THE CUPBOARD MARKETPLACE TERMS & CONDITIONS

1. Acceptance of Terms

By creating a listing, purchasing an item, or otherwise accessing the Marketplace in The Cupboard mobile application ("App"), you ("User," including both Buyers and Sellers) agree to be bound by these Marketplace Terms & Conditions, our general Terms of Service, and our Privacy Policy (collectively, "Agreements"). If you do not agree, do not use the Marketplace.

2. Definitions

• Marketplace – The peer-to-peer venue within the App that enables Users to list, buy, and sell eligible bottles, parts, and accessories ("Items").
• Seller – A User who lists or sells an Item.
• Buyer – A User who purchases or commits to purchase an Item.
• Transaction Fee – The fees that The Cupboard ("Company," "we," "our," "us") charges to support the Marketplace: 8% of the listing price charged to Sellers (deducted from proceeds) and 5% of the listing price charged to Buyers (added at checkout).
• Business Day – Monday through Friday, excluding U.S. federal holidays.

3. Eligibility & Compliance

Users must be (1) at least 18 years old (or the age of majority where they reside), (2) capable of forming binding contracts, and (3) not barred from using the Marketplace under applicable law. Users are solely responsible for obeying all laws, regulations, and tax obligations that apply to their use of the Marketplace and the sale or shipment of Items.

4. The Cupboard's Role

The Cupboard provides an online venue only; we are not a party to the contract between Buyer and Seller, do not take possession of Items, and do not guarantee (a) the existence, quality, safety, authenticity, or legality of any Item, or (b) that any transaction will be completed. We may facilitate prepaid shipping labels and payment processing through third-party service providers, but we are not a carrier or payment institution and disclaim all carrier or payment-related liability to the fullest extent permitted by law.

5. User Accounts

Users must maintain accurate account information, including a valid email, mailing address, and (for Sellers) payout details. Users are responsible for all activity under their account and must safeguard login credentials.

6. Listing Rules

• Authenticity – Only genuine Items may be listed. Customs or modified Items must be clearly described as such.
• Ownership – Sellers must have physical possession and legal right to sell the Item at the time of listing.
• Accuracy – Listings must include truthful titles, descriptions, pricing, and at least one unedited photo of the actual Item showing any flaws.
• Prohibited Content – No counterfeit goods, illegal items, hate imagery, obscene content, or spam. We reserve sole discretion to determine compliance.
• Shipping Preparation – Seller must accurately enter package weight and dimensions when prompted; false information may result in additional charges or cancellation.

We may edit, refuse, or remove any listing at any time.

7. Buying & Selling Process

• Commitment – When a Buyer confirms a purchase, a binding contract is formed. Cancellation is only permitted under Section 10.
• Payment – Buyers authorize the full purchase amount (item price + 5% buyer transaction fee + taxes + shipping) at checkout.
• Payout – Seller funds only become available after the shipping carrier delivers the item and reviews are entered for each Buyer and Seller. Reviews will automatically be added after 5 days of delivery. We may withhold funds to investigate fraud, chargebacks, or policy violations. Once funds are made available, the Seller will be required to withdraw funds from their account.

8. Shipping & Risk of Loss

• Seller must ship the Item using the prepaid label within four (4) business days of purchase.
• Risk of loss or damage passes to Buyer upon carrier acceptance of the package.
• Seller must package Items securely; damage due to inadequate packaging is Seller's responsibility.
• Tracking must be supplied exclusively through the App; off-platform shipment methods are not permitted.

9. Fees & Taxes

• Transaction Fee – The Cupboard charges the following fees based on the listing price:
  • Seller Fee: 8% of the listing price, deducted from seller proceeds
  • Buyer Fee: 5% of the listing price, added to the total purchase amount at checkout
• Cancellation Fee – We may charge Sellers up to 5% of the item price for Seller-initiated or policy-based cancellations to cover payment-processing and operational costs.
• Taxes – Sales tax is currently only applied to buyers in the state of Texas, subject to change. Buyers are responsible for any applicable sales or use tax in their jurisdiction. Sellers are responsible for income or other taxes on their earnings. We may collect and remit taxes where required by law.

10. Cancellations, Returns & Disputes

• Buyer Cancellation – If Seller fails to ship the item within 4 business days, Buyer may cancel within the App for a full refund.
• Return Policy – All sales are final.
• Dispute Resolution – Buyers must report significantly not-as-described Items within 72 hours of delivery via the in-app claim process. We may request photos, shipping-damage evidence, or other documentation. Our determination is final.
• Chargebacks – Users are bound by our investigation outcome; unjustified chargebacks constitute a breach of these Terms.

11. Prohibited Conduct

Users may not:

• Violate any law, third-party right, or these Terms;
• Bypass fees or conduct off-platform transactions for Items first listed on the Marketplace;
• Use automated means to scrape, interfere with, or disrupt the Marketplace;
• Harass, threaten, or defraud other Users or Company staff.

12. Intellectual Property & Content License

Users grant The Cupboard a worldwide, royalty-free, sublicensable license to use, display, reproduce, and distribute listing content for marketing and operational purposes. Users represent they have all rights necessary to grant this license.

13. Suspension & Termination

We may suspend or terminate a User's access, withhold payouts, remove listings, or take any other remedial action if we believe (in our sole discretion) that the User has violated these Terms or any law, or poses a risk to others or to the Marketplace.

14. Disclaimer of Warranties

THE MARKETPLACE IS PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT DEFECTS WILL BE CORRECTED.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CUPBOARD'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE MARKETPLACE SHALL NOT EXCEED THE GREATER OF (A) US $100 OR (B) THE FEES WE RECEIVED FROM THE TRANSACTION GIVING RISE TO THE CLAIM. WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

16. Indemnification

User agrees to defend, indemnify, and hold harmless The Cupboard, its affiliates, officers, directors, employees, and agents from any claim, demand, loss, or damages (including reasonable attorneys' fees) arising out of (a) User's breach of these Terms, (b) User's misuse of the Marketplace, (c) User's violation of any law or third-party right, or (d) any Item sold or purchased through the Marketplace.

17. Governing Law & Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles. Exclusive jurisdiction and venue for any permitted court action shall be the state or federal courts located in Tarrant County, Texas.

18. Arbitration & Class-Action Waiver

Any dispute arising under these Terms shall be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. Users waive the right to participate in class actions or class-wide arbitration. The arbitrator may award individualized relief but has no authority to consolidate claims.

19. Modifications to Terms

We may amend these Terms at any time by posting an updated version in the App or on our website and updating the "Last updated" date. Continued use of the Marketplace after the effective date constitutes acceptance of the revised Terms.

20. Severability

If any provision of these Terms is deemed unenforceable, that provision will be modified to reflect the parties' intent, or severed to the minimum extent necessary, and the remaining provisions will remain in full force.

21. Entire Agreement

These Terms, together with the other Agreements referenced above, constitute the entire agreement between User and The Cupboard relating to the Marketplace and supersede all prior or contemporaneous understandings.

22. Contact Information

Questions about these Terms or the Marketplace may be directed to:

The Cupboard Support
Email: [email protected]