Last updated: June 12, 2022

 

Please read these Terms and Conditions of Service (this “Agreement”) carefully. This Agreement is between you and Recelery, LLC, a Pennsylvania limited liability company (the “Company” or “we” or “us”) concerning your use of or access to the mobile application (the “App”), the Company’s website at www.recelery.com, any materials and services available therein (collectively the “Services”), and constitutes your consent to this Agreement. Please note that this Agreement hereby incorporates by reference any additional terms and conditions we post through the Services or otherwise make available to you.

 

The Services are intended to be used by adults, as defined under any applicable law in each specific case. BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE EITHER (1) OF LEGAL AGE TO ENTER INTO THIS AGREEMENT (WHICH IS 18 IN MOST STATES), OR, (2) AT LEAST 16 YEARS OLD AND THAT YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THIS AGREEMENT, AND THAT YOUR PARENT OR GUARDIAN HAS AGREED TO BE LIABLE FOR YOUR ACTS AND OMISSIONS.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 16 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS OF ANY KIND.

 

1. Amending this Agreement:  We reserve the right to change this Agreement at any time and for any reason.  If you don't agree with the any changes to this Agreement, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.  If you use the Services in any way after a change to the Agreement is effective, that means you agree to all of the changes.  While we may choose to provide notice when substantial changes are made, you should visit this page periodically to review this Agreement. 

2. Information Submitted Through the App. Your submission of information through the Services is governed by the Company’s Privacy Policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Services, including Posts (as defined below) is and will remain accurate and complete, and that you will maintain and update such information as needed.

 

3. Prohibited Conduct and Items.  The following is a non-exhaustive list of prohibited conduct and products on the marketplace, which must be followed when using the Services. If you see a violation of these guidelines, please report it at dabrams@recelery.com. Please read and respect our prohibited conduct and items. Our community is designed for users to buy and sell items purchased at grocery stores or corner stores. If you want to sell items such as clothes, shoes, or electronics, there are other marketplaces geared towards those products.

 

Prohibited Conduct includes:

• Uploading inaccurate photos, expiration dates or prices of items on the marketplace
• Posts or messages that include racist slurs, demean other users, or have the effect of harassment or intimidation
• Multiple posts of the same item

• Posts containing illegal items
•  Post sthat infringe or violate the intellectual property rights or any other rights of anyone else

Prohibited Items include:

• Weapons:
  • No weapons of any kind, including, but not limited to, guns or knives
• Drugs & alcohol products such as:

 

The App is not a place to sell drugs or alcohol, even if it’s legal to do so in your jurisdiction.

 

 

The prohibited conduct and items above cover most of what isn’t allowed, but are not exhaustive, and we will remove any item we feel may be harmful to the community. If a food item has expired, respect the community and remove it from the marketplace. When buying or selling an item on the App, be smart, inspect the item before purchasing, and if an item doesn’t look good, don’t buy it.

 

4. Using the Services; Security of Your Account. You may be required to sign up for an account, and select a password, username and provide a phone number to use all or part of the Services. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. You promise to provide us with accurate, complete, and updated registration information about yourself. Your user name (e-mail address) and password are your account credentials and must be kept confidential. You are responsible for any and all activity on any account and you must immediately notify us if you believe that your account credentials have been compromised.  If you register using a social media network, you authorize us to access, use, disclose and retain, in accordance with our Privacy Policy, the information that we receive from the social media network in connection with your registration.

 

5. Posts. The Services includes a marketplace where users may post and browse listings for non-prohibited items (each a “Post”). SUCH POSTS ARE PROVIDED BY USERS, AND NOT BY US AND YOU ARE SOLELY RESPONSIBLE FOR ANY INFORMATION OR CONTENT IN EACH POST. WE DO NOT SELL OR OTHERWISE MAKE AVAILABLE ANY ITEMS IN ANY POSTS. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY SUCH LISTINGS, FOR ANY POSTS AND SUCH POSTS DO NOT CONSTITUTE AN OFFER FROM THE COMPANY. PLEASE USE CAUTION AND COMMON SENSE WHEN USING THE MARKETPLACE AND MAKING OR RECEIVING PAYMENT FOR ANY POST. The availability or promotion of a Post through the Services does not imply our endorsement of the Post or the provider. We make no representations whatsoever about any Posts, or any users. Information about and the availability of any Post are subject to change at any time without notice. You must ascertain and obey all applicable laws regarding the marketing, promotion, sale, purchase, delivery, receipt, possession and use of the subject of any Post. We reserve the right to remove any Post for any reason.

You represent and warrant that you have the necessary authority and permissions to post any Post, to enter into any transaction or to make any transfer relating to a Post, including, if you are not of legal age to do so, by obtaining proper parental or guardian consent. The legal age is 18 in most states.

 

6. Submissions; License. You may submit information that could be used to personally identify you through Posts, the creation of profile pages or other channels on the App (each, a “Submission”). You are responsible for any Submission you make, and we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of your Submissions.

 

You retain ownership of your Submissions but for each Submission you make you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit each Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Service or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential and that your provision of such Feedback is gratuitous, unsolicited and made without restriction, and does not create any obligation whatsoever by us.

You represent and warrant that you have all right and title necessary to grant the licenses granted in this section, and that your Submission, and your provision thereof through and in connection with the Services, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

 

7. Monitoring. We may, but have no obligation to, monitor (either directly or using software), evaluate, alter or remove Submissions before or after they appear on the App, or analyze your access to or use of the App. Subject to our Privacy Policy, you agree that we may disclose any and all information regarding your access to and use of the Services to anyone for any reason or purpose.

 

8. Subscriptions. We may provide a subscription feature with auto-renewing payments (the “Subscription Service”). The Subscription Services is set out and described in the App and the fee is denominated in U.S. dollars and is exclusive of any applicable taxes. Payments are processed through the Google Play or iTunes app store from which you originally downloaded the App. You may access the applicable “in-app” purchase rules and policies directly from the app stores. All billing and refund inquiries must be directed to the applicable app store. Delivery of the Subscription Service is provided immediately upon purchase. We reserve the right to modify the fees for the Subscription Service from time to time in our sole discretion. Any changes in the fees will apply to the next billing period. Except as provided above, or as otherwise expressly agreed upon by us, all sales of the Subscription Service are final and there are no refunds. There are no refunds or credits for partially used Subscription Service periods.

 

The billing period for each type of Subscription Service will be as specified in the App at the time of purchase. You can manage your subscriptions from your account in the Google Play or iTunes app store. To cancel any Subscription Service, you must submit your cancellation through the applicable app store. You must cancel a Subscription Service before the start of the next billing period in order to avoid charges for the next billing period’s fees. Following any cancellation, you will continue to have access to the Subscription Services through the end of your current billing period and then the Subscription Service will terminate automatically. If you delete the App or the account on which the subscription was applied, the subscription will be fully consumed, even if it is time-dependent and the billing period has not elapsed.

 

9. Payments Through the Services. No payments occur through the any of the Services. All purchases made are made directly between the buyer and the seller when they complete their purchase and sale transaction, pursuant to the terms they determine. We are not a party to purchase and sale transactions, and disclaim any and all responsibility to facilitate such transactions. It is your responsibility to determine what, if any, taxes apply to each transaction you complete via the App, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from any transaction you complete via the Service. Any decision made by Us in regards to resolving a dispute is final and binding.

 

10. Your Limited Rights. The App is licensed to you on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the Services on a mobile device that you own or control, solely for your use an subject to your compliance with this Agreement. If you fail to comply with any of the terms or conditions of this Agreement, (i) you must immediately cease using the Services, (ii) you must remove (that is, uninstall and delete) the App from your mobile device and (iii) you are prohibited from using the Services on any mobile device until such time as we grant you explicit permission to use the Services again. Please note that if you do not accept the system permissions that the App requires from time to time, you may not be able to use the App or certain of its functionalities. You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Service. In addition, subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the Services, you may view one (1) copy of any portion of the App to which we provide you access under this Agreement, on any single device, solely for your personal, non-commercial use.

 

11. Company’s Proprietary Rights. We own the App and website, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include RECELERY and any associated logos. All trade names, trademarks, service marks and logos on the App not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Service should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

 

12. Third Party Materials. Through your use of the Services, you may have access to certain information, products, services and other materials made available by third parties, including Posts and other Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials.  We do not control or endorse, and are not responsible for, any Third Party Materials and make no representations or warranties about them. We may not monitor Third Party Materials, and we may block or disable access to any Third Party Materials through the Service at any time. The availability of any Third Party Materials through the Service does not imply our endorsement of, or our affiliation with, any provider of Third Party Materials.

YOU USE THIRD PARTY MATERIALS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS OR POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

 

13. Disclaimer of Warranties and Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING ANY THIRD PARTY MATERIALS, ARE MADE AVAILABLE TO YOU BY US ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES BY COMPANY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICE AND ANY POSTS AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF THE COMPANY AND ITS MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.  

 

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE OR FROM ANY POSTS OR TRANSACTIONS OR TRANSFERS RELATING TO POSTS, OR FROM ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY DISPUTE WITH ANY OTHER USER OF THE SERVICE; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY THIRD PARTY MATERIALS IS TO STOP USING THE SERVICES; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO COMPANY TO USE THE SERVICES AND (II) TWENTY-FIVE U.S. DOLLARS ($25.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

 

We do not guarantee that the Services is or will remain available updated, complete, correct, secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at dabrams@recelery.com with a description of such alteration and its location on the Service

 

14. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Services (including all Submissions); (b) any Posts, transactions or transfers relating to Posts, or disputes with other users of the Services; and (c) any violation or alleged violation of this Agreement by you.

 

15. Termination. This Agreement is effective until terminated. The Company may terminate or suspend your use of the App or the Services at any time and without prior notice, for any or no reason. Upon any such termination or suspension, your right to use the Services will immediately cease, and Company may take technical and/or other measures to block your access to the Service.  Sections 1, 3-4, and 12-21 shall survive any expiration or termination of this Agreement.

 

16. Governing Law; Arbitration. The terms of this Agreement are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its principles of conflicts of law, and regardless of your location.  EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE ARBITRATION RULES AND PROCEDURES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC.  ("JAMS ") THEN IN EFFECT (“RULES”), BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING INTELLECTUAL PROPERTY AND COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF JAMS ARBITRATORS IN ACCORDANCE WITH SUCH RULES.  THE SEAT OF ARBITRATION WILL BE PHILADELPHIA, PENNSYLVANIA AND THE ARBITRATION WILL BE CONDUCTED IN ENGLISH.  JUDGMENT UPON THE AWARD RENDERED BY SUCH ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.  NOTWITHSTANDING THE FOREGOING OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY SHALL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION.  FOR ALL PURPOSES OF THIS AGREEMENT, THE PARTIES CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN PHILADELPHIA, PENNSYLVANIA.

 

17. Information or Complaints. If you have a question or complaint regarding the Services, please send an e-mail to dabrams@recelery.com, but please note that e-mail communications will not necessarily be secure.

 

18. Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides a process for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Service infringe your copyright, you (or your agent) may send the Company a written notice by e-mail requesting that the Company remove or block access to such material. Notices must meet the statutory requirements imposed of the DMCA. Notices must be sent to dabrams@recelery.com. See  http://www.copyright.gov/ for details.

19.  Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

 

20. Jurisdictional Issues. The Services are controlled or operated (or both) from the United States, and is not intended to be subject to any non-U.S. jurisdiction or law. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. We may limit the Services availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

 

21. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Service or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

22. Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Company in accordance with the “Information or Complaints” section above. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, Company’s right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.