FireSale Seller Agreement

This FireSale Sellers Agreement governs your use of the FireSale to post items for sale and governs all other related uses of the FireSale by you. PLEASE READ THIS FIRESALE SELLER AGREEMENT CAREFULLY. YOU MUST AGREE TO THESE TERMS IN ORDER TO USE THE FIRESALE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE FIRESALE. Click here to read our website Terms and Conditions.

Unified Protection System ("UPS") reserves the right to change any of the terms and conditions contained in this FireSale Seller Agreement or any policies or rules governing the FireSale at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised FireSale Seller Agreement or such policies and rules on the UPS site. Material changes to the FireSale Seller Agreement shall be accompanied with a 30 day notice on the FireSale area of the Site, and you are solely responsible for reviewing any such notice and the corresponding changes to the FireSale Seller Agreement. YOUR CONTINUED USE OF THE FIRESALE FOLLOWING ANY SUCH REVISIONS TO THE FIRESALE SELLER AGREEMENT OR SUCH POLICIES AND RULES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY SUCH CHANGES, DO NOT CONTINUE TO USE THE FIRESALE AND ASSOCIATED SERVICES.

Agreement to UPS's Terms of Use and Privacy Policy.
The terms of this FireSale Seller Agreement are in addition to and supplement UPS's Terms of Use and Privacy Policy.

Seller Eligibility.
You must be 18 years or older to use the FireSale and must be able to lawfully enter into and form contracts under applicable law. You must be a U.S. citizen or legal entity formed under the laws of the U.S. Prior to making listings in the FireSale, you must provide your real name, current address, phone number, and email address. You authorize UPS to verify the accuracy of your information and to perform credit or background checks as it desires. UPS may deny or terminate a seller account to any person for any reason.

Purpose and Use of the FireSale.
UPS provides the FireSale solely as a location for buyers to locate and purchase new and used products from sellers like you that are independent of UPS. When buyers make a purchase from you through the FireSale, they are purchasing the product from you and not from UPS. You agree that UPS is not an agent for you or for the buyer and has no authority to act on your or on a buyer's behalf. Because UPS is not involved in the transaction between you and buyers, UPS has no control over the buyers who make purchases or the ability of buyers to pay for items they may purchase from you. UPS has no responsibility to ensure that a buyer completes a transaction with you or makes final payment to you. You agree and represent and warrant that your use of the FireSale will comply with applicable laws, ordinances and regulations. At any time, UPS may terminate this FireSale Seller Agreement and may halt any pending listings or sales at any time without notice to you.

Payment.
When you sell an item to a buyer through a listing on the FireSale, you agree that UPS is not an intermediary to the transaction. You further agree that payment for any transaction is strictly between you and the buyer and that any disputes between you and any buyer shall be resolved between you and the buyer without any expectation of involvement by UPS.

Information and Content Provided by Sellers.
You agree and warrant that any product description you provide in the FireSale and any other information and/or content you provide to buyers or to UPS at any time ("Seller Content"): (a) will be truthful, accurate and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any law, statute, ordinance or regulation; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and, (e) will not create liability for UPS. You agree that any and all Seller Content may be publicly displayed by UPS as UPS sees fit and at no charge to UPS. You automatically grant, as well as represent and warrant, that you have the right to grant to UPS (which includes, without limitation, all of UPS's affiliated companies), an irrevocable, perpetual, sublicensable, transferable, non-exclusive, royalty-free and fully paid-up, worldwide right and license to use, copy, transmit, perform, display, modify and create derivative works, incorporate and imbed into other works, and distribute such Seller Content throughout the Site and all of the UPS properties and websites (including, without limitation, those properties and websites of UPS's affiliated companies) in any medium or form now existing or later created.

Products You Sell Through the FireSale.
You hereby represent and warrant that you will not list, offer or sell products that: (a) are stolen or counterfeit; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) you do not have full right and authority to sell; (d) contain any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) violate any law, statute, ordinance or regulation (such as those governing export control or consumer protection); (f) contain any material that is obscene, pornographic or that contains child pornography; and/or (g) create liability for UPS. All listings will comply with the FireSale Seller's Guidelines which are deemed incorporated into this FireSale Seller's Agreement. You agree to sell the product to the buyer for the listed purchase price you set according to the Seller's Guidelines. By posting a product in the FireSale, you agree to complete the transaction as contemplated by this FireSale Seller's Agreement.

Shipment.
UPS will notify you of order placement via your seller interface on the FireSale and/or via email. You agree to ship items ordered by buyers within 48 hours following notification of assured payment for the order. You agree that UPS has no obligation to ship any product you sell to a buyer through your use of the FireSale. You agree to pay the shipping charges in full for any product that you ship in connection with an order made by a buyer. You agree that legal ownership and all risk of loss of your items remains with you until the buyer physically receives the items from you. You agree that you will ship only the product purchased by the buyer and will not include any additional products, materials or information not purchased by the buyer. You agree to ship in accordance with the then-current Seller's Guidelines, and agree that the buyer is obligated to pay to you standard shipping rates in accordance with the then-current Seller's Guidelines solely for products that are actually shipped, delivered and accepted by the buyer.

Taxes.
You agree that you are solely responsible for determining the amount of sales, use or other taxes that you may owe as a result of your sale, and are solely responsible to collect, report and remit any such sales, use or other taxes required under applicable law. You hereby represent and warrant that you will (a) identify all states in which you have an obligation to collect and remit sales and/or use tax, (b) keep such information updated at all times, and (c) will remit all such taxes collected and provided to you by any buyer. You acknowledge and agree that UPS has no responsibility to collect, report or remit sales, use or any other applicable taxes in connection with your sale. You hereby agree to fully indemnify, defend and hold UPS (and its affiliated entities) harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of sales or use tax in any way associated with any sale made by you through the FireSale, your nexus contacts within any state, and/or any claim alleging that UPS or any of its affiliated entities is a seller, merchant or reseller.

Fees.
You agree to pay UPS the commissions and other fees and charges set forth in this FireSale Seller Agreement and/or the Seller's Guidelines. These fees and charges may change from time to time without notice to you. All fees and charges are payable upon demand by UPS.

FireSale Customer Service.
UPS does not provide any customer support for transactions made through the FireSale and you agree that UPS is not responsible to provide any such support.

Privacy.
YOU ACKNOWLEDGE, CONSENT AND AGREE THAT UPS (A) SHALL PROVIDE BUYERS WITH INFORMATION THAT IS REASONABLY NECESSARY FOR BUYERS TO COMMUNICATE WITH YOU REGARDING THE PURCHASE AND SHIPMENT OF GOODS AND SERVICES PURCHASED FROM YOU AND ANY ISSUES THAT MAY ARISE IN CONNECTION WITH THEIR PURCHASE (INCLUDING, WITHOUT LIMITATION, THE SELLER INFORMATION PROVIDED DURING FIRESALE REGISTRATION AND YOUR EMAIL ADDRESS) AND (B) MAY POST FEEDBACK ABOUT YOU THROUGH THE FIRESALE, INCLUDING WITHOUT LIMITATION, YOUR SELLER DETAILS, RATINGS, BUYER FEEDBACK AND EMAIL ADDRESS. YOU HEREBY AGREE THAT UPS SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY WITH RESPECT TO THE DISCLOSURE OF SUCH INFORMATION TO, OR ANY COLLECTION, USE OR DISCLOSURE OF SUCH INFORMATION BY, ANY BUYER. You may receive access to certain information concerning other FireSale users when you use the FireSale. You hereby represent, warrant and agree (a) not to use any information regarding other FireSale users which is accessible from the FireSale or that may be disclosed to you by UPS, except to enter and complete transactions, and (b) not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other conduct UPS deems unacceptable or objectionable.

Dispute Resolution Steps and Refunds.
UPS will provide your email address and other contact information to buyers who purchase your product through the FireSale. You agree to respond promptly to inquiries by buyers. You agree that you will provide a prompt refund to a buyer if the buyer did not receive the product you shipped, if the product is damaged during shipment, if the product does not match the description as listed, or if the buyer receives a product other than the one they ordered. You agree that any such refund will be made at the latest within 10 business days of the buyer's request. UPS will not mediate disputes or contact buyers on your behalf. You agree to respond promptly to any inquiry by UPS. Without limiting any of its rights to remedies, if UPS determines that you have directly or indirectly attempted or committed fraud activity with respect to the FireSale, UPS may immediately suspend or terminate your account. In addition, any such fraudulent activity is a criminal offense and violators will be prosecuted to the fullest extent of the law.

Indemnity.
You agree to indemnify, defend and hold harmless UPS and its parents, sister companies, subsidiaries, affiliates, service providers, sellers, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or related to any claim, demand or action, which if true, would constitute a breach or violation of any provision of this FireSale Seller Agreement or UPS's Terms of Use, or of any law, regulation or third-party right.

RELEASE.
IN THE EVENT OF A DISPUTE OR CLAIM REGARDING ANY ORDER OR PURCHASE MADE THROUGH THE FIRESALE, OR BETWEEN YOU AND A BUYER OR OTHER THIRD PARTY RELATED TO ANY ORDER OR PURCHASE MADE THROUGH THE FIRESALE, YOU HEREBY RELEASE UPS AND ITS PARENTS, SISTER COMPANIES, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, SELLERS, DISTRIBUTORS, LICENSORS, OFFICERS, DIRECTORS AND EMPLOYEES FROM ALL CLAIMS, DAMAGES OR DEMANDS OF ANY KIND, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE OR CLAIM.

YOU ACKNOWLEDGE THAT YOU MAY DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE AND THAT THIS RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS EVEN IF YOU DISCOVER NEW OR ADDITIONAL FACTS AFTER YOU EXECUTE THIS AGREEMENT BY CREATING A myAccount. YOU EXPRESSLY WAIVE ALL RIGHTS AND BENEFITS CONFERRED BY ANY LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES, OR PRINCIPLE OF COMMON LAW, WHICH IS SIMILAR, COMPARABLE, OR EQUIVALENT TO THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH [YOU] DO NOT KNOW OR SUSPECT TO EXIST IN [YOUR] FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY [YOU] MUST HAVE MATERIALLY AFFECTED [YOUR] SETTLEMENT WITH THE DEBTOR [RELEASEES]."

WARRANTY DISCLAIMER.
YOU AGREE THAT YOU USE THE UPS FIRESALE AT YOUR OWN RISK. THE UPS FIRESALE AND ANY RELATED PRODUCTS, SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED "AS IS." UPS EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE UPS FIRESALE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.

LIMITATION OF LIABILITY.
THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE UPS FIRESALE, THE USE OF ANY SERVICES OFFERED IN CONNECTION WITH THE FIRESALE, AND/OR THE USE OF ANY CONTENT REMAINS WITH YOU. IN NO EVENT SHALL UPS OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS FIRESALE SELLER AGREEMENT, YOUR USE OF THE UPS FIRESALE OR ITS SERVICES, ANY INFORMATION OBTAINED THROUGH THE FIRESALE, ANY DELAY OR INABILITY TO USE THE UPS FIRESALE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES TO YOU IN CONNECTION WITH THE FIRESALE, OR OTHERWISE ARISING OUT OF THE USE OF THE UPS FIRESALE OR THE UPS SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF UPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS FIRESALE SELLER AGREEMENT, THE MAXIMUM LIABILITY THAT UPS SHALL HAVE IS LIMITED TO THE ACTUAL VALUE OF ANY COMMISSIONS ACTUALLY RECEIVED BY UPS IN CONNECTION WITH ANY SALES MADE BY YOU THROUGH THE FIRESALE. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS FIRESALE SELLER AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

General.
No delay or failure by UPS to take action under this FireSale Seller Agreement shall constitute any waiver by UPS of any provision of this FireSale Seller Agreement. If any provision of this FireSale Seller Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of this FireSale Seller Agreement will continue in full force and effect. This FireSale Seller Agreement will bind and inure to the benefit of UPS's permitted successors and assigns. Any claim under this FireSale Seller Agreement must be brought within one (1) year after the cause of action arises. This FireSale Seller Agreement shall be governed by the laws of the State of Utah without regard to or application of any conflict of laws provisions. You agree that the sole and exclusive venue and jurisdiction for any action arising out of this FireSale Seller Agreement shall be the state and federal courts sitting in Utah County, in the State of Utah. This FireSale Seller Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this FireSale Seller Agreement shall be null and void. UPS may freely assign this FireSale Seller Agreement without consent or notice. This FireSale Seller Agreement constitutes the complete and exclusive agreement between UPS and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.

This FireSale Seller Agreement was last modified on: Sept 4, 2010