Deadstock LLC Terms And Conditions of Use
Last Updated: August 30th, 2021
The following Terms and Conditions of Use (“Terms”) govern your access to, and use of, the website at http://deadstock.co (“Site”) and other digital products and services (the “Services”). The Site is operated by Deadstock LLC of 25978 Business Center Drive, Redlands, CA 92374 (“Deadstock”, “we”, “us”, or “our”) and is a mobile affiliate program application (the “App”) that allows users to buy, sell, and trade sneakers, streetwear, and accessories (the “affiliate program”). These Terms, and all other terms, policies, and requirements posted on our websites, described in detail the terms and conditions on which we provide our Services via our App and the Site – whether signed in as a guest or as a registered user.
In these Terms, “users” refer to the individual(s) utilizing our Services, either on behalf of an individual or a business entity, by way of any electronic agent accessing our Site and/or our Services. The user’s usage of the App, Site, and Services are subject to these Terms and, by using them, the user agrees to be bound by them. As these Terms create a legal contract between the user and us please be sure to read them carefully. If you do not agree to be bound and abide by these Terms, you should not use the Services.
For all purposes of these Terms, the English version contained herein and after shall be considered the original binding agreement between the user and us and shall prevail and control in any event of conflict-related to the translation of the Terms into any other language.
These Terms contain provisions that govern how claims between the user and Deadstock are resolved (see below for Section 14, entitled “Disputes with Deadstock”). These terms include an obligation to arbitrate certain claims through binding and final arbitration, unless a user opts out of the arbitration when registering for an account with us, and waiver of any right to participate in a class action. As set forth in the Country-Specific Terms, the provisions regarding arbitration will not apply in certain countries.
1. Changes to Terms and Policies.
Deadstock reserves the right to change these Terms (including the FAQs or any policies or other rules incorporated herein) at any time upon our sole discretion. In the event that changes to the Terms are made, notice may be given to users on our App as well as our Site, although provided notice is not guaranteed. We may also notify users by email and/or by other means of communication. If changes are made, they will take effect immediately unless otherwise specified. As such, users should reference these Terms often to stay current and updated on any/all changes made that may affect their use of our Services. The posted version of these Terms on any given date of visit will be applicable to users’ access and use of our Services on that date.
Please note: Users’ continued use of our App, Site, and/or Services after changes to the Terms are made constitutes users’ acceptance of said changes. Users are at liberty to cancel their account and not use any portion of our Services at any time if they do not agree with any changes made to the Terms. Deadstock also reserves the right to terminate these Terms at any time, as well as to refuse, restrict, or discontinue access to or use of our Services to any user or entity at any time, without notice or liability, if they are found to be in breach or violation of the Terms.
2. About Deadstock Live Affiliate Program.
The Deadstock App, Site, and Services are intended only for users 18 years and older. By using our Services, users confirm meeting this minimum age requirement and represent and warrant that they are of legal age to form a binding contract with Deadstock.
Third-party affiliates can list and sell their products utilizing the affiliate program with our App, as well as with our Site and Services. To buy and sell items using the affiliate program, users must create an account. Users can deactivate or delete their accounts at any time by contacting Deadstock support live chat or by email to [email protected]
- Matching: Buyers may place ‘Bids’, and affiliates may place ‘Asks’ on the affiliate program for specific items. When affiliates use the affiliate program to list an item for a fixed or minimum price, they are making a binding offer to sell this item at the fixed or minimum price set. When buyers use the affiliate program to place a bid offering a fixed or maximum price for an item, they are making a binding offer to purchase this item at the fixed or maximum price set.
- Buy: Affiliates may also utilize the ‘Buy’ function, which will attempt to automatically match a buyer with a affiliates at the lowest possible ask price, for which the item will be purchased once the buyer selects the ‘Buy Now’ option and the transaction is successfully completed.
- Sell: Affiliates may utilize the “Sell” function, which will attempt to automatically match an affiliate with a buyer at the highest possible bid, for which the item will be sold once the affiliate selects the ‘Sell’ option and the transaction is successfully completed.
In these scenarios, the transaction is completed between buyer and affiliate subject to the condition that the product’s authenticity is approved by Deadstock.
More details about the affiliate program process and rules can be found on our FAQs, which are updated periodically. It should be noted that although we act as the mobile platform to facilitate transactions carried out between buyers and affiliates on the affiliate program, we are neither the buyer nor the affiliate of any/all items or other products or otherwise a party to any transactions. With the affiliate program, we provide an interactive platform for buyers and affiliates to negotiate and carry out transactions. All contracts created in connection with any sale of third-party products are solely between the buyer and affiliate and do not involve or bind Deadstock in any way. We do not set prices for any items, although we may provide historical pricing data to buyers and affiliates. Likewise, we are not an auctioneer for any sales transactions and we act solely as a commercial agent to conclude sales on behalf of buyers and affiliates.
Item valuations displayed through our Services are estimates only. Please note prices set may be higher than the retail value of certain products, as affiliates decide and set their own prices. Deadstock does not guarantee that any item will sell. We also reserve the right to investigate any complaints and violations of these Terms and, to the extent permitted by law, we reserve the right to take any actions we deem appropriate, which can include suspending an account as well as charging your payment method for any costs incurred as a result of the violation.
Our Services are accessible to certain international affiliates and buyers. Deadstock may make certain functions and tools available to international affiliates and buyers, such as estimated local currency conversion and integrated international shipping, customs, and tax tools. Affiliates and buyers shall be responsible for complying with all laws and regulations that are applicable to the international sale, purchase, and shipment of items.
3. Accounts, Passwords, and Security.
To utilize the Services provided on the Deadstock App or Site, such as offering items for sale or making bids to purchase items, users must create an account using an email address and password, as well as provide a valid credit card or other approved payment method on file. By setting up an account and providing an approved payment method, users agree that they are authorized to initiate payments using such information and that we may charge their credit card or other payment methods for amounts owed for the usage of Services, as well as any costs and/or losses resulting from their violation of these Terms. Users must provide accurate, verifiable information and an authorized payment method when registering for an account with us and cannot use false information or an unauthorized payment method. Users agree to keep their account and payment information accurate, complete, and current.
Users are solely responsible for maintaining the confidentiality of their own account and password and thus assume responsibility for any/all activity conducted under their account. Users must notify Deadstock immediately upon discovering any unauthorized activity or a possible breach of security on their account, although we are not liable for any losses incurred as a result of any unauthorized activity or breach of security.
4. Fees, Taxes, and Promotional/Discount Codes.
Any fees for use of our Services, including but not limited to applicable shipping fees, are outlined in more detail in our FAQs.
Promotional Codes and Discounts
In the event of promotional campaigns, we may furnish promo codes to be used towards discounts on qualifying purchases on the Deadstock App and Site. These promo codes may be provided to our registered users via email, social media, on our Site, or through other means of advertisement. All promotions are subject to their own applicable terms and conditions.
5. Counterfeits, Fraud, and Market Manipulation.
Deadstock takes the matters of counterfeiting, fraud, and market manipulation very seriously and enforces strict policies regarding them. In the event that an affiliate attempts to defraud Deadstock or any buyer with a counterfeit item or by other means, we reserve the right to carry out any or all of the following actions entirely per our discretion: (a) remove any or all of the affiliates posted listings; (b) cancel any or all of the affiliates pending orders; (c) withhold any payments due to the affiliate; (d) restrict the affiliates buying and selling privileges; (e) charge the affiliates payment method for any/all costs, fees, and other expenses incurred by Deadstock as a result of the affiliates action or inaction.
Charges and expenses that may be imposed in connection with counterfeit items include, but are not limited to, charging the affiliate for the costs of any replacement items, the value of gift certificates or discount coupons provided by Deadstock as compensation to the buyer, reprinting fees, rerouting charges made to Deadstock from carriers, the refund amount(s) to the buyer, and a service fee of a minimum of $15.00 USD, or an amount up to 15% of the transaction amount as determined entirely at Deadstock’s discretion. Deadstock will determine if the counterfeit item will be shipped back to the affiliate at his/her expense, destroyed, or if deemed necessary, provided to law enforcement for further investigation. In the event that we provide the counterfeit item to law enforcement, the affiliate understands and agrees that their communications and any property claim of that item must be conducted with that law enforcement agency and not with Deadstock. We reserve the right to charge the user’s credit card or approved payment method an additional service fee of up to $1,000 to cover the costs of investigation fees and other expenses incurred as a result of the fraudulent activity. Additionally, we reserve the right to suspend any affiliates account either temporarily or permanently for any attempts to defraud Deadstock and/or any buyer.
By agreeing to these Terms, affiliates hereby agree that each of the aforementioned actions is justified upon our discovery of counterfeit items or other fraudulent actions, including cases in which the affiliate was unaware the items or actions were counterfeit or fraudulent (i.e., negligent fraud).
Deadstock also uses fraud protection measures, including the use of artificial intelligence (AI) and an advanced blockchain system using near field communication (NFC) tags to monitor for fraud in our authentication process, which may result in cancellation of posted listings or pending sales, or account suspension. Please contact us at Help/Contact Us. if this should occur in error. In cases of high-value transactions, Deadstock may require additional information from you for identity verification.
If a buyer receives an item that may be counterfeit, Deadstock will initiate an investigation into the item, provided that the buyer notifies us within 3 days of receiving the item in question. The buyer must cooperate with us throughout the investigation including providing photographs or additional evidence of the item, delivering the item back to us, providing the item to law enforcement, or destroying the item per our instruction – for which proof of destruction must be provided to us. Deadstock will refund the buyer in full for all fees and costs paid for the item, including shipping and handling fees. Buyers are not permitted to resell any items that are reasonably believed to be counterfeit.
Deadstock may take steps to monitor and protect the integrity of the Deadstock affiliate program as deemed necessary at its sole discretion – such as, if we are given reason to doubt the legitimacy of an account (e.g., false or “dummy” accounts), or if believe an affiliate or buyer is engaging in fraudulent activity or market manipulation of any kind including creating or presenting false or misleading information related to products, pricing, or demand for products within the affiliate program. In such cases, the aforementioned actions will be carried out to remedy the situation in question.
6. Authentication; Shipping and Handling.
When selling an item using our Services, the Affiliate will ship the item to Deadstock to be inspected by our in-house authenticators to confirm its authenticity and meeting of our condition standards. If we determine the item is authentic and meets our condition standards, we will ship the item to the buyer. If we cannot reasonably confirm the authenticity of the item, or if we determine the item is not authentic or does not meet our condition standards, we will notify the Affiliate that the item has not passed our authentication process, and the item will not be posted for Sale on DeadStock’s Website. Please note, we reserve the right to reject any item for any reason, including but not limited to, such item not passing authentication, not meeting our condition standards, or if it is damaged or defected in any way.
Affiliates are required to ship items to DeadStock prior to working with DeadStock to post such items online for sale. As we cannot control how long it takes an item to reach Deadstock, we cannot guarantee how long it will take for DeadStock to allow an Affiliate to start posing their products online. Upon receiving the item from the Affiliate, the process for authentication of the item takes 1-2 business days. Once a product is sold on DeadStock’s Website, the buyer will receive a notification within 24 to 48 hours, confirming authenticated product was shipped. In the event that a buyer does not receive an item, they must notify Deadstock within 2 business days of the latest estimated delivery date. Deadstock is unable to offer returns or exchanges for any sales except for issues listed in section 1A of the Refunds & Returns Policy. Once an item has been authenticated, delivered, and the 3-day return window has expired, the sale is considered final. In the event that a buyer does not accept delivery of a package sent to their address on file within 30 days of delivery, the item will be determined abandoned, in which case Deadstock may invoice the buyer or Affiliate for any expenses incurred due to refusal of delivery.
7. Affiliates Obligations.
An Affiliate sells an item, to DeadStock, for sale, is making a binding offer, with DeadStock, to sell that item to the buyer whose “Bid” offer DeadStock accepts and DeadStock ships. Affiliates must ship items to DeadStock for authentication before a sale is made online. When a buyer’s bid is accepted and they have officially purchased the item, DeadStock is contractually bound to deliver that exact item for the agreed-upon price and will pay out the commissions based on the agreed-upon sale amount with the Buyer.
Items must be shipped using the shipping carrier designated by Deadstock, using the prepaid/pre-addressed shipping label provided. All items must be shipped from the country listed in the Affiliate’s address on file. Once an Affiliate accepts a Bid offer for their item and the payment transaction from the buyer has been completed, Deadstock will then ship out the item from DeadStock’s Warehouse.
We also reserve the right to either temporarily or permanently suspend the Affiliate’s account, should Affiliate ship unacceptable or fake merchandise to DeadStock.
Affiliates are responsible for ensuring that items listed match the image on the product listing page exactly and meet the applicable Condition Standard. If it is determined, either by Deadstock or by the buyer, that the item listed does not match the description or is determined to be counterfeit, we will charge the Affiliate payment method a service fee of a minimum of $15.00 USD or an amount up to 15% of the transaction amount, as determined entirely at Deadstock’s discretion, plus additional amounts. We may also charge the Affiliate for the costs of any replacement items, the value of gift certificates or discount coupons provided by Deadstock, as compensation to the buyer, reprinting fees, rerouting charges made to Deadstock from carriers, the refund amount(s) to the buyer.
We are under no obligation to return items to an Affiliate, that do not conform to the description or is determined to be counterfeit, in which case we may turn those items over to the proper authorities at the Affiliate’s expense. Upon completion of a sale, when the buyer receives the purchased item, we will pay the Affiliate, within a reasonable time frame. Users can refer to the window where your ‘List Price’ is entered to reference the applicable fees for sales transactions, as well as by an email notification when a ‘List Price’ goes live or is updated, as well as when a sale takes place.
Deadstock is acting solely as an arbitrator between Affiliates and buyers within sales transactions. Aside from the provided Services detailed in section 2 of these Terms, Deadstock does not assume any liability for whether purchase agreements are properly carried out between both parties via the platform. All parties must comply with all laws and regulations applicable to the buying and selling of products on DeadStock’s website.
8. Buyer Obligations.
To purchase an item, a buyer may place a “Bid” on an item listed for sale via our App, Site, and/or Services. When a buyer places a “Bid” on an item for sale, it constitutes the buyer’s commitment to purchase the item and complete the transaction should the “Bid” be accepted by the affiliate. If the “Bid” is accepted, the buyer is obligated to purchase the item for the agreed-upon purchase price he/she set for their “Bid”.The buyer understands and agrees that their payment method will be charged the amount of the agreed-upon purchase price for the item.
All buyers must have both a verified billing address and shipping address within a country that is supported by our Services in order to be eligible buyer. For a full list of countries supported by our Services please reference our Available Countries in our FAQs, which will be updated on occasion as necessary. Buyers with a registered address located outside of the United States will be solely responsible for any customs, duties, taxes, international shipping charges, and other related fees for receiving their package, compliance with all customs requirements on import, and/or arranging for their own package pick-up. Additionally, when buyers with a registered place address outside of the United States place an order, they are authorizing us to appoint an agent to file the customs declaration on their behalf.
Generally, our process entails charging the buyer’s payment method upon purchase end, then paying the affiliate once the transaction is complete. Buyers will not receive any interest on the purchase amount while the transaction is being fulfilled and may be required to pay certain fees which are all described upon placing a ‘Bid’. In the event that a payment is rejected or fails to process for any reason, we reserve the right to do any or all of the following entirely at our discretion: (a) charge the buyer’s payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount as a service fee, as determined entirely at Deadstock’s discretion; (b) remove any or all of the buyer’s posted listings; (c) cancel any or all of the buyer’s pending orders; (d) withhold any payments due to the affiliate; (e) restrict the buyer’s buying and selling privileges; (f) charge the buyer’s payment method for any/all costs, fees, or other expenses incurred by Deadstock as a result of the buyer’s action or inaction, and (g) temporarily or permanently suspend the buyer’s account.
Once an item is authenticated and delivered, all sales are considered FINAL. No refund requests will be honored regardless of the current value of the item. If there is a problem with an item received, buyers must contact Deadstock within 3 days of receiving the item at Help/Contact Us providing a detailed description of the problem. Under all circumstances, including any damage made while in transit, ALL verification tags attached to the item must still be attached in order to be considered eligible for a return or exchange.
9. Limitations and Restrictions.
Deadstock does not guarantee that any items will sell and, as such, no compensation for any unsold items via our Services will be provided. We do not guarantee any amount of time for a listing to appear in our Services after being posted and we are not responsible for any delay of listings or unsold items resulting from such. Deadstock periodically conducts both scheduled maintenance and unscheduled emergency maintenance to our Services during which our Services may be temporarily unavailable during these periods of time.
Users of our Services are not permitted to do any of the following:
- Utilize our Services to contact any other users to solicit sales outside of Deadstock
- Utilize our Services if you are under 18 years old, are not able to form legally binding contracts, and/or are temporarily suspended or have been permanently suspended from use of our Services
- Engage in inappropriate, offensive, or abusive behavior or treatment of other users of our Services or towards any Deadstock employee
- Impersonate another person or create a false identity for the purposes of misleading others or otherwise misrepresenting yourself and/or your affiliation with another person or entity
- Upload or transmit any information, data, message, text, images, software, or other content that is offensive, harmful, threatening, abusive, harassing, vulgar, obscene, unlawful, or otherwise objectionable and which may invade others’ right of privacy
- Upload or transmit any material(s) of which they do not have the right to use, display, reproduce, and/or transmit under any law or contractual or fiduciary relationship (i.e., nondisclosure agreements)
- Upload or transmit any material(s) that infringes any trademark, service mark, copyright, patent, trade secret, or other proprietary rights of Deadstock or any other party
- Upload or transmit any unsolicited material such as advertisements, promotional materials, junk mail, spam, or any other form of solicitation, either commercial or otherwise
- Upload or transmit any files that contain viruses, corrupted files, cancel-bots, Trojan horses, time bombs, worms, or any other similar programs or software or that can potentially damage the operation of others’ computer or other property
- Collect information about others using our Services, including names, e-mail addresses, and any other personal or contact information
- Use any robot, scraper, spider, or other manual or automated means to access our Services and/or copy any information thereon under any circumstances without our express written consent
- Attempt any unauthorized access to our Services, including computer systems, software, or networks
- Delete or revise any material(s) posted by another user, person, or entity
- Delete any legal notices, proprietary labels or designations, and/or author attributions for any uploaded materials to any communication feature on the Services
- Use or emulate Deadstock’s trademarks without written consent
- Commercialize any of Deadstock’s Services without written consent
- Use any modified versions of Deadstock’s Services, under any circumstances, without the written consent of Deadstock
- Use any of Deadstock’s Services or communication features for any reason or in any manner that adversely affects its resources and its availability to other users
- Register, subscribe, unsubscribe, or attempt to do any of the aforementioned actions for any party or user of any Services if not expressly authorized to do so
- Violate any applicable law (i.e., local, state, national, and/or international law)
- Copy, reproduce, modify, reverse engineer, disassemble, decompile, or otherwise attempt to create derivative works from, drive source code from, distribute, or publicly display any content or software from our Services, aside from your information, without the prior written consent of Deadstock and the applicable third party, except to the extent permitted by law (including the Copyright Act 1968 for within the United States)
- Scan, probe, breach, and/or test the vulnerability of the authentication measures of our Services or any related networks or systems
- Bypass any measures we may use to prevent or restrict access to our Services, including our robot exclusion headers, robots.txt rules, and/or any other measures
- Take any action that may impose what Deadstock solely determines to be an unreasonably large load on our infrastructure, or that otherwise interferes with the functioning of our Services
- Take any action that Deadstock determines to be misuse of our Services that may adversely affect our affiliate program
10. User Content.
When users provide us with any text, images, photos, graphics, or other content (collectively referred to hereinafter as “User Content”), they are granting us a non-exclusive, transferrable, irrevocable, perpetual, fully-paid, royalty-free, sub-licensable, assignable license and right to use, distribute, reproduce, publicly display and perform, create derivative works, make, or deliver digital audio transmissions, encode and transcode, publish – online, through our Services, the App, on our Site or any other website(s), make, sell, offer for sale, commercialize, or import any portion of User Content in any context or manner, by means of any and all media currently known or to be developed hereinafter on any device(s) without limitation. Users also hereby waive the right to claim or identify as the author of User Content or to object to our use of User Content. In the event that Deadstock does elect to attribute a user with User Content, users hereby permit us to use their name and/or username, images, photos, and/or likeness with respect to such attribution, as well as waive all claims of rights, such as privacy or publicity rights, in regard to use of their name and/or username, image(s), photo(s), and likeness. Users hereby agree to waive all claims of moral rights that are associated with being the author of User Content and consent to Deadstock carrying out any acts that may otherwise be conceived as infringing upon such moral rights. Additionally, users hereby waive the right to inspect or grant approval of finished products in the form of photographs, videos, website, audio tracks, advertisement copy, or print that may be used, either now or eventually, in any media or other avenues. The aforementioned rights granted by users of our Services are irrevocable throughout the entire period in which your intellectual property rights associated with such User Content are protected.
Users hereby understand and agree that Deadstock:
- Is not under any obligation of attribution, confidentiality, or otherwise, and thus will not be held liable for any usage or disclosure of User Content
- Is not under any obligation to display, post, or otherwise use any User Content
- Is not under any obligation to provide compensation for the use or display of any User Content, even in the event that Deadstock receives compensation therefrom
- Reserves the right, although is not under any obligation, to monitor the User Content that users and/or third parties post, as well as to alter or remove any posted User Content
- Reserves the right to disclose User Content and the reason(s) for its transferal to any third party for the purposes of operating the Services, protecting Deadstock and third parties, and abiding by legal obligations
Users hereby agree that they are prohibited from posting any offensive, obscene, defamatory, derogatory, pornographic, and/or other material(s) that are in violation of any laws. Users will be solely liable for their own User Content and any such consequences that may result from posting or publishing it.
Users hereby agree that they are responsible for warranting that any information provided to us, other users, and visitors that includes but is not limited to User Content:
- Is not false or inaccurate, misleading, obscene, or defamatory
- Is valid and not fraudulent in any way
- Does not involve the sale or display of counterfeit and/or stolen items
- Does not infringe on any copyright, trademark, trade secret, patent, privacy or publicity rights, or other right of Deadstock or any third party
- Is that of the user’s and that he/she possesses the necessary rights, consents, licenses, and permissions to permit the rights and licenses to Deadstock under all copyright, trademark, trade secret, patent, proprietary and/or intellectual property rights
- Does not violate any law, statute, ordinance, or regulations, which includes but is not limited to those that govern consumer protection, unfair competition, false advertising, and/or anti-discrimination
- Does not contain any viruses, malware, or other programming designed to disrupt, damage, interfere with, and/or gain unauthorized access to our Services to intercept any data, personal information, or system
- Is not designed or intended to violate these Terms nor the lawful functioning of Deadstock’s live affiliate program
Users hereby agree that they are responsible for warranting that they have written expressed consent and/or permission of each and every individual involved and herein identified in any information provided, which includes but is not limited to User Content, the use of an individual’s name or likeness or, in the event that the individuals are minor, the written expressed consent and/or permission of said minor’s parents or legal guardians.
By submitting “Contributions”, (i.e., ideas, proposals, suggestions, and/or documents”) to Deadstock, users agree, represent, and warrant that:
- Contributions do not contain any confidential or proprietary information
- We are under no obligation in regards to confidentiality, direct or indirect, with respect to the user’s Contributions
- We reserve the right to use or disclose or opt to not use or disclose such Contributions for any reason by means of any media, either currently known or eventually developed
- We may already have something similar to the Contributions that may be under consideration or in development
- Contributions automatically become the property of Deadstock without any obligation from us to the user
- We reserve the right to use any ideas or concepts that are submitted to Deadstock for any purpose, which includes but is not limited to development and marketing of products that incorporate such ideas or concepts
- We are under no obligation to provide compensation or reimbursement to Users for Contributions under any circumstances
11. Intellectual Property.
By accepting these Terms, users agree that:
- Deadstock’s copyright, trademark, service mark, patent, trade secret, proprietary information, and other intellectual property (referred to hereinafter collectively as “Intellectual Property”) are our sole property.
- Nothing within these Terms shall bestow or present any users with any right of ownership or license rights in our Intellectual Property for any personal use or purposes.
- Not at any time will they contest the validity of our Intellectual Property of our Services, including but not limited to all text, graphics, images, audio clips, logos, icons, buttons, and computer programs which shall all be considered property of Deadstock or its licensors or supplies, as protected by U.S. and international intellectual property laws (i.e., copyright and trademark laws).
The arrangement, collection, and assembly of all content associated with our Services shall be considered the sole property of Deadstock and is protected by U.S. and international intellectual property law (i.e., copyright law). Any and all unauthorized modification, distribution, display, reproduction, republication, performance, or transmission of the software or any content through our Services is strictly prohibited.
Users are granted a personal, nonexclusive, limited, and revocable license to use our Services exclusively for their personal and internal use under the condition that they do not copy, reproduce, modify, reverse engineer or reverse assemble, or otherwise attempt to create derivative works from, discover any source code from, sell, distribute, assign, sublicense, grant a security interest in, or otherwise transfer access to the Services or any content available in the App, the Site, or Services. Deadstock strictly reserves and retains any and all rights not expressly granted to you within these Terms.
12. Disclaimer of Warranties; Limitations of Liability.
Note: For users who are based outside of the United States, please refer to the Country-Specific Terms below.
By using the Services you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful or objectionable. We provide no guarantees regarding the content posted by other users or third parties.
THE SERVICES AND ALL INCLUDED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, DEADSTOCK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
WE MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR: (I) COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES OR ANY CONTENT PROVIDED BY THE SERVICES (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT ANY CONTENT AND OTHER COMMUNICATIONS THROUGH THE SERVICES; AND (IV) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEADSTOCK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL DEADSTOCK’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNTS PAID BY YOU TO DEADSTOCK FOR THE PAST TWELVE (12) MONTHS FOR THE SERVICES.
THE LIMITATIONS IN THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT DEADSTOCK HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
As a condition of access to and use of the Services, users hereby agree to indemnify and hold harmless Deadstock, our affiliates and subsidiaries, as well as our respective employees, officers, agents, directors, shareholders, and other partners, from and against any claims, suits, demands, disputes or other proceedings, as well as resulting damage, losses, liability, costs, and expenses (including but not limited to attorneys’ and accounting fees), and in any way related to:
- listing or sale of any counterfeit or stolen item, and/or illegal merchandise
- breach or violation of any portion of these Terms
- access to or use of our Services
- such user’s User Content or Contributions
- breach or violation of any law or rights of any third party, including intellectual property rights
- breach or violation of any law, order, decree, or regulation (i.e., federal, state, county, city, and/or other tax regulations)
Deadstock reserves the exclusive right to assume defense and control of any and all matters that are subject to indemnification by any users hereunder. Users will not enter into a settlement of the foregoing without the prior written approval of Deadstock. All rights and duties of indemnity that are set hereinafter are to survive termination of these Terms.
14. Disputes with Deadstock.
Note: Users who are based outside of the U.S, please refer to the Country-Specific Terms below.
Users and Deadstock agree that any claims or disputes at law or equity that either have arisen or may arise relating in any way to the Terms and conditions or users’ use of or access to our Services, shall be resolved in accordance with the provisions set forth in this section.
Please read this section carefully, as it pertains to users’ rights and directly impacts how claims between users and Deadstock shall be resolved.
Users agree that, except to the extent found inconsistent with the Federal Arbitration Act (“FAA”) or prevented by federal law and the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms as well as any claims or disputes that have arisen or may arise between users and Deadstock. Any and all legal notices shall be served on Deadstock’s national registered agent (in the case of Deadstock) or on the user’s email address on file with us (in the user’s case). Legal notice by Deadstock to the user shall be given within 24 hours from when the email is sent. Alternatively, we may give the user a legal notice by mail to the physical address he/she has on file with us, in which case, legal notice shall be given 3 days after the date of mailing, regardless of if any such notice is returned to us. It is the user’s sole responsibility to keep their contact information updated.
Users and Deadstock each agree that any and all claims or disputes that have arisen or may arise between a user and Deadstock that relates to or arises out of the Terms or the user’s access to or use of our Services, shall be resolved entirely through final and binding arbitration, and not in court. Alternatively, users may assert their claims in small claims court, so long as the claim qualifies, and the matters remain in such court and only progresses on an individual (non-class, non-representative) basis. The interpretation and enforcement of this Agreement to Arbitrate is governed by the FAA.
Under all circumstances, each party hereby understands and voluntarily agrees to waive any right they may have to a trial by jury for any dispute arising under or related to these Terms or a user’s access to or use of our Services, to the extent permitted by law. Furthermore, the parties agree that the claim will be tried before a judge without a jury if this agreement to arbitration does not apply to any claim.
- The “Class Action Waiver”: Prohibition of non-individualized relief and class and representative action. Users and Deadstock agree that each party may bring claims against the other only on an individual basis, not as a plaintiff, representative, class member in any purported class, or private attorney general action or proceeding. Only if both the user and Deadstock agree otherwise in writing, may the arbitrator consolidate or join more than one person’s or party’s claims, and may otherwise preside over any form of a representative, consolidated, class, or private attorney general action or proceeding. Additionally, the arbitrator may award relief (which includes monetary, declaratory, and injunctive relief) only in favor of the individual party seeking relief to the extent necessary for providing relief necessitated by that party’s individual claim(s). Any relief awarded must not affect other Deadstock users. Should a court decide that the applicable law inhibits enforcement of any of the prohibitions on representative, class, or private attorney general actions or proceedings to any claim detailed in this paragraph, then that claim and only that claim must be separated from the arbitration and resolved separately in court, subject to the user’s and Deadstock’s right to appeal the court’s decision. All other claims shall be arbitrated.
- Arbitration Procedures. Arbitration is less formal than a lawsuit in court and uses a neutral arbitrator instead of a judge or jury. A court review of an arbitration award is also very limited. However, an arbitrator can award the same damages and relief that a court can award to individuals. An arbitrator should also apply the Terms as a court would, and the arbitrator is to decide on all issues are, with the exception of issues relating to the enforceability or interpretation of the Class Action Waiver needing to be resolved by a court of competent jurisdiction. Aside from issues related to the Class Action Waiver, the arbitrator (and not any federal, state, or local court or agency) shall have exclusive authority to resolve any disputes relating to the applicability, enforceability, interpretation, or formation of any part of this Agreement to Arbitrate, or of the Terms, which including but are not limited to any claims that any part of this Agreement to Arbitrate, or the Terms, is void or voidable.
The arbitration will be conducted by the American Arbitration Association (“AAA”) and will abide by its procedures and rules, including the AAA’s applicable Consumer Arbitration Rules, as modified by this Agreement to Arbitrate. The AAA’s Supplementary Rules for Class Arbitrations shall not apply. More detailed information of the AAA’s rules can be found at www.adr.org or by calling 1-800-778-7879. The word “arbitrator” in this provision shall not be interpreted to prohibit more than one arbitrator from presiding over an arbitration, as the AAA’s rules and regulations shall govern the number of arbitrators that may preside over an arbitration conducted under the Agreement to Arbitrate.
A party who intends to seek arbitration must first send to the other, by certified mail, a completed Notice of Dispute form (“Notice”), which will be made available by contacting us at Help/Contact Us. A Notice to Deadstock shall be sent to 25978 Business Center Drive, Redlands, CA 92374, ATTN: Legal Department. Deadstock will send any Notice to the user’s physical address on file that is associated with their Deadstock account; it is the user’s sole responsibility to keep their physical address up-to-date. Any information called for within the Notice shall be provided, including a detailed description of the basis and nature of the claim(s) the party is asserting, and the relief being sought.
If the user and Deadstock are not able to resolve the claim(s) described in the Notice within 30 days of the Notice being sent, the user or Deadstock may then initiate arbitration proceedings. Please visit www.adr.org for the form needed to initiate arbitration proceedings. After the form has been filed with the AAA in accordance with its procedures and rules, the party initiating the arbitration must then mail a copy of the completed form to the opposing party. Users may send a copy to Deadstock at the following address:25978 Business Center Drive, Redlands, CA 92374, ATTN: Legal Department. Should Deadstock be the party to initiate arbitration against a user, we will send a copy of the completed form to the physical address on file that is associated with the user’s Deadstock account (or to their email address if there is no physical address on file). Any settlement offer that is made by the user or Deadstock shall not be disclosed to the arbitrator.
The arbitration shall be held in the county in which the user resides, or at another location mutually agreed upon by both parties. Should the value of the relief sought to be $10,000 or less, the user or Deadstock has to option to elect for the arbitration to be conducted via telephone or via written submissions, for which such election shall be binding for the user and Deadstock and is subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant one. In such cases where an in-person hearing is held, the user and/or Deadstock may attend the hearing by telephone unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of California and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in past arbitrations involving different Deadstock users but is bound by rulings in prior arbitrations involving the same Deadstock user to the extent required by applicable law. The arbitrator’s award shall be final and binding and may be submitted to any court having jurisdiction thereof for judgment on the award.
Costs of Arbitration. Payment of all arbitrators, administration, and filing fees shall be governed by the AAA’s rules unless otherwise stated in this Agreement to Arbitrate.
Severability. Except for any provisions in the Class Action Waiver, should an arbitrator or court determine any part of this Agreement to Arbitrate to be invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
Opt-Out Procedure. New users of our Services can elect to opt-out of this Agreement to Arbitrate by notifying us in writing (“Opt-Out Notice”), which must be postmarked no later than 30 days after the date these Terms are accepted for the first time. Please mail Opt-Out Notices to 25978 Business Center Drive, Redlands, CA 92374, ATTN: Legal Department.
An Opt-Out Notice shall clearly state a user’s intent to opt-out of this Agreement to Arbitrate and provide a name, physical address, phone number, and the email address(es) registered to the user’s Deadstock account(s) for which the opt-out will apply. The user must sign and date the Opt-Out Notice for it to be effective. This is the only valid and acceptable way to opt-out of the Agreement to Arbitrate. Even if opting out of the Agreement to Arbitrate, all other parts of the Terms shall still apply. Likewise, opting out of the Agreement to Arbitrate shall have no effect on any other, previous, or future arbitration agreements that a user may have with us.
Future Amendments to the Agreement to Arbitrate. Users hereby agree that should any future amendment to this Agreement to Arbitrate be made (except for any change to a notice address or website link provided), that amendment shall not apply to any claim(s) that was filed in a legal proceeding between the user and Deadstock prior to the effective date of the change. The amendment will only apply to any and all other claims or disputes that are governed by the Agreement to Arbitrate that have arisen or may arise between the user and Deadstock. Users will be notified of amendments to this Agreement to Arbitrate, for which the amended terms will be posted on http://www.deadstock.co at least 30 days before the effective date of the amendments, as well as via email to the user’s email address on file. Should a user not agree to the amended terms, they may close their account within the 30-day period in order not to be bound by the amended terms.
15. DMCA Notice.
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. Should a copyright owner or an agent of a copyright owner believe that any materials accessible from the Site, App or Services infringe their copyright, you may request removal of those materials (or access to them) from the Site, App or services by submitting a written notice to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. 512(c)(3)), the written notice (the “DMCA Notice” must include substantially the following:
(a) The signature (physical or electronic) of a person authorized to act on behalf of the owner of the allegedly infringed upon right;
(b) Identification or a representative list of the copyrighted work(s) that are allegedly infringed upon;
(c) Identification of the material that is allegedly infringing on the copyrighted work(s) that is to be removed or disabled, as well as reasonably sufficient information to permit Deadstock to locate the material;
(d) Adequate information by which Deadstock can contact you (including your name, postal address, phone number, and, if available, email address);
(e) A statement by the user establishing good faith belief that such usage of the material being complained of is not authorized by the copyright owner, its agent, or the law;
(f) A statement by the user ensuring that the information on the notice is accurate; and
(g) A statement, under penalty of perjury, and that you are authorized to act on behalf of the owner of the copyrighted work that is allegedly infringed upon.
Our designated copyright agent to receive DMCA Notices is: 25978 Business Center Drive, Redlands, CA 92374, ATTN: Legal Department, email: [email protected]
You acknowledge that if you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
If you believe that material you posted on the App, Site or Services was removed or disabled by mistake or misidentification, you can send a counter-notice containing the following information to the copyright agent at the address(es) listed above:
(a) Their signature (physical or electronic);
(b) Identification or a representative list of the material(s) that has been removed or disabled, as well as the location where the material(s) appeared before it was removed or disabled;
(c) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
(d) A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of mistake; and
(e) A statement consenting to the jurisdiction of the federal court in which your address is located (or if you reside outside the United States for any judicial district in which the Site may be found), and a statement that they will accept service of process from the person (or an agent of that person) claiming the alleged infringement.
If a counter-notice is received by the copyright agent, we may provide a copy of the counter-notice to the original person claiming the alleged infringement to inform them of the possible replacement or cease of disablement of the removed User Content material within 10 business days.
Unless the copyright owner files an action seeking a court order against the user who provided the material, the removed material may be replaced or restored within at least 10 business days after receipt of the counter-notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
16. Electronic Communications.
By using our Services, or sending emails, text messages, and other communications from a computer or mobile device to us, users are opting to communicate with us electronically. Users hereby consent to receive communications from us electronically, such as via emails, texts, mobile push notifications, notices, and messages on this site. Users may retain copies of these communications for their records. Users agree that all agreements, disclosures, notices, and other communications that are provided to them electronically satisfy any legal requirement for such communication to be in writing and that any notice(s) provided by Deadstock electronically is deemed to be sent and received on the date any such electronic communication is relayed. When signing up for our Services, users will receive a welcome message as well as for instructions for how to stop receiving messages. By signing up for our Services and providing us with your wireless number, users consent to having Deadstock send them information that we believe may be of interest to them, which may include the use of automated dialing technology to text users at the wireless number provided. Users agree to receive communications from Deadstock, and represent and warrant that each person registering for our Services or for whom a wireless phone number was provided has consented to receive such communications from Deadstock. Users may modify these settings at any time, such as opting to unsubscribe from future marketing communication.
17. Disclaimer of Third-Party Information.
Should any material, information, or functionality of our Services be used and displayed by third party content providers (“Third Party Materials”), Deadstock has no control or responsibility for such Third Party Materials, and any statements, opinions, services, products, or other Third Party Materials are solely those of that third party. Deadstock does not endorse, sponsor, or represent the validity or reliability of any such statement, opinion, or other provided information by any third party, nor do we represent or warrant that the use of any Third Party Materials by users will not infringe the rights of third parties not owned by or affiliated with Deadstock.
18. Typographical Errors.
Our Site and Services may occasionally include technical inaccuracies or typographical errors. Deadstock shall have no liability related to any such inaccuracies or errors, nor shall we have any obligation to identify and/or correct any such inaccuracies or errors.
19. Links to Other Websites.
For the convenience of our users, certain hyperlinks may be provided on our Site and Services that link to other third-party websites or social media platforms, which are not under the control of Deadstock (referred to hereafter as the “Third Party Websites”). It should be noted that Deadstock does not sponsor or endorse any of these Third-Party Websites and shall not be held responsible for the content, accuracy, availability, or any other aspect of the Third Party Websites or for any loss or damage that may arise from the use of such Third-Party Websites. Should a user elect to use any Third Party Websites, any use and purchasing of services or products from such Third Party Websites are at the user’s own risk and subject to the terms and conditions of the respective Third-Party Websites.
20. Plaid Accounts.
21. Mobile Applications and In-App Purchases.
Through our App, “In-App Purchase” is available which can be purchased for certain goods or features that are designed to enhance the performance and overall usability of our Services. When making an In-App Purchase, users are doing so through either the Apple iTunes service or the Google Play service and are agreeing to their respective Terms and Conditions, which can be accessed at http://www.apple.com/legal/internet-services/itunes/us/terms.html and http://play.google.com/intl/en_us/about/play-terms.html). Deadstock is not an affiliated party to any In-App Purchase.
22. Apple App Store.
These Terms apply to your use of all our Services, which include our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store. Additionally, the following additional terms shall also apply to the Application:
- Both users and Deadstock acknowledge that the Terms are concluded between the user and Deadstock only and not with Apple, and that Apple is not responsible for the Application or its Content;
- The Application is licensed to the user on a limited, non-exclusive, non-transferrable, non-sublicensable basis, and is solely to be used related to our Services for their personal, private, non-commercial use, which shall be subject to these Terms as they are applicable to our Services;
- Users shall only use the Application in connection with an Apple device that they personally own or control;
- Users hereby acknowledge and agree that Apple has no obligation to furnish or carry out any maintenance services and/or support with respect to the Application;
- Should the Application, for any reason, fail to conform to any applicable warranty, which include those implied by law, the user may notify Apple of such failure; And upon notification, Apple’s sole warranty obligation to the user will be to issue a refund for the purchase price of the Application, if any;
- Users hereby acknowledge and agree that Deadstock, and not Apple, is responsible for addressing any claims they or any third party may have in connection with the Application;
- Users hereby acknowledge and agree that, should the Application or your possession and use of it infringe on any third party’s intellectual property rights which the third party is making a claim of, Deadstock, and not Apple, will be responsible for the investigation process of any such infringement claim;
- Users hereby provide guarantee that they are not located in a country that may be subject to a U.S. Government embargo, or that has been designated as a “terrorist supporting” country by the U.S. Government, and that they are not enlisted as part of a prohibited or restricted party by the U.S. Government
- Both users and Deadstock hereby acknowledge and agree that, in usage of the Application, users shall comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
- Both users and Deadstock acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will reserve the right to enforce these Terms against you as the third-party beneficiary hereof.
- In the event that users use the Application to be provided with real-time route guidance, use of this function is done so at their own risk and accuracy of location data is not guaranteed.
These Terms, and all terms and polices posted through our Services, which may each be updated and amended periodically, collectively constitute the entire agreement between users and Deadstock relating to the use of our Services and shall supersede all prior agreements and understandings. Users hereby consent to receive notice by email to the address provided upon registering for an account with Deadstock. If any provision of these Terms is determined invalid, unenforceable, or void for any reason, that provision shall be deemed severable and shall not diminish the validity and enforceability of all other provisions of these Terms. Any waiver of any provisions contained in these Terms by Deadstock shall not be deemed to be a waiver of any other right, term, or provision of these Terms and any rights that are not expressly granted herein are reserved. Deadstock may assign or transfer our rights and obligations under these Terms at any time. However, users may not assign or transfer their rights or obligations under these Terms, or any of their rights or obligations, without the prior written consent of Deadstock, which we may choose to refuse entirely at our discretion. No partnership, joint venture, agency, employer-employee, or franchisor-franchisee relationship is created or assumed by these Terms, the use of our Services, or the provision of our Services. Users cannot enter into any contract on our behalf or bind us in any way. These Terms are for the benefit of the user only and not for the benefit of any third party with the exception of Deadstock’s permitted assigns and successors. These Terms shall be governed by the law of the State of California, USA, without regard to conflicts of law provisions, and except as described in Section 14 exclusive venue is in the federal and state courts located in Los Angeles, CA, USA. By using the Deadstock Site or Services and acting as a buyer or affiliate, users expressly agree and consent to the governing law and venue provision of these Terms, regardless of their state or country of residence. The parties each hereby disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods.
24. Country-Specific Terms.
If you reside in one of the following countries, the additional terms set out below apply to your use of our Site and Services and override any inconsistent terms elsewhere within these Terms.
All countries outside of the United States
The following Country-Specific Terms apply to all countries outside of the United States, in addition to any other Country-Specific Terms which are set out below.
- All capitalized upper case wording is replaced with lower sentence case wording.
- All USD currency figures are replaced with the applicable converted equivalent in the local currency of the relevant country
- The sixth paragraph of this section (Arbitration) is deleted in its entirety.
15. DMCA Notice:
- This section is deleted in its entirety.
20. Plaid Accounts
- This section is deleted in its entirety.