Borough

Borough legal

Terms of Service

1. Introduction

This User Agreement, the Mobile Application Terms of Use, and all policies and additional terms posted on and in our sites, applications, tools, and services (collectively, the “Services”) set out the terms on which Borough offers you access to and use of our Services. The Mobile Application Terms of Use, all policies, and additional terms posted on and in our Services are incorporated into this User Agreement. You agree to comply with all terms of this User Agreement when accessing or using our Services.

The entity you are contracting with is: Holy Grails LLC. In this User Agreement, Holy Grails LLC is referred to as "we" or "us," and the Services and marketplace operated under the Borough brand are referred to as "Borough."

Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved, including the “Disclaimer of Warranties; Limitation of Liability” and “Legal Disputes” provisions below. It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration unless you opt out of the Agreement to Arbitrate. If you do not opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you will only be permitted to seek relief, including monetary, injunctive, and declaratory relief, on an individual basis.

2. Community Guidelines

Borough is a community marketplace for buying, selling, discovering, and participating in marketplace activities involving sneakers, apparel, collectibles, accessories, and other products supported by Borough from time to time. We want Borough to be a trusted, respectful, and authentic place for the community. By using the Services, you agree to follow these Community Guidelines, as well as all applicable laws and the other terms and policies that govern your use of the Services.

Authenticity and Accuracy

  • List and sell only authentic items and accurately describe each item.
  • Do not list counterfeit, replica, unauthorized, stolen, fraudulent, or otherwise prohibited items.
  • Clearly disclose material flaws, defects, wear, alterations, missing components, or other conditions that could reasonably affect a buyer’s decision.
  • Use accurate photographs, descriptions, sizes, brands, model information, and other listing details.
  • Do not materially misrepresent an item’s condition, authenticity, provenance, availability, or value.

Respectful Conduct

  • Treat other users, sellers, buyers, and Borough personnel respectfully.
  • Do not harass, threaten, intimidate, bully, stalk, impersonate, or target another person.
  • Do not use discriminatory, hateful, or abusive content directed at another person or protected group.
  • Do not engage in conduct intended to disrupt, intimidate, or undermine the Borough community.

Marketplace Integrity

  • Do not manipulate prices, listings, transactions, ratings, reviews, draws, Rewards, or other marketplace systems.
  • Do not use bots, scripts, automated purchasing tools, multiple accounts, or other methods designed to obtain an unfair advantage unless expressly authorized by Borough.
  • Do not create fraudulent transactions, fake sales, fake accounts, fake reviews, or misleading engagement.
  • Do not attempt to circumvent fees, payment requirements, shipping requirements, account restrictions, eligibility requirements, or other Borough rules.
  • Do not move transactions off Borough for the purpose of avoiding Borough fees, protections, verification requirements, or other marketplace controls.

Draws and Promotions

  • Participate in draws and other promotional or marketplace activities only through the methods Borough makes available.
  • Do not manipulate entries, eligibility, timing, selection processes, or other draw mechanics.
  • Do not use multiple accounts or automated methods to obtain an unauthorized advantage in a draw.
  • Where applicable, alternative methods of entry, eligibility requirements, entry limits, Rewards, fees, selection procedures, and other draw terms will be disclosed in the applicable activity or related terms.
  • Borough may restrict or remove entries, accounts, listings, or activity that it reasonably believes violates applicable rules or is intended to manipulate an activity.

Safety and Lawful Use

  • Do not use Borough to facilitate illegal transactions or activities.
  • Do not list or transact in products prohibited by applicable law or Borough policy.
  • Do not upload content that contains malware or is designed to compromise another person’s device, account, information, or security.
  • Do not attempt to gain unauthorized access to Borough systems, accounts, data, or infrastructure.

Privacy and Personal Information

  • Do not publicly post, sell, distribute, or misuse another user’s private or personal information.
  • Do not use information obtained through Borough for unsolicited marketing, harassment, fraud, or other purposes unrelated to legitimate use of the Services without the required consent.

Content and Communications

  • Keep messages, comments, listings, usernames, and other content relevant to the Borough community.
  • Do not send spam, scams, phishing attempts, malicious links, or unsolicited commercial messages.
  • Do not upload content that infringes another person’s intellectual property, privacy, publicity, or other rights.

Enforcement

Borough may review reports and activity on the Services and may remove content, cancel or restrict transactions, limit marketplace or account functionality, withhold or reverse Rewards or other benefits where permitted, suspend or terminate accounts, restrict participation in draws or other activities, or take other appropriate action when these guidelines or other Borough policies are violated.

These guidelines are intended to promote a safe and trustworthy marketplace. They do not limit Borough’s rights under this User Agreement or other applicable policies and terms.

3. Using Borough

In connection with using or accessing our Services, you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations. You agree that you will not:

  • Post, list, or upload content or items in inappropriate categories or areas on our sites.
  • Breach or circumvent any laws, regulations, third-party rights, or our systems, Services, policies, or determinations of your account status.
  • Use our Services if you are not able to form legally binding contracts, if you are temporarily or indefinitely suspended from using our Services, or if you are a person with whom transactions are prohibited under economic or trade sanctions.
  • Fail to pay for items purchased by you unless you have a valid reason under Borough policy.
  • Fail to deliver items sold by you unless you have a valid reason under Borough policy.
  • Manipulate the price of any item or interfere with any other user’s listings.
  • Post false, inaccurate, misleading, deceptive, defamatory, or libelous content.
  • Take any action that may undermine feedback or ratings systems.
  • Transfer your Borough account, including Feedback and user ID, to another party without our consent.
  • Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes.
  • Distribute viruses or any other technologies that may harm Borough or the interests or property of users.
  • Use any robot, spider, scraper, data mining tool, data gathering and extraction tool, or other automated means to access our Services without Borough’s prior express permission.
  • Interfere with the functioning of our Services, including by imposing an unreasonable or disproportionately large load on our infrastructure.
  • Export or re-export any Borough application or tool except in compliance with applicable export control laws, rules, and policies.
  • Infringe any Intellectual Property Rights that belong to or are licensed to Holy Grails LLC.
  • Infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services, or post content that does not belong to you.
  • Commercialize any Borough application, or any information or software associated with such application, except with Borough’s prior express permission.
  • Harvest or otherwise collect information about users without their consent.
  • Circumvent any technical measures used to provide our Services.

You agree to meet Borough’s minimum performance standards and to comply with all applicable listing requirements, policies, and procedures. Failure to meet these standards may result in restrictions on your account, cancellation of transactions, fees, suspension, or termination of your access to the Services.

If we believe you are abusing Borough or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account and access to our Services; delay or remove hosted content; remove any special status associated with your account; remove, not display, or demote listings; reduce or eliminate discounts; and take technical or legal steps to prevent you from using our Services. If we believe you are violating our policies prohibiting offers to buy or sell outside of Borough, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees, and recovery of expenses for policy monitoring and enforcement. If you are a seller and you offer or reference your contact information, or ask a buyer for their contact information in the context of buying or selling outside of Borough, you may be liable to pay a final value fee applicable to that item, even if the item does not sell.

We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.

4. Policy Enforcement

When a buyer or seller issue arises, we may consider the user’s performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate this Agreement with anyone, for any reason at our discretion.

5. Fees and Taxes

The fees we charge for using our Services are listed in further detail below. We may change our seller fees from time to time by posting the changes on the Borough site 24 hours in advance, but no advance notice is required for temporary promotions or for changes that reduce fees.

If you are a seller or buyer, you are liable for transaction fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of Borough. In particular, if you offer or reference your contact information, or ask a buyer for their contact information in the context of buying or selling outside of Borough, you may be liable to pay a final value fee applicable to that item, even if the item does not sell, given your use of our Services for the introduction to a buyer.

You must have a payment method on file when selling through our Services and must pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, retaining collection agencies and legal counsel, suspending or limiting Services, and, for accounts over 60 days past due, requesting that Stripe deduct the amount owed from your account balance. In addition, you will be subject to late fees. Borough, or the collection agencies we retain, may also report information about your account to credit bureaus, and late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute information a collection agency reported to a credit bureau regarding your Borough account, you must contact the collection agency directly.

In any jurisdiction where Borough has an obligation to collect sales taxes on sales you make using our Services, we may collect such sales taxes from you through the payment method on file under the terms of the Billing Agreement or by any other means available to us.

Seller fees do not purchase exclusive rights to item exposure on our Services. We may display third-party advertisements, including links and references, or other content in any part of our Services, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.

6. Listing Conditions

When listing an item for sale on our Services, you agree to comply with Borough’s listing policies and selling practices policy. You also agree that:

  • You assume full responsibility for the item offered and for the accuracy and content of the listing.
  • Your listing may not be immediately searchable by keyword or category for several hours, or up to 24 hours in some circumstances. Borough cannot guarantee exact listing duration.
  • The content you provide must comply with all of our listing policies, including our images and text policy.
  • Content that violates any of Borough’s policies may be modified, obfuscated, or deleted at Borough’s sole discretion.
  • We may revise product data associated with listings to supplement, remove, or correct information.

We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:

  • The buyer’s location, search query, browsing site, and history.
  • The item’s location, listing format, price, shipping cost, terms of service, end time, history, and relevance to the user query.
  • The seller’s history, including listing practices, Detailed Seller Ratings, Borough policy compliance, Feedback, and defect rate.
  • The number of listings matching the buyer’s query.

To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer. Borough’s duplicate listings policy may also affect whether your listing appears in search results. Metatags and URL links included in a listing may be removed or altered so as not to affect third-party search engine results.

We may provide optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results may vary for individual listings. To support the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other sellers.

For items listed in certain categories, subject to certain programs, or offered or sold at certain price points, Borough may require the use of certain payment methods, subject to our payment methods policy.

You will not sell, and will promptly remove all listings for, any product recalled by a manufacturer or governmental agency if the sale of the product is prohibited by law or regulation or the product poses a health or safety hazard as specified by any governmental agency. Borough has no responsibility or liability for the safety or performance of any product that you list or sell through the Services, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of, any product you list or sell through the Services.

7. Purchase Conditions

When buying an item on our Services, you agree to the rules and policies for buyers and acknowledge that:

  • You are responsible for reading the full item listing before committing to buy.
  • You enter into a legally binding contract to purchase an item when you commit to buy an item, or your offer for an item is accepted
  • Borough does not transfer legal ownership of items from the seller to you; ownership transfers directly between the buyer and seller.

Borough is a marketplace that allows users to buy and sell items, including sneakers, apparel, collectibles, accessories, and other products supported by Borough. Users may purchase eligible items directly from sellers through the marketplace (“Regular Purchases”) or, where offered, participate in timed draws for eligible items (“Draws”).

For a Regular Purchase, a buyer agrees to purchase an item directly from the seller at the price and under the terms displayed in the applicable listing. The actual contract for the sale of the item is directly between the buyer and seller. Borough facilitates the transaction through its Services but is not the seller of the item and is not a party to the underlying sale.

Where Borough offers a Draw, a seller may make an eligible item available through a timed Draw. The seller determines the item being offered and, subject to Borough’s applicable requirements and policies, the price, duration, entry details, and other terms of the Draw.

Eligible users may participate in a Draw using the entry methods made available by Borough. Where applicable, participants may receive Rewards in connection with their participation. Rewards may be used for eligible future purchases, Draw entries, or other purposes specified by Borough.

At the conclusion of a Draw, one eligible participant will be selected at random as the winner of the item, subject to the applicable Draw terms and eligibility requirements.

Where an alternative method of entry is offered, participants using that method will have the same odds as participants using any other eligible method of entry.

Where an alternative method of entry is available, eligible participants may request free Rewards through the alternative method specified by Borough by contacting Borough at the designated support or customer service address provided in the Services. Any alternative method of entry will be subject to the same eligibility requirements and odds as paid entries, and Borough may establish reasonable limits on requests consistent with applicable law and the applicable Draw terms.

If a selected winner's required payment cannot be successfully processed, the winning selection may be cancelled and another eligible winner may be selected in accordance with the applicable Draw terms.

Following completion of a Draw and satisfaction of applicable payment and other requirements, Borough will facilitate the applicable transaction and the seller will be responsible for shipping the item to the winning participant in accordance with Borough's shipping and seller requirements.

Borough's Role

Borough provides the marketplace and technology that facilitate Regular Purchases and Draws. Borough is not a seller of items listed by users, is not a traditional auctioneer, and is not a party to the underlying contract of sale between a buyer and seller.

Any guidance provided by Borough regarding pricing, shipping, listings, authenticity, sourcing, or other marketplace matters is provided for informational purposes only. Users are responsible for making their own purchasing and selling decisions.

Borough may provide programs or tools to assist with disputes between buyers and sellers, but Borough does not guarantee the existence, quality, safety, authenticity, legality, or availability of any item listed through the Services; the accuracy or truthfulness of any user's content or listing; a seller's ability or willingness to complete a sale; a buyer's ability or willingness to complete a purchase; or that a buyer or seller will complete a transaction or accept or process a return.

Apple

Apple does not sponsor, administer, or endorse Borough's marketplace, Regular Purchases, Draws, Rewards, or other marketplace activities. Apple is not a party to any transaction between Borough users and is not responsible for any Draw, purchase, item, payment, fulfillment, dispute, or other activity conducted through the Services.

8. Content

When you provide content using our Services, directly or indirectly, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right, through multiple tiers, to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted by applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Borough, our assignees, our sublicensees, and their assignees in connection with such use.

You represent and warrant that, for all content you provide, you own or otherwise control all necessary rights to provide that content and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate and that use of the content, including derivative works, by us, our users, or others in contract with us and in compliance with this User Agreement does not and will not infringe any Intellectual Property Rights of any third party. Borough takes no responsibility and assumes no liability for any content provided by you or any third party.

We offer product data, including images, descriptions, and specifications, that is provided by third parties, including Borough users. You may use that content solely in your Borough listings. Borough may modify or revoke that permission at any time in our sole discretion. The product data includes copyrighted, trademarked, and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create derivative works based on that data, other than by including the data in your listings.

We try to offer reliable product data, but cannot promise that the content provided through our Services will always be available, accurate, complete, and up to date. You agree that Borough is not responsible for examining or warranting the listings or content provided by third parties through our Services, and that you will not attempt to hold us or our data providers liable for inaccuracies.

The name “Borough” and all other Borough names, logos, trademarks, service marks, trade names, designs, and other brand features (collectively, the “Borough Marks”) are owned by, licensed to, or used by Holy Grails LLC. You may not use, reproduce, modify, distribute, or display any Borough Marks without our prior written permission. Nothing in this User Agreement grants you any right or license to use the Borough Marks except as expressly permitted by us in writing.

Pursuant to Section 512(c) of Title 17 of the United States Code

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. Borough’s Verified Rights Owner (VeRO) program works to ensure that items and content using our Services do not infringe the copyright, trademark, or certain other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, please notify our VeRO team at our support email and we will investigate. Learn how to submit a notice to Borough.

10. Holds and Restricted Funds

To protect Borough from risk of liability for your actions as a seller, Borough has at times recommended, and may continue to recommend, that Stripe restrict access to funds in a seller’s Stripe account based on certain factors, including, but not limited to, selling history, seller performance, returns, the riskiness of the listing category, transaction value, or the filing of a Borough Money Back Guarantee case. This may result in Stripe restricting funds in your Stripe account.

In connection with managed payments, we may also restrict seller access to funds based on the factors described in the Payments Terms of Use.

11. Authorization to Contact You; Recording Calls; Analyzing Message Content

Borough may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Borough may also contact you using autodialed or prerecorded calls and text messages for marketing purposes, such as offers and promotions, if you consent to such communications. Our collection, use, disclosure, retention, and protection of your personal information is governed by the User Privacy Notice. As described in our User Privacy Notice, Borough may collect other telephone numbers for you and may place manual non-marketing calls to any of those numbers and autodialed non-marketing calls to any landline. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits. If you do not wish to receive such communications, you may change your communication preferences at any time, including through the Communication Preferences section of My Borough.

Borough may share your telephone number with its authorized service providers. These service providers may contact you using autodialed or prerecorded calls and text messages only as authorized by Borough to carry out the purposes identified above.

Borough may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Borough or its agents for quality control and training purposes, or for its own protection.

Borough’s automated systems scan and analyze the contents of every message sent through its messages platform, including messages between users, to detect and prevent fraudulent activity or violations of Borough’s User Agreement, including the incorporated terms, notices, rules, and policies. This scanning and analysis may occur before, during, or after the message is sent, or while in storage, and may result in your message being delayed or withheld. Borough may store message contents, including to conduct this scanning and analysis.

Privacy of Others; Marketing

If Borough provides you with information about another user, you agree that you will use the information only for the purposes for which it is provided. You may not disclose, sell, rent, or distribute a user’s information to a third party for purposes unrelated to our Services. Additionally, you may not use user information for marketing purposes, whether by electronic or other means, unless you obtain the consent of the specific user to do so.

12. Additional Terms

Returns, Refunds and Cancellations

When an item is returned, you, as the seller, authorize Borough to request that Stripe remove the refund amount, in the same or another currency, from your Stripe account, place the amount on your invoice, and/or charge your payment method on file in order to refund the buyer.

The cost of return shipping for an item that is not as described is the seller’s responsibility. You, as the seller, authorize Borough to place the return shipping label cost on your invoice, subject to your automatic payment method on file, when a Borough-generated return shipping label is used and the seller is responsible for its cost; returns have been automated; you fail to send your buyer a return shipping label and a Borough-generated shipping label is used instead; and/or a transaction is cancelled and a refund is required.

Borough Money Back Guarantee

Most Borough sales go smoothly, but if there is a problem with a purchase, the Borough Money Back Guarantee helps buyers and sellers communicate and resolve issues. You agree to comply with the applicable policy and permit Borough to make a final decision on any Borough Money Back Guarantee case.

If you, as the seller, choose to reimburse a buyer, or are required to reimburse a buyer or Borough under the Borough Money Back Guarantee, you authorize Borough to request that Stripe remove the reimbursement amount, in the same or another currency, from your Stripe account, place the amount on your invoice, and/or charge your payment method on file. If we cannot obtain reimbursement from you, we may collect the outstanding sums using other collection mechanisms, including retaining collection agencies.

If a buyer is entitled to a refund under the Borough Money Back Guarantee or an applicable Borough refund or return policy, Borough may refund the amount paid by the buyer for the applicable transaction, subject to the terms and limitations of the applicable policy. The refund amount may be deducted from or charged to the seller's account or payment method, as applicable.

If a seller cancels a transaction or listing, Borough may require the seller to reimburse the buyer for amounts paid in connection with the cancelled transaction. The seller will be responsible for applicable refunds and any fees associated with the cancellation, and Borough may debit the seller's account or charge the seller's payment method on file to recover those amounts.

Sellers may be charged a cancellation fee equal to 5% of the seller's total listing price if the seller cancels an item listing more than 12 hours after the applicable listing period has expired.

Sellers may be charged a late fee equal to 5% of the seller's total listing price on any order that has not been shipped to the customer within 72 hours, unless otherwise provided by applicable Borough policy. The seller may be charged an additional 5% for any order cancelled by Borough due to the seller's failure to ship. Borough may debit the seller's account or charge the seller's payment method on file if a seller fails to ship an order within the required timeframe or otherwise fails to fulfill an order.

Sellers may be charged a counterfeit fee equal to 20%, up to $100, of the seller's total listing price if a final determination establishes that an item is counterfeit, is not authentic, or materially does not match the item's listing description. In addition to any applicable fee, the seller will be responsible for reimbursing affected buyers and may be responsible for transaction or processing fees associated with refunds. Borough may debit the seller's account or charge the seller's payment method on file to recover amounts owed and may suspend or permanently deactivate a seller's account for violations involving counterfeit, fraudulent, or materially misrepresented items.

Customers must notify Borough within 72 hours of receiving an item that does not match the applicable item description, unless a different period is provided by the applicable Borough policy.

Borough may suspend the Borough Money Back Guarantee, in whole or in part, without notice if we suspect abuse, fraud, manipulation, or interference with the proper operation of the policy.

The Borough Money Back Guarantee is subject to its applicable terms and policies. Borough reserves the right to determine eligibility for coverage and the appropriate resolution of a claim based on the circumstances of the transaction and the applicable policies.

13. Managed Payments

When we enable your account for managed payments, each transitioned Borough seller registered in the United States must, as directed by the payments entity, continue to list and sell on Borough by meeting the requirements below.

  • Provide the payments entity with information about you and/or your business to meet its compliance requirements, including requirements involving identity verification, anti-money laundering controls, and sanctions screening under applicable laws and policies.
  • Pass such verification and screening and otherwise meet the compliance requirements of the payments entity, as determined by the payments entity.
  • Provide bank account information for a U.S.-based checking account so the payments entity can link that checking account to your Borough account and pay you.

In addition, the payments entity may obtain information about you from third parties to verify your identity, comply with anti-money laundering and sanctions-screening obligations, and support other purposes related to managed payments.

The payments entity may use third-party payment service providers to assist in providing managed payments services, including companies that process payments, perform risk assessments, such as credit agencies, conduct compliance checks, verify identity, and validate payment methods. Borough, the payments entity, and their affiliates may send personal data associated with you and your account to those third parties.

The payments entity may, in its sole discretion, manage payments on your behalf even if you have not provided all requested information, and the payments entity may withhold payouts pending receipt of such information.

The complete terms governing sellers’ use of managed payments are available in the Payments Terms of Use and are incorporated into this User Agreement. You agree to the Payments Terms of Use to the extent applicable to you, whether or not your account has been enabled for managed payments.

The contract for sale underlying the purchase of goods is directly concluded between the seller and buyer in the same manner as transactions for which the payments entity does not manage payments. If you are a buyer completing a purchase from a seller using managed payments, you may pay for such items using the payment methods the payments entity makes available, and the payments entity will manage settlement to sellers.

By completing purchases from sellers who use managed payments, buyers authorize the payments entity to initiate payments using the buyers’ selected payment method and collect transaction amounts on behalf of sellers. Accordingly, payments received by the payments entity from buyers satisfy buyers’ obligations to pay sellers in the amount of payments received.

In certain instances, your transaction may be declined, frozen, or held for reasons including suspected fraud, anti-money laundering compliance, compliance with economic or trade sanctions, Borough’s internal risk controls, potential violations of any policy of Borough or the payments entity, or a policy of one of the payments entity’s third-party payment service providers.

Payment information submitted through the Services may be collected and processed by Borough and/or third-party payment service providers, including payment processors that Borough uses to facilitate transactions. To the extent payment card information is processed or stored by a third-party payment provider, that provider may handle such information in accordance with its own terms and privacy policies. Borough may receive and retain certain transaction-related information, such as payment tokens, transaction identifiers, billing information, or other information necessary to process payments, prevent fraud, administer transactions, and comply with applicable legal and regulatory requirements. At any time, you can update your card information or enter new card information, at which point the new card information will be stored as your default payment method. You may make changes to your default payment method within the Borough app. You are responsible for maintaining the accuracy of information we have on file, and you consent to Borough updating such stored information from time to time based on information provided by you, your bank, or other payment service providers. You will only provide information about payment methods that you are authorized to use.

You may seek returns or cancellations on our Services, or file Borough Money Back Guarantee claims on our Services, in the same manner as you do for transactions for which the payments entity does not manage payments. The payments entity refunds amounts paid for successful Borough Money Back Guarantee claims and returned or cancelled transactions in cases where the original payment was managed by the payments entity. Refund timing may vary in accordance with the rules of third parties, such as credit and debit card networks.

You agree to comply with, and not cause a third party to violate, all applicable laws, regulations, rules, and terms and conditions in connection with the use of managed payments. You understand that some third parties, such as credit and debit card issuers, credit and debit card networks, and payment service providers, may have their own terms and conditions for the payment or settlement methods you choose to use in connection with managed payments transactions. Failure to abide by third-party terms and conditions may result in fees assessed to you, such as currency conversion fees from your credit card issuer if the transaction currency differs from your credit card currency, or other actions taken by such third parties. You agree that the payments entity has no control over, and is not responsible or liable for, such fees or actions.

14. Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee continuous operation of, or access to, our Services. Draw updates, transaction updates, and other notification functionality in Borough’s applications may not occur in real time. Such functionality is subject to delays beyond Borough’s control.

You agree that you use our Services at your own risk and that the Services are provided on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms, and conditions, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, in no event will Borough, including our parent, subsidiaries, affiliates, officers, directors, agents, and employees, be liable to you or any third party under any claim at law or in equity for any consequential damages or losses, including, but not limited to, loss of money, goodwill, reputation, profits, other intangible losses, or any special, indirect, or consequential damages. All such damages or losses are expressly excluded by this Agreement whether or not they were foreseeable or Borough was advised of such damages or losses.

Without limiting the generality of the foregoing, we, including our parent, subsidiaries, affiliates, officers, directors, agents, and employees, are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:

  • The content you provide, directly or indirectly, using our Services.
  • Your use of, or inability to use, our Services.
  • Pricing, shipping, format, or other guidance provided by Borough.
  • Delays or disruptions in our Services.
  • Viruses or other malicious software obtained by accessing or linking to our Services.
  • Glitches, bugs, errors, or inaccuracies of any kind in our Services.
  • Damage to your hardware device from the use of any Borough Service.
  • The content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items.
  • A suspension or other action taken with respect to your account or breach of the Abusing Borough section above.
  • The duration or manner in which your listings appear in search results as set out in the Listing Conditions section above.
  • Your need to modify practices, content, or behavior, or your loss of, or inability to do, business as a result of changes to this User Agreement or our policies.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

To the maximum extent permitted by applicable law, if Borough, Holy Grails LLC, or any of our respective parents, subsidiaries, affiliates, officers, directors, agents, employees, contractors, or service providers is found to be liable for any claim arising out of or relating to the Services or this User Agreement, our total aggregate liability to you or any third party will not exceed the greater of: (a) the total fees you paid to Borough during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) $100.

Nothing in this User Agreement limits or excludes liability that cannot be limited or excluded under applicable law.

15. Release

If you have a dispute with one or more users, you release us, including our affiliates, subsidiaries, officers, directors, employees, and agents, from claims, demands, and damages, whether actual or consequential, of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections, whether statutory or otherwise, that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favor at the time you agree to this release.

16. Indemnity

You will indemnify and hold us, including our affiliates, subsidiaries, officers, directors, employees, and agents, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services, or your breach of any law or the rights of a third party.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND BOROUGH HAVE AGAINST EACH OTHER ARE RESOLVED.

In this Legal Disputes Section, the term “related third parties” includes your and Borough’s respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Borough’s, and these entities’ respective employees and agents.

You and Borough agree that any claim or dispute at law or equity that has arisen, or may arise, between you and Borough or any related third parties, and that relates in any way to or arises out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of Borough or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

A. Applicable Law

This User Agreement and any claim or dispute arising out of or relating to this User Agreement or the Services will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles, except to the extent federal law or applicable law requires otherwise.

B. Agreement to Arbitrate

You and Borough each agree that any and all disputes or claims that have arisen, or may arise, between you and Borough or any related third parties, and that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Services, the actions of Borough or its agents, or any products or services sold, offered, or purchased through our Services, shall be resolved exclusively through final and binding arbitration, rather than in court.

Alternatively, you may assert your claims in small claims court if your claims qualify, so long as the matter remains in such court and proceeds only on an individual, non-class, and non-representative basis. The amount that may be sought in small claims court shall be limited to the amount permitted under applicable law and the applicable jurisdiction's small claims court rules.

Except as otherwise provided in this Agreement, you and Borough agree that any arbitration or small claims proceeding must be brought on an individual basis and may not be consolidated with the claims of another person or pursued as a class, collective, representative, or private action. attorney general

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND BOROUGH AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND BOROUGH AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF, INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF, ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF REQUIRED BY THAT PARTY’S INDIVIDUAL CLAIMS. ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or request for a remedy, such as a request for injunctive relief, then that claim or remedy request, and only that claim or remedy request, must be severed from the arbitration and may be brought in court pursuant to Section 17.C below, subject to your and Borough’s right to appeal the court’s decision. All other claims will be arbitrated.

Arbitration Procedures

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individualized basis that a court can award to an individual. An arbitrator should apply the terms of this User Agreement as a court would.

The arbitration will be administered by a third-party arbitrator in accordance with the applicable arbitration rules and procedures.

To initiate arbitration, you must first provide Borough with written notice of the dispute and your intent to seek arbitration. The notice must include your name, account information, a description of the dispute, the relief requested, and a statement that you intend to initiate arbitration if the dispute is not resolved. The notice must be sent using the legal notice or dispute-resolution contact information designated by Borough in the Services or in this User Agreement. Borough will have a reasonable opportunity to attempt to resolve the dispute before arbitration is initiated. It is your responsibility to keep your physical address up to date.

To be valid, you must personally sign the notice and complete all information required on the notice form, including a description of the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your Borough account.

If you and Borough are unable to resolve the claims described in a valid notice within 30 days after Borough receives that notice, you or Borough may initiate arbitration proceedings. If Borough initiates arbitration against you, it will send a copy of the completed notice to the physical address we have on file associated with your Borough account. Any settlement offer made by you or Borough shall not be disclosed to the arbitrator.

If you are a resident of the United States, the arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. Unless otherwise required by applicable law or the applicable arbitration rules, the arbitrator may determine whether the dispute will be resolved based on written submissions, remotely, by telephone, or through an in-person hearing. In cases where an in-person hearing is held, you and/or Borough may attend by telephone unless the arbitrator requires otherwise. The language of the arbitration will be English.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but shall be bound by rulings in prior arbitrations involving the same Borough user to the extent be final and binding, and judgment on required by applicable law. The arbitrator’s award shallthe award rendered by the arbitrator may be entered in any court having jurisdiction.

Costs of Arbitration

Each party will be responsible for its own attorneys’ fees and costs unless otherwise provided by applicable law, the applicable arbitration rules, or a written agreement between the parties. Arbitration fees and costs will be allocated in accordance with the applicable arbitration rules and applicable law. If the arbitrator determines that the claims you assert in arbitration are frivolous, you agree to reimburse Borough for all fees associated with the arbitration that Borough paid on your behalf and that you otherwise would be obligated to pay under the arbitrator’s rules. If the dispute is handled in court, you agree to pay Borough’s fees and costs associated with court proceedings.

Severability

If an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the remaining parts of this Agreement to Arbitrate shall still apply.

Opt-Out Procedure

IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT OUT”) BY EMAILING US A WRITTEN OPT-OUT NOTICE. THE OPT-OUT NOTICE MUST BE SENT NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME.

For your convenience, we are providing an Opt-Out Notice form. You must complete and email that form to us in order to opt out of the Agreement to Arbitrate. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address, including street address, city, state, and ZIP code, and the user ID(s) and email address(es) associated with the Borough Service account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of this User Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

Future Amendments to the Agreement to Arbitrate

Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate, other than an amendment to any notice address or site link provided herein, that amendment shall not apply to any claim that was filed in a legal proceeding against Borough before the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Borough. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms at least 24 hours before the effective date of the amendments and by providing notice through the Borough Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 24-hour period and you will not be bound by the amended terms.

To the extent a dispute is not subject to arbitration and may properly be brought in court, you agree that the state and federal courts located in the Commonwealth of Virginia will have exclusive jurisdiction over the dispute, except where applicable law requires that a claim be brought in another court or jurisdiction. You consent to the personal jurisdiction and venue of such courts for those purposes.

18. General

Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void, or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

Headings are for reference purposes only and do not limit the scope or extent of any section.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee that we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 24 hours’ notice by posting the amended terms. Additionally, we will notify you through the Borough Message Center and/or by email. Your continued access to or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a Borough representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

Without limiting Borough’s ability to refuse, modify, or terminate all or part of our Services, Borough may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.

The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on the Borough Service.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by this User Agreement.

The User Agreement and all terms and policies posted through our Services set forth the entire understanding and agreement between you and Borough and supersede all prior understandings and agreements of the parties.

The following sections survive any termination of this User Agreement: Fees, Content, Holds and Restricted Funds, Managed Payments, Additional Terms, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.