Seller Terms & Conditions

Sella provides services such as item photography, price research, listing management, local storage, payment collection, escrow, fulfillment, and returns management, to make it easier for people to transact on peer-to-peer resale marketplaces.

We will collectively refer to the services we provide as the "Service(s)." The Services may be made available through www.hellosella.com (this "Website"), installed software, and various communication mediums such as email, SMS, telephone and mobile messaging.

These Terms and Conditions (collectively, these "Seller Terms") govern your use of the Services, and by using the Services in any way, you agree to be bound by these Terms and our Privacy Policy and our Buyer Terms. We may make changes to these Seller Terms, and your continued use of the Services constitutes your acceptance of any such changes. If you are accessing or using these Services on behalf of a business, that business agrees to the Seller Terms. If you do not agree to the Seller Terms, you are not authorized to use these Services.

1. Definitions
   1. "We," "Us", "Our", or "Sella" as used herein means Sella, Inc.
   2. "Marketplaces" as used herein means online, peer-to-peer marketplaces such as Craigslist, OfferUp, or eBay on which people list items for sale and sell them directly to buyers.
   3. "Seller" as used herein means a person or entity placing inventory with Sella that they intend to market and sell via a Marketplace.
   4. "3rd Party Inventory" as used herein means inventory owned by Sellers and placed in Sella's custody, to provide payment, fulfillment, and return management services.
   5. "Prohibited Item" means any 3rd Party Inventory that meets one or more of the criteria listed in Section 5 ("Prohibited Items"), in our sole discretion.
   6. "Saleable Item" means any 3rd Party Inventory that we in our sole discretion believe will sell for at least $20 on a local Marketplace within 60 days.
   7. "Buyer" as used herein means a person who uses these Services to purchase 3rd Party Inventory.
   8. "Purchased Items" as used herein means specific unit(s) of 3rd Party Inventory that a Buyer has purchased using these Services.
   9. "You" or "Your" as used herein means an individual person over 18 years of age engaged in using the Services as a Seller.
2. Our relationship with you
   1. You can cannot transfer or assign any rights or obligations you have under these Terms to anyone at any time.
   2. Sella can assign its rights under these Terms at any time.
   3. We may provide notice to you by updating this Website or emailing you, and such notice will be deemed received by you within 24 hours of emailing you or posting it on this Website.
   4. Notices to Sella must be mailed to:
      
      Sella
      4110 SE Hawthorne Blvd #1000
      Portland, OR 97214
   5. There is no relationship of partnership, joint venture, agency, employer-employee, franchise, or similar relationship established or implied by these Terms or any course of conduct between you and Sella.
   6. You are not granted a license to any software by these Terms.
   7. These Terms are the complete and exclusive statement of the mutual understanding between you and Sella and supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms. There shall be no oral agreements or understandings, or changes, alterations, variations, or amendments to or modification of any of the terms, provisions, covenants, or conditions of these Terms unless made and executed in writing and signed by both you and Sella.
3. Your account with Sella
   1. You can only have one account with Sella.
   2. You can only have an account if you are over 18 years of age and it is not otherwise illegal in your area of residence to use Sella.
   3. You agree not to create or maintain an account on behalf of someone else.
   4. You must provide truthful and accurate information when registering for your account, and you agree to make sure your account information is maintained, truthful and accurate at all times.
   5. You are responsible for maintaining your password and other account information and keeping it secure.
   6. You agree to receive communications from Us regarding your account and other matters from time to time that We consider to be essential to using the Services ("Transactional Service Communications"). If you do not wish to receive Transactional Service Communications, you must delete your account.
   7. We may terminate your account for any reason or no reason, at any time.
4. Services Offered
   1. We provide a variety of services to help people sell items via peer-to-peer Marketplaces, and may change or cease offering certain services at any time.
   2. Services are available as described in the medium through which they are offered to you, in varying degrees of specificity and detail.
   3. We may use 3rd party providers for certain services such as credit card processing and local delivery, and by using the Services provided hereunder, you agree to have certain information shared with those providers as is necessary from time to time. Your information will never be rented or sold. Please see our Privacy & Anti-SPAM Policy for more information.
   4. We make no guarantee regarding the specific availability or timeliness of Services.
   5. If you feel Services are misrepresented or not rendered by us or a 3rd party we contract with, you agree that your sole remedy is to request a refund for services provided, as governed by these Terms.
5. Prohibited Items
   1. Any item of which you are not the rightful owner or do not have permission to sell, including but not limited to rented, leased, borrowed, or stolen goods or any promotional item that is labeled as not for resale.
   2. Broken, defective, damaged or heavily soiled items.
   3. Prohibited items on Craigslist, described here.
   4. Prohibited and restricted items on eBay, which are described here.
   5. Restricted items on Amazon, described here.
   6. Individual items that in our sole discretion will not sell for at least $20 on a local Marketplace within 60 days.
6. Service Fees and Our Money-Back Guarantee
   1. Each discrete service rendered in connection with these Services (each a "Line Item Services") will be billed at the time it is rendered and itemized in your Account Balance.
   2. The description and corresponding fee for each Line Item Service is as described in our Pricing page at the time the Line Item Service is rendered.
   3. If you receive a promotional or referral Service Credit, it will be applied to your Account Balance to reduce Service Fees.
   4. Net Service Fees will be calculated as:
      • the sum of all Service Fees
      • minus the sum of all Service Credits
      • minus any refunds or discounts
   5. You are responsible for paying all Service Fees within 30 days of the date they are rendered.
   6. If the quality of work rendered for any Line Item Service does not meet your expectations, you can initiate a refund request for the given service by emailing support@hellosella.com with a description of the issue. If we are unable to complete the work described in the Line Item Service to your satisfaction within 7 days from the date you submit a refund request, we will will issue a refund for the service in question.
7. Seller of record and state taxes
   1. You agree you are the seller of record for all sales of your 3rd Party Inventory.
   2. Your first name and last initial will be listed as the seller of record on purchase receipts provided to Buyers.
   3. You are responsible for tracking, reporting, and paying all sales taxes as may be applicable in your state.
8. Buyer Payments, Escrow, & Distribution of Funds
   1. Payment for Purchased Items will be held in escrow until all potential Refund Claims related to the sold items are resolved ("Released Payments").
   2. Your Available Account Balance will be calculated as:
      • the sum of all Released Payments
      • minus Net Service Fees
      • minus past and pending Funds Withdrawals
   3. You may submit a Funds Withdrawal request using these Services for an amount up to the Available Account Balance at any time.
   4. Funds will be sent electronically via bank-to-bank transfer to the email address on file with your account within 48 hours of your request. If you are unable to receive funds electronically, a paper check will be mailed to you within 10 days of your request.
9. Return or Disposal of Prohibited & Unsold Items
   1. All Prohibited Items and 3rd Party Inventory that has not sold after actively being marketed on a Marketplace will be deemed Unsold Items and are subject to return or disposal.
   2. You can designate that you would like to have Unsold Items returned to you using these Services, as may be provided for in our Pricing & Services (the "Items to Return").
   3. All Unsold Items that have not been designated as Items to Return (the "Abandoned Items") will be disposed of within 14 days of being classified as an Unsold Item.
10. You agree not to:
    1. Use the Services in any other way or for any other purpose than that which they are intended.
    2. Directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation, or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services; or copy (except for archival purposes), distribute, pledge, assign, or otherwise transfer or encumber rights to the Services. You acknowledge that any violation of this paragraph will cause Sella immediate and irreparable harm and that the damages which we will suffer may be difficult or impossible to measure. Therefore, upon any actual or impending violation of this paragraph, we shall be entitled to the issuance of a restraining order, preliminary and permanent injunction without bond, restraining or enjoining such violation by you, your successors or assignees or any entity or person acting in concert with you. Such remedy shall be additional to and not in limitation of any other remedy which may otherwise be available to us by law.
    3. Use the Services in any manner (including, without limitation, the transmission of third party content or information) that may violate or infringe upon any rights of a third party. You shall be subject to the indemnification provisions in these Terms if your use of the Services violates or infringes upon such rights.
11. Privacy

By using the Services, you consent to the collection, storage and disclosure of personally identifiable information per our Privacy Policy. While we attempt to keep all information secure, you understand that a third party could compromise our systems and there is some risk that your personal information will be acquired, and you provide this information at your own risk.

12. Indemnity

You hereby agree to indemnify and hold harmless Sella and our business partners, third party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorney's fees) in connection with any claim or action that arises in any way from (a) an alleged violation of the Terms or (b) your use of the Services.

13. Warranty Disclaimers

YOU USE THE SERVICES AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

14. Ownership and Confidentiality

Materials on this Website and provided in connection with the Services, including but not limited to text, images, illustrations, software, animations, audio clips, video clips and any tools available on this Website, if applicable, are owned or otherwise provided by Sella, and Sella does not represent or warrant that such material does not infringe the rights of any other person or entity.

Trademarks, logos and service marks (collectively, "Marks") displayed on this Website and provided in connection with the Services are registered or unregistered Marks of Sella or third parties, are the property of their respective owners, and may not be used without written permission of Sella or of the owner of such Marks respectively.

Any information or material contained on this Website or provided in connection with the Services that may be reproduced pursuant to these Terms must bear the proprietary rights notices that originally appeared on or in conjunction with such information or material.

You acknowledge that information or material which you provide electronically through your access to or usage of the Services is not confidential or proprietary, except as may be required under applicable law, and acknowledge that unprotected e-mail communication over the Internet is subject to possible interception, alteration or loss.

Unless expressly provided otherwise by Sella, all comments, feedback, information or materials submitted to Sella through or in association with the Services shall be considered non-confidential and Sella's property. By submitting such comments, feedback, information or materials to Sella, you agree to a no-charge assignment to Sella of all worldwide rights, title and interest in copyrights and other intellectual property rights to the comments, feedback, information or materials. Sella shall be free to use, copy or distribute such comments, feedback, information or materials on an unrestricted basis without accounting to you.

15. Limitation of Liability

WE AND OUR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND PROPERTY SUPPLIERS), DIRECTORS, OFFICERS, AFFILIATES, INSURERS, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING ANY LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SERVICES OR RESULTING FROM ANY ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Disputes and Governing Law
1. You agree to contact Sella to resolve any and all disputes with us informally.
2. If we cannot resolve a dispute informally after attempting to do so, you agree to enter into binding arbitration by the American Arbitration Association ("AAA") to resolve any claim, breach of these Terms or any other controversy (collectively the "Claims").
3. All Claims must be brought by an individual, or by an arbitrator on behalf of an individual, and not as a plaintiff or class member in any capacity.
4. You agree that by entering into these Terms, both Sella and you waive the right to a trial by jury or to participate in a class action.
5. These Terms shall be governed by the laws of the State of Oregon.