all the assets of Equestrian Closet.
These Transaction Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of these Transaction Terms delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of these Transaction Terms.
20. Relationship of the Parties; Third Party Beneficiaries
Nothing herein shall be construed to create a joint venture or partnership between the parties hereto or an employee/employer relationship. Except as provided by Section 11. Disclaimers and Section 12. Release; Indemnification; Limitation of Liability, these Transaction Terms are for the sole benefit of the parties hereto and their respective successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Transaction Terms.
21. Force Majeure
We will not be liable or responsible to you, nor deemed to have defaulted under these Transaction Terms, for any failure or delay in fulfilling or performing any term of these Transaction Terms, when and to the extent such failure or delay is caused by or results from acts beyond our reasonable control, including:
- Acts of God;
- Flood, fire, earthquake, pandemic, sickness, explosion, or other similar disasters;
- War, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest;
- Government order or law;
- Actions, embargoes, blockades in effect on or after the date of these Transaction Terms;
- Action by any governmental authority;
- National or regional emergencies; or
- Strikes, labor stoppages, or slowdowns.
We promise to give you notice within a reasonable amount of time of the event listed above, which will state the period of time the occurrence is expected to continue. We promise to take commercially reasonable steps to end the failure or delay and ensure the effects of such event are minimized.
22. Entire Agreement