LAST UPDATED: AUGUST 22, 2023
These terms of service for sellers (these "Terms") apply to the sale of products and services through TransparentFreedom.com (the "Site"). These Terms are subject to change by TRANSPARENT FREEDOM, LLC (referred to as "us", "we", "our", or the “Company” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. The Seller (referred to as “you”, “your”, or “Seller”) should review these Terms prior to listing any products or services for sale on this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.
- After you register on the Site, our team will be in touch via email with the next steps to complete your registration before you can become an active seller and start listing products.
- Whether our team assists you to upload product details or you do it on your own, our team will review your listing details before making it active. Once it is approved, it will become active and your listings will become visible on the Site.
- Referral Fees and Sales Proceeds
- The Site charges an 8.00% Referral Fee for matching a buyer with your listing. The Referral Fee is based on the active List Price at the time of the sale plus the shipping and handling costs minus any discounts. The “List Price” means the price of a product or service that is active and available for sale on the Site.
- List Price for your products are the sole responsibility of the Seller even if the Site’s staff assisted you to create or edit the listing, it remains your sole responsibility to verify the information in a listing at all times for accuracy.
- Net Proceeds will be transferred to the Seller on the Friday following the date of sale but no sooner than 7-days after the date of sale only if the order shows as Shipped or Completed in the portal Net Proceeds means the remaining balance from a sale after withholding the sale taxes and Referral Fee.
- Order Acceptance and Cancellation
- You agree to accept all orders that the Site sends you as a result of your listing(s) of product(s).
- If you run out of inventory for a product and an order has been placed for that product, it is your responsibility to notify us (at Orders@TransparentFreedom.com) and the buyer with your proposed resolution which may require a refund.
- Shipping and Handling
- The Company will hold no inventory for any Seller. All shipping and handling of your products is your responsibility. It is your responsibility to update your dashboard with the correct shipping status, so we know the status of the sale.
- The cost of all shipments will be based on the shipping rates you provide us. If you do not provide shipping rates, we will calculate your product(s) shipping costs based on the Shipping Table Rate provided in Exhibit A and it is your responsibility to adjust the List Price to take the Shipping Table Rate into consideration.
- Returns, Refunds, and Exchanges
- With the exception of any products designated on the Site as final sale or non-refundable, we allow each Seller to determine their terms for returns and refunds but we require a minimum return and refund term of 30-days from the date of sale.
- All exchanges will be handled by the Seller.
- Refunds that are processed by us will incur a 3% Refund Fee based on the List Price at the time of the sale. The Refund Fee will be deducted from your next Net Proceeds payment. If the Net Proceeds have already been disbursed to you, we will apply the amount owed to us against your next sale and disbursement.
- Tax Matters
- The Site will collect sales tax based on the type of products you sell and we will submit it to the proper tax authorities in each state.
- If you generate more than $600 in sales within one (1) calendar year we will issue you a 1099, which is why we require your company’s IRS Form W-9.
- You must notify us within fourteen (14) days after receiving your Net Proceeds if you dispute the amount received, or such dispute will be deemed waived.
- Term and Termination
- The Site will continue to provide you service so long as you operate your business fairly in your dealings with customers that we refer to you, and you are transparent and work with us to resolve any dispute that arise from a sale on the Site.
- If you want to close your account, please email us at ContactUs@TransparentFreedom.com and we will disable your account.
- You extend us at no cost a license to use your logos, brands, marks, and other IP for the products you have listed on the Site. This allows us to use your logos, brands, marks, and other IP to market your product(s) on the Site, on our social media, offsite on any and all advertising for the Site, and anywhere we deem necessary.
- YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY.
- Limitation of Liability
- YOU ARE RESPONSIBLE FOR PRODUCT SALABILITY, MERCHANTABILITY, AND COMPLIANCE. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, ON ANY THEORY OF LIABILITY, RESULTING FROM THE USE OR INABILITY TO USE THE SITE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
- OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU TO US FOR THE REFERRAL FEES RELATED TO A PRODUCT AND SERVICE YOU HAVE SOLD THROUGH OUR SITE.
- The limitation of liability set forth above shall only apply to (i) the extent permitted by law and (ii) not apply to (A) liability resulting from our gross negligence or willful misconduct and (B) death or bodily injury resulting from our acts or omissions.
- Confidentiality and Personal Data
- All non-public information and data will be kept confidential with all available safe guards and precautions to be taken. We will comply with legal authorities and our attorney’s guidance if a legal matter is brought to our attention.
- Force Majeure
- We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
- Governing Law and Jurisdiction
- This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.
- Dispute Resolution and Binding Arbitration
- YOU AND TRANSPARENT FREEDOM, LLC ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
- The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
If you prevail on any claim that affords the prevailing party attorneys' fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
- You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of the disputed transaction. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
- You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR TRANSPARENT FREEDOM, LLC WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
- No Waivers
- The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of TRANSPARENT FREEDOM, LLC.
- If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
- Entire Agreement
Shipping Table Rates
May 24, 2023