Please read these Terms carefully. They are a binding contract between you and LISTR.
SECTION 19 CONTAINS AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. UNLESS YOU OPT OUT WITHIN 30 DAYS AS DESCRIBED IN SECTION 19.8, YOU AND LISTR AGREE TO RESOLVE DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.
Sections 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification) and 17 (Release) limit our responsibility to you. The Service uses artificial intelligence, which can be wrong; you are responsible for reviewing everything before you publish it (Section 4).
1. Agreement to these Terms
These Terms of Service ("Terms") govern your access to and use of the LISTR website, web application, mobile upload pages, and related services (together, the "Service"), operated by LISTR ("LISTR," "we," "us," or "our"). "You" means the person using the Service and, if you use it on behalf of a business or other entity, that entity as well.
By creating an account, checking a box to accept these Terms, or using the Service, you agree to these Terms and to our Privacy Policy, which explains how we collect and use information. If you do not agree, do not use the Service. If you accept on behalf of a business, you represent that you have authority to bind it, and "you" includes that business.
2. Eligibility and accounts
Age and capacity. You must be at least 18 years old and able to form a binding contract. The Service is not directed to children.
Business use. The Service is a tool for selling goods. You agree that you use it for business, commercial, or resale purposes and not primarily for personal, family, or household purposes, except where applicable law does not permit this characterization.
Approval. Accounts are subject to our approval. We may approve, decline, or revoke access to any account at our sole discretion, for any reason or no reason.
Accurate information. You will provide accurate, current, and complete information and keep it up to date.
Security. You are responsible for keeping your password and any connected-account credentials confidential, and for all activity under your account, whether or not you authorized it. Notify us immediately at jtconsulting581@gmail.com if you suspect unauthorized access. We are not liable for losses caused by unauthorized use of your account.
One person per login. You may not share your login or let others use your account, and you may not create an account using another person's identity.
3. The Service
LISTR helps sellers identify products from photos, organize them in a product library, generate listing content, publish listings to third-party marketplaces and storefronts such as eBay and Shopify, prepare listings for other platforms, and synchronize inventory when items sell. Features may change over time.
Changes. We may add, change, suspend, or discontinue any part of the Service at any time, with or without notice, and without liability to you.
Early-stage service. The Service is under active development. Some features may be experimental, incomplete, or unavailable from time to time. We do not promise any particular uptime, response time, or support level.
No obligation to store. The Service is not a backup or archival service. You are responsible for keeping your own copies of your photos, product data, listings, and records.
4. AI-generated content
The Service uses artificial intelligence, including third-party AI models, to identify products, describe them, suggest titles, categories, item specifics, conditions, tags, and prices, and to prepare listing content ("AI Output").
AI Output can be wrong. AI Output may be inaccurate, incomplete, outdated, misleading, or inappropriate. It may misidentify a product, its brand, model, authenticity, condition, compatibility, or value, and it may produce content that infringes someone else's rights or violates a marketplace's rules.
You must review it. You are solely responsible for reviewing, verifying, and correcting all AI Output before you use or publish it, and for every listing, description, price, and claim you publish, whether or not it was generated by the Service.
Not professional advice. AI Output, including any price suggestion or market data, is not an appraisal, authentication, valuation, legal, tax, or financial advice. Do not rely on it as such.
No guarantee of uniqueness. Similar output may be generated for other users.
5. Your listings and sales
You are the seller. You are the seller of record for everything you list or sell. LISTR is not a marketplace, broker, agent, auctioneer, or party to any transaction between you and your buyers, and we never take possession of or title to any item.
Your legal duties. You are solely responsible for complying with all laws and regulations that apply to your items and sales, including consumer protection, product safety, recall, labeling, import and export, sales tax, VAT, income tax, licensing, and record-keeping requirements.
Marketplace rules. You are solely responsible for complying with the terms, policies, and fees of every platform you use, including eBay, Shopify, and Facebook. We are not responsible if a platform removes your listings, limits or suspends your account, withholds funds, or charges you fees, including as a result of content prepared with the Service.
Transactions and disputes. You are solely responsible for pricing, payment, shipping, delivery, returns, refunds, warranties, chargebacks, customer service, and disputes with buyers.
No guaranteed results. We do not guarantee that any item will be listed, found by buyers, or sold, or that you will achieve any level of sales, revenue, or profit.
6. Connected platforms and third parties
Authorization. When you connect an account on a third-party platform (such as eBay or Shopify), you authorize us to access that account, and to create, modify, publish, end, and delete listings, read orders and inventory, adjust quantities, and take other actions on your behalf as needed to provide the features you use. You can disconnect at any time, which may stop some features from working.
Their terms apply. Your use of third-party platforms and services is governed by their own terms and privacy policies. We do not control them and are not responsible for their availability, accuracy, actions, fees, policy changes, API changes, outages, or security.
Inventory sync is best-effort. Synchronizing quantities and ending listings across platforms depends on third-party notifications and services that can be delayed, fail, or change without notice. Sync may not prevent an item from selling more than once. You are responsible for monitoring your listings and inventory and for any oversold item, cancellation, or resulting penalty.
Third-party content. Information from third parties, such as card or pricing databases, is provided as-is and may be inaccurate.
7. Fees and payment
Fees. Some or all of the Service may be offered for a fee, which may include subscription fees and usage-based charges (for example, charges based on the AI processing your account uses). Fees, billing periods, and any usage rates will be shown to you before you are charged. We may change fees prospectively by giving you notice; continued use after the change takes effect means you accept it.
Payment. You authorize us and our payment processors to charge the payment method you provide for all fees you incur. You are responsible for all applicable taxes other than taxes on our net income.
Automatic renewal. If a paid plan renews automatically, we will clearly disclose the renewal terms before you subscribe, and you may cancel online at any time effective at the end of the current billing period.
Refunds. Except where required by law or expressly stated by us in writing, fees are non-refundable, including for partial periods and unused features.
Non-payment. We may suspend or terminate the Service for unpaid fees.
Platform fees are separate. You are solely responsible for any fees charged by eBay, Shopify, payment providers, or other third parties.
8. Your content
"Your Content" means the photos, product information, descriptions, prices, costs, listings, messages, and other material you upload, enter, or connect to the Service, including data we receive from your connected platforms.
Ownership. As between you and us, you keep whatever ownership rights you have in Your Content.
License to us. You grant LISTR and its service providers a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to host, store, copy, reproduce, process, resize, adapt, analyze, transmit, display, and distribute Your Content: (a) to provide, maintain, secure, and support the Service; (b) to publish content to the platforms you direct; (c) to send it to AI and other service providers that process it for us; and (d) to analyze, develop, and improve the Service. This license lasts as long as Your Content is stored by us, and for any copies retained as described in our Privacy Policy.
Review by our team. You agree that our authorized personnel may access and review Your Content, including uploaded photos, product data, listings, and sales records, to operate, support, secure, and improve the Service, to bill for usage, to investigate suspected violations, and as described in our Privacy Policy.
Aggregated data. We may create aggregated or de-identified information from Your Content and your use of the Service (for example, statistics about categories, prices, and sell-through rates) that does not identify you. We own that information and may use and share it for any lawful purpose, during and after your use of the Service.
Your promises. You represent and warrant that you own or have all rights needed to upload Your Content and grant this license; that Your Content and your listings are accurate and lawful; and that they do not infringe, misappropriate, or violate anyone's intellectual property, privacy, publicity, or other rights.
Removal. We may, but are not obligated to, review, refuse, or remove any of Your Content at any time, for any reason, without notice.
9. Data about your customers
Some features process personal information about your buyers and storefront visitors, for example order details received from connected platforms and messages submitted through the contact-form feature. For that information:
you are responsible for giving any notices and obtaining any consents required by law for us to process it on your behalf;
you will use it only in compliance with applicable law and the policies of the platform it came from; and
we process it on your behalf to provide the Service, and do not sell it.
10. Acceptable use
You agree not to, and not to allow anyone else to:
list or sell counterfeit, stolen, illegal, recalled, hazardous, or prohibited items, or items you do not have the right to sell;
publish false, misleading, or deceptive listings, or misrepresent an item's identity, authenticity, origin, or condition;
infringe or violate anyone's intellectual property, privacy, publicity, or other rights;
violate any law, regulation, court order, or platform policy;
upload malware or content that is unlawful, harassing, sexually explicit, or otherwise objectionable;
access or use the Service through automated means (bots, scrapers, crawlers) except through features we provide, or interfere with, overload, or disrupt the Service or its infrastructure;
probe, scan, or test the vulnerability of the Service, or bypass any security, rate limit, or access control;
copy, modify, reverse engineer, decompile, or attempt to extract the source code, models, or prompts of the Service, except where applicable law expressly permits it despite this restriction;
resell, sublicense, or provide the Service to third parties, or use it to build a competing product;
use the Service to cause excessive AI usage or cost, or otherwise abuse it; or
help anyone else do any of the above.
11. Our intellectual property
The Service, including its software, design, text, graphics, logos, and the LISTR name and marks, is owned by LISTR or its licensors and protected by intellectual property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Service for your internal business purposes. We reserve all rights not expressly granted.
Feedback. If you send us ideas, suggestions, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without compensation or attribution.
12. Copyright complaints
If you believe material on the Service infringes your copyright, send a notice to jtconsulting581@gmail.com that includes: your physical or electronic signature; identification of the copyrighted work; identification of the allegedly infringing material and where it is located; your contact information; a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on its behalf. We may remove material and terminate the accounts of repeat infringers.
13. Suspension and termination
By you. You may stop using the Service at any time and may ask us to close your account by contacting us.
By us. We may suspend, limit, or terminate your access to all or part of the Service at any time, for any reason or no reason, with or without notice, including if we believe you have violated these Terms or the law, created risk or possible legal exposure for us, or failed to pay fees.
Effect. When your access ends, your license to use the Service ends. We may delete Your Content after termination, subject to our Privacy Policy, and we are not obligated to return it. Listings already published on third-party platforms are not removed automatically; you are responsible for managing them.
Survival. Sections 4, 5, and 7 through 22 survive termination, along with any other provision that by its nature should survive.
14. Disclaimers
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, ALL AI OUTPUT, AND ALL CONTENT AND FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. LISTR AND ITS OWNERS, MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS (THE "LISTR PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE ABOVE, THE LISTR PARTIES DO NOT WARRANT THAT: THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; AI OUTPUT, PRODUCT IDENTIFICATIONS, OR PRICE SUGGESTIONS WILL BE ACCURATE OR RELIABLE; LISTINGS WILL BE PUBLISHED, UPDATED, OR ENDED CORRECTLY OR ON TIME; INVENTORY WILL STAY IN SYNC OR ITEMS WILL NOT OVERSELL; YOUR CONTENT WILL NOT BE LOST OR CORRUPTED; OR ANY DEFECTS WILL BE CORRECTED. YOU USE THE SERVICE AT YOUR OWN RISK.
Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.
15. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LISTR PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, GOODWILL, OR DATA, COST OF SUBSTITUTE GOODS OR SERVICES, MARKETPLACE OR PLATFORM PENALTIES, ACCOUNT SUSPENSIONS, OR FEES, ARISING OUT OF OR RELATING TO THE SERVICE, AI OUTPUT, YOUR LISTINGS OR SALES, THIRD-PARTY PLATFORMS, OR THESE TERMS, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE LISTR PARTIES' TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).
These limitations are an essential part of the bargain between you and us and apply even if a limited remedy fails of its essential purpose. They do not limit liability that cannot be limited under applicable law, such as liability for fraud, or for gross negligence or willful misconduct where the law does not allow it to be limited.
16. Indemnification
To the fullest extent permitted by law, you will defend, indemnify, and hold harmless the LISTR Parties from and against all claims, demands, actions, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your Content; (b) your listings, items, sales, and dealings with buyers, platforms, and other third parties; (c) your use or misuse of the Service or AI Output; (d) your violation of these Terms, any law, or any platform policy; or (e) your violation of any third party's rights. We may assume the exclusive defense and control of any matter subject to indemnification by you, and you will cooperate with our defense. You may not settle any such matter without our prior written consent.
17. Release
To the fullest extent permitted by law, you release the LISTR Parties from all claims, known and unknown, arising out of or relating to disputes between you and buyers, marketplaces, platforms, or other third parties, and to third-party services and content. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You waive any similar law in any other jurisdiction.
18. Governing law
These Terms and any dispute between you and us are governed by the laws of the State of California, without regard to its conflict-of-laws rules, except that the Federal Arbitration Act governs Section 19. Subject to Section 19, you and we consent to the exclusive jurisdiction of the state and federal courts located in California for any dispute not subject to arbitration, and waive any objection to venue there.
19. Dispute resolution and arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
19.1 Informal resolution first
Before starting arbitration or a court case, you and we agree to try to resolve any dispute informally. The party raising the dispute must send written notice to the other (to us at jtconsulting581@gmail.com; to you at the email on your account) describing the dispute, the relief requested, and the sender's contact information. You and we will then negotiate in good faith for at least 60 days, which may include a telephone or video conference that the claimant participates in personally. This requirement is a condition to starting arbitration, and any limitations period is tolled while it runs.
19.2 Agreement to arbitrate
Except as provided in Section 19.3, you and LISTR agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or our relationship, whether in contract, tort, statute, or otherwise, and whether arising before or after you accepted these Terms ("Dispute"), will be resolved exclusively by final and binding arbitration. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this agreement to arbitrate, except as stated in Sections 19.5 and 19.9.
19.3 Exceptions
Either party may (a) bring an individual claim in small claims court if it qualifies and stays there, and (b) seek injunctive or other equitable relief in court to stop the actual or threatened infringement or misappropriation of intellectual property rights or unauthorized access to the Service.
19.4 Rules and procedure
The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (or, if you use the Service on behalf of a business and those rules do not apply, its Commercial Arbitration Rules), as modified by these Terms, available at adr.org. A single arbitrator will decide the Dispute. Unless you and we agree otherwise, any hearing will take place by video conference or in the county where you live; if a claim is for $10,000 or less, the arbitration will be decided on written submissions unless the arbitrator requires a hearing. Payment of filing, administration, and arbitrator fees will be governed by the AAA rules, and we will pay any fees that the AAA rules or applicable law require us to pay. The arbitrator may award the same individual relief a court could award, but only in favor of the individual party seeking relief and only to the extent needed to resolve that party's individual claim. The arbitrator's decision is final and may be entered as a judgment in any court with jurisdiction.
19.5 Class action and jury trial waiver
YOU AND LISTR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. YOU AND WE EACH WAIVE THE RIGHT TO A JURY TRIAL.
If this Section 19.5 is found unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), that claim or request will be severed and decided by a court after the arbitration of all other claims is complete, and the rest of Section 19 will still apply. A court, not an arbitrator, decides whether this Section 19.5 is enforceable.
19.6 Mass arbitration
If 25 or more similar demands for arbitration are filed against us by or with the help of the same or coordinated counsel, the demands will be administered in batches of up to 50 demands each (with only one batch filed, processed, and decided at a time, and one arbitrator per batch), the AAA's Mass Arbitration Supplementary Rules will apply where available, and fees will be assessed per batch to the extent permitted by the rules. The parties will select a bellwether batch to be decided first to help inform the resolution of the others. Any limitations period is tolled for claims in later batches while earlier batches proceed.
19.7 Time to bring claims
To the fullest extent permitted by law, any Dispute must be brought within one (1) year after it arises, or it is permanently barred.
19.8 30-day right to opt out
You may opt out of this agreement to arbitrate by emailing jtconsulting581@gmail.com within 30 days after you first accept these Terms, with the subject line "Arbitration Opt-Out" and your name, account username, and email address, stating that you opt out. Opting out does not affect any other part of these Terms, and does not affect any agreement to arbitrate you previously made with us.
19.9 Changes and severability
If we change this Section 19 after you accept it, you may reject the change by emailing us within 30 days after it takes effect, in which case the version you previously accepted will continue to apply. If any part of this Section 19 other than Section 19.5 is found unenforceable, the rest of it remains in effect. If Section 19.5 is found unenforceable in its entirety, then the entirety of this Section 19 (other than Section 19.7) will be null and void and the Dispute will be decided by a court as provided in Section 18.
20. Changes to these Terms
We may update these Terms from time to time. We will post the updated Terms with a new effective date and, for material changes, give you notice, for example by email or by asking you to accept the updated Terms when you next sign in. Changes take effect when posted unless we say otherwise, and do not apply retroactively to Disputes we had notice of before the change. If you do not agree to the updated Terms, you must stop using the Service. Your continued use of the Service, or your acceptance when prompted, means you agree to the updated Terms.
21. General terms
Entire agreement. These Terms, the Privacy Policy, and any terms we present for specific features are the entire agreement between you and us about the Service and supersede any prior agreements on that subject.
Electronic communications. You consent to receive communications from us electronically, including by email and in the Service, and agree that they satisfy any legal requirement that a communication be in writing. Your electronic acceptance of these Terms has the same effect as a handwritten signature.
Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign or transfer them, including in connection with a merger, acquisition, reorganization, or sale of assets, or to the company that operates LISTR once it is formed.
Severability. Except as provided in Section 19, if any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms will remain in full effect.
No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including outages or changes of third-party platforms, AI providers, hosting providers, or the internet, natural disasters, war, labor disputes, or government action.
Relationship. You and we are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.
No third-party beneficiaries. These Terms do not give any third party any rights, except that the LISTR Parties are intended beneficiaries of Sections 14 through 17.
Export and sanctions. You will comply with all applicable export control and sanctions laws and represent that you are not located in, or a resident of, a sanctioned country, nor on any government restricted-party list.
Interpretation. Headings are for convenience only. "Including" means "including without limitation." If there is a conflict between an English version of these Terms and a translation, the English version controls.
California notice. Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.