User Policies

Effective date: November 28, 2023

Buyer Policies

General

We want to maintain a safe, fair, and enjoyable platform where Communities can be used to facilitate communications and commerce among Users, including Buyers, Sellers, Moderators, and Community Owners.  If you are a Buyer, we ask that you review and understand our policies, including the Replay Interactive Technologies User Agreement (the “User Agreement”), which incorporates these Buyer policies (the “Buyer Policies”) by reference, before you take an action that results in a commitment to buy an item that is listed on the platform.  By making an offer to buy an item or entering into a commitment to buy an item listed for sale, you are agreeing to of all our rules and policies, including the User Agreement.  The terms utilized in the Buyer Policies have the meanings ascribed to them in the User Agreement unless otherwise defined in the Buyer Policies.  Any use of the words“you” and “your” in the Buyer Policies is a reference to you as the Buyer and any use of the words “us” “we” and “our” is a reference to Replay as the operator of the platform that is providing you the Services.

Acknowledgement Regarding Sellers

You agree that you are not buying directly from Replay (unless an item has been listed for sale on the platform by Replay,in which case Replay is considered a Seller), but from one of the many independent Sellers offering merchandise for sale on the Replay platform.  Replay does not pre-screen Sellers or items and therefore does not guarantee or endorse any items sold on Replay or any Content posted by any Users, including but not limited to photographs, videos, or language used in item listings.

Selling Fees and Processing Fees

Buyers are not responsible for any selling fees or processing fees that are charged by Replay or Community Owners.  Buyers agree that a portion of the payments they make for the items that they purchase on the platform may be allocated to Replay or Community Owners as fees for the functions that they provide for the Community.

Payment Methods

Buyers must use the embedded payment tool on the platform to pay for any items they purchase.  The platform provides credit card, debit card,and PayPal payment options for Buyers. Do not commit to purchase an item on the platform unless you have a valid form of one of these three payment options available to complete the transaction.  Paying for an item through any method outside of the embedded payment tool on the platform is strictly prohibited unless you have requested a payment method exception from Replay by submitting a customer service ticket detailing the item and amount to be paid AND Replay has given you approval in writing to use a separate payment method.  You will not attempt to avoid the payment of any fees owed to Replay or Community Owners by paying for items outside of the payment processing features on the platform. Any violation of this policy may result in immediate suspension or deletion of your account.

Rules About Unpaid Items

When Seller has accepted your offer to purchase an item or you win an auction item, you are obligated to complete the purchase by making full payment for the item using the payment processing feature on the platform.

If you don’t pay within 24 hours after purchase, Seller can open an unpaid item case by submitting a customer service ticket to Replay.  We will notify you as soon as possible if this happens.  If you still don’t pay or reach some other agreement with Seller, Replay may record the unpaid item on your User account and may suspend or terminate your account. Seller can cancel the item sale if you do not pay within 72 hours after your agreement to purchase the item.

Return Policies

Each item sold must have a return policy indicated on the platform by Seller. Sellers must choose from one of two return policies when they list each item for sale: (1) a standard 30-day return policy; or (2) a no return policy.  You are agreeing to the return policy that is identified in the item description when you purchase an item using Replay’s Services.  See “Returns” below for additional information.

Shipping Timeframes and Methods

Each item sold by a Seller has a specific handling time identified by Seller in the listing and you are agreeing to the handling time when you purchase an item and will not attempt to cancel a transaction prior to the handling time elapsing without Seller providing a shipping confirmation.  If a Seller has not provided a shipping confirmation within the handling time for an item, you must submit a customer service ticket to Replay identifying the item and date of purchase and indicate that you have not received a shipping confirmation.  If Seller has not provided a shipping confirmation within 24 hours after you submit your customer service ticket you can cancel the purchase.  If you cancel a purchase, Replay will attempt to confirm with Seller that the sale has been cancelled for non-shipment and upon the earlier of receiving confirmation from Seller or three business days from the date you submitted your customer service ticket, Replay will process a refund to you for the item and cancel the transaction.

Sellers can utilize any form of shipment that they choose for the delivery of the item(s) you purchase.  Sellers are required to use a shipment method that provides a tracking number if the item(s) they are shipping to you have an aggregate value of $35 or higher. Tracking numbers must be entered into the platform by Sellers and you can view them on the platform.

Shipping Issues

Sellers are responsible for any shipping issues until the carrier has delivered the item(s) purchased to Buyer’s address as verified in the carrier’s tracking system. If there is any issue with a shipment, including loss of items or damage to items, that occurs after the shipping carrier has marked a shipment delivered to Buyer, Buyer must file a claim for reimbursement with the applicable shipping carrier and provide a copy of the claim to Replay by creating a customer service ticket and attaching all documents evidencing the claim.  Replay does not bear any responsibility for any lost, damaged, or delayed shipments and Buyer agrees to work directly with Seller to resolve any issue that may arise due to a shipping carrier’s services.

Cancellations, Returns, Refunds, and Exchanges

Seller Cancellations.  If a Seller is unable to complete a transaction for any reason, Seller must notify you in writing as soon as possible that the transaction is being cancelled and submit a customer service ticket requesting cancellation of the transaction to Replay, including the name of the item, the Purchase Price, and the reason for the cancellation.  If Buyer has already submitted payment and Seller has not yet received Seller’s net payment for the transaction, Replay will immediately refund Buyer’s payment for the item.  If Buyer has submitted payment and Seller has already received Seller’s net payment for the transaction, Replay will process a refund to you after we have received the return of funds for the item sale from Seller.  

You agree that Sellers may cancel a transaction without violating the terms of the User Agreement under the following circumstances:

·      Buyer did not pay within 24 hours after purchase and Seller did not agree to accept a later payment, and the failure to pay has continued for another48 hours.

·      Both Seller and Buyer agree in writing to cancel the transaction prior to shipment and Seller has submitted a customer service ticket to Replay evidencing this fact; provided Seller has returned to Replay any net payment received by Seller from the sale of the item(s).

Buyer Cancellations. Buyers are not permitted to cancel any purchases except as described above under “Seller Cancellations.”

Returns.  When creating an item listing on the platform Seller must choose one of two options regarding the return of an item by Buyer.  The first option is a30-day return policy that is described in the User Agreement.  This option generally gives Buyer the right to return the item to Seller and receive a refund.  The second option is a no return policy.  

If an item is subject to the 30-day return policy, you can return the item for any reason,including if you change your mind about a purchase, by placing the item with a national carrier and providing the tracking number to Seller within 30 days of your receipt of the item.  To receive a refund, Buyer must submit a customer service ticket to Replay that identifies (1)the item being returned, (2) the shipping information for the return shipment including a tracking number, if available, and (3) the date the item was originally purchased. If Seller has already received the net payment for the item(s) being returned, Seller must refund the net payment within five (5) business days and Replay will refund the original purchase price to Buyer once these funds have been received by Replay from Seller.  If Seller has not yet received the net payment for the item(s) being returned, Seller will receive a notice from Replay that Buyer will receive a refund on the earlier of (i) Seller confirming the refund or (ii) five (5) business days from the date the notice was sent to Seller by Replay.

Refunds and Exchanges.  If Buyer receives an item that is defective,damaged, or materially different than described in the item details on our platform, Buyer has 30 days from the date the item was delivered to contact Seller in writing by sending Seller a private chat with the request on our platform and also submitting a customer service ticket to Replay with all details of the request for a refund or exchange.  Seller has 48 hours after receiving the request to respond that Seller will do one of the following: (i) process a refund of the Purchase Price of the item (including the shipping and handling fees advertised by Seller in the listing); (ii) send a replacement item if the then current value of the item is similar to the original Purchase Price paid by Buyer, otherwise this option is not available; or (iii) deny the request with an explanation sent to Buyer in writing and also submitted as a customer service ticket to Replay.  Seller is responsible for paying the shipping costs to have both the original item returned to Seller and the replacement item sent to Buyer.  

Chargebacks

Under no circumstance will a Buyer submit a chargeback request to any payment processor,credit card company, Paypal, or bank unless Buyer has first submitted a customer service ticket to Replay notifying Replay of the intended chargeback at least three (3) business days prior to submitting a chargeback request to a third party.  The customer service ticket must include the item name and date of purchase and as much detail as reasonably possible describing why Buyer is seeking a return of funds after purchasing the item on the Replay platform. As Buyer, you agree that any chargeback request that you initiate without first submitting a customer service ticket to Replay notifying Replay of the intended chargeback should be denied by the third party to which you submitted the chargeback request.

Buyer Standards and Rules

  • You cannot use Replay if your account contains false contact information.  Buyers and Sellers sometimes need to be able to get in touch with each other, and     we need to be able to contact our Users.
  • You must pay for any item you commit to buying within 24 hours after your purchase.  Each bid or offer to purchase you make     is a binding contract to buy the item.  Not paying for an item after you agree to     buy it has negative consequences on other Users and the platform.
  • You can only bid or make an offer to purchase if you really intend to buy the item.  Don’t place a     bid or make an offer to purchase unless you mean to buy the item.
  • You can’t bid on or make an offer to purchase your own item.  We call this shill bidding/offering and     it not only violates our policies, it's against the law in many places. You also cannot coordinate with another     User to bid on or make an offer to purchase their item.
  • Be careful about making offers to purchase or bidding on several items if you only want one. If you make offers to purchase more than one item and your offers are accepted, you need to purchase all of the items, even if they’re the same or similar. If you’re the winning bidder of more than one auction listing, you need to purchase all the items you've won, even if they’re the same or similar.  
  • You can only retract a bid or an offer to purchase under specific circumstances.  For example, if you meant to bid or offer  $10.00 but accidentally bid or offered $1,000.00, you can retract the bid  or offer by contacting Replay at hello@replay.com.  Never use bid or offer retraction to manipulate the bidding or offer to purchase process.  Bidding and offering to cause purchase manipulation is unfair, and it has serious consequences.
  • Make sure that you read the listing description before you make an offer or bid.  Many of the problems Buyers and Sellers encounter are the result of simple misunderstandings about what is for sale and the terms of the sale.  Only buy or bid on an item if you can meet the requirements described in the listing. If you make an offer to purchase or bid on an item and you don’t meet the Seller’s requirements, we consider that  malicious buying.
  • If  you know Seller, you can’t bid on or make an offer to purchase an item  with the intent to increase its price or desirability artificially.  This rule applies to family, friends,  roommates, employees, and online connections.  
  • You  may only purchase an item if you are located in the United States or  Canada. Our platform is currently only available to Buyers and Sellers from the United  States or Canada. Canadian Buyers and Sellers may be subject to additional fees for shipping and payment processing.

Rules About Feedback

You are not allowed abuse the feedback system. This means you can’t threaten to report negative feedback about a Seller if that Seller won’t do something that wasn’t promised in the original listing.  This is called feedback extortion and is against our policy.

You are not permitted to leave feedback that:

·      Contains private information;

·      Contains obscene, racist, or harassing language or imagery; or

·      Contains advertising or spam.

Replay, in its sole discretion, will decide whether or not to remove feedback that you have provided on the platform about a Seller.

Reporting Policy Violations

If you want to report a policy violation:

1.    First,read the applicable policy section of the User Agreement and policies that deals with the violation and make sure you believe the User that you are reporting has violated the policy.

2.    If you still want to report a User, contact customer support by creating a customer support ticket that includes a detailed explanation of the policy violation and any relevant documents or screen shots that support the claim of a policy violation.

3.    Your report of a policy violation must be specific and must be submitted with the intent of addressing a known or suspected violation of our policy.

False reporting of policy violations can have serious consequences.  Buyers who falsely report another User for a policy violation may be subject to suspension or their account may be terminated.

To avoid any slowdown of an investigation into a policy violation by Replay, do not report the same policy violation more than once.  When we receive your report,we look at all of the circumstances, including the User’s history, before we decide whether to take action.  If we aren’t sure about something or can’t prove it with certainty, we may not take any action.  In addition, we will not discuss the results of an investigation with any User other than to let a User know that an investigation has been conducted.

Seller Policies

General

We want to maintain a safe, fair, and enjoyable platform where Communities can be used to facilitate communications and commerce between Users, including Buyers, Sellers, Moderators, and Community Owners.  If you are a Seller,we ask that you review and understand our policies, including the Replay Interactive Technologies User Agreement (the “User Agreement”), which incorporates these Seller policies (the “Seller Policies”) by reference, before you submit an item for sale.  By submitting an item for sale, you are agreeing to all of our rules and policies, including the User Agreement.  The terms utilized in the Seller Policies have the meanings ascribed to them in the User Agreement unless otherwise defined in the Seller Policies.  Any use of the words “you” or “your” in the Seller Policies is a reference to you as the Seller and any use of the words“us” “we” or “our” is a reference to Replay as the operator of the platform that is providing you the Services.

Selling Fees

Any sale of an item that Seller completes on the Replay platform will incur a selling fee (the “Selling Fee”) that is charged to Seller and deducted from Seller’s sales proceeds before Seller receives the net payment.  The Selling Fee equals the total of (1) the Community Owner selling fee (the “Community Owner Selling Fee”) and (2) the fee charged by Replay as the provider of the platform used by Community Owner to facilitate the transaction between Buyer and Seller (the “Sales Technology Fee”).  Community Owners can set the Community Owner Selling Fee at an amount between 0% and 20% of the Purchase Price for an item. The Sales Technology Fee is 4% unless the Community Owner Fee is set to 0%, in which case the Sales Technology Fee is 4.5%.  For an example, if Community Owner sets the Community Owner Selling Fee at 5%, the Selling Fee charged to Seller would be9% (5% Community Owner Selling Fee plus 4% Sales Technology Fee).  Notwithstanding the foregoing, the minimum Selling Fee for any item sale is $0.25. The Selling Fee that will be charged to a Seller in a specific Community can be found by selecting the community icon when User is in the Community on the platform.

Payment Processing Fees

Replay’s platform includes an embedded payment tool that enables Buyers to make payments for item they have agreed to purchase using a credit card, debit card, or Paypal account.  Each payment that is collected using the embedded payment tool incurs a processing fee (“Processing Fee”) that is charged to Seller and deducted from Seller’s sales proceeds before Seller receives Seller’s net payment for the sale of an item, or the sale of multiple items if they are paid for in a single payment transaction. The Processing Fee for items paid by a credit card or a debit card is3.25% of the total payment made by Buyer, including any taxes, plus $0.35 per payment and the Processing Fee for items paid using a Paypal account is 3.75% of the total payment made by a Buyer, including any taxes, plus $0.45 per payment.

Payout Methods

Sellers must enter and maintain a payout method in the platform or they will not be able to receive any net payments from item sales.  You can choose from two e-wallets, PayPal or Venmo, or direct deposit to your bank through an ACH transfer.  You must enter a valid accountID that you control if you choose either of the two e-wallet methods and bank account details for a bank account you control if you choose ACH.  Replay is not responsible for any loss of funds or delay of fund transfers that occurs if you have any issues with thee-wallet or bank account that you have inputted into the platform.  

If you enter bank account information for an ACH transfer, Replay will submit the bank information inputted into the platform to verify your bank account is eligible for direct deposits.  This verification will be initiated at the time you are owed the first net payment after entering your bank information and will take three to four business days to complete before we can issue your first direct deposit payout; future payouts will occur within the timelines indicated in the Seller Policies.  

If Replay is unable to complete a net payment owed to you for any reason you will receive a notification sent to the e-mail you have inputted into the platform as part of your User profile letting you know that there is an issue and any additional information that Replay has about the situation.  It is your responsibility to reply to this e-mail with any instructions that would allow Replay to complete your payout.  

Payout Timeframes for Seller Proceeds

Each net payment, after deduction of any fees and taxes, owed to Seller from Seller’s item sales will be initiated for disbursement within two business days of the date on which the first of the following events occurs: (1) if Seller has previously provided the tracking number for the shipping label used to ship the item, 24 hours after Replay verifies that a shipment has been delivered to Buyer ; (2) receipt by Replay of written notice from Buyer that the item has been received in satisfactory condition (which can be provided by sending Replay a notice sent using the chat feature on our platform) or by Buyer giving a positive feedback rating for the item in the Seller rating tool on our platform; or (3) 21 days after Seller has input the shipping carrier used to ship the item into our platform, including shipments made by the United States Postal Service without a tracking number,and there has been no notification from Buyer that the item has not been received or that there is an issue with the transaction.

Replay may at its sole discretion pay out net payments to Sellers on an accelerated timeline.  Replay will take into consideration the total number of successfully completed prior item sales and the aggregate dollar amount of successfully completed prior item sales by Seller. If Replay makes an accelerated net payment, such payment will typically be sent out within two business days of the date Replay can confirm that the item(s) have been placed with a major shipping carrier based on the status of the tracking number of the shipping label for the item(s) entered into the platform by Seller.  

Notwithstanding the foregoing, we may put a net payment owed to a Seller on hold regardless of the above described payment timeframes if we determine,in our sole discretion, that there may be a risk with the transaction or if Buyer reports an issue.  In such case, the net payment will be made once we determine that such risk has been substantially mitigated or the issue reported by Buyer has been resolved.

Payouts made to Seller’s e-wallet typically fund immediately.  It typically takes one to two business days for payouts made to Seller’s bank account to become available to Seller.

Cancellations,Returns, Refunds and Exchanges

Seller Cancellations.  If Seller is unable to complete a transaction for any reason, Seller must notify Buyer in writing as soon as possible that the transaction is being cancelled and submit a customer service ticket requesting the cancellation of the transaction to Replay, including  the name of the item,the Purchase Price, and the reason for the cancellation.  If Buyer has already submitted payment and Seller has not yet received Seller’s net payment for the transaction, Replay will immediately refund Buyer’s payment for the item.  If Buyer already submitted payment and Seller has already received Seller’s net payment for the transaction, Seller must return the full amount of the net payment for the item to Replay by sending funds to Replay using [need payment method] and after Replay has received these funds we will refund Buyer’s payment.  You are encouraged to keep proof of any refunds in the event a dispute arises.  

You may cancel a transaction without violating the terms of this Seller Policy or the User Agreement under the following circumstances:

·      Buyer did not pay within 24 hours of purchase, you did not agree to accept a later payment, and Buyer's failure to pay has continued for another 48 hours.

·      Both Seller and Buyer agree in writing to cancel the transaction prior to shipment and Seller has submitted a customer service ticket to Replay evidencing this fact; provided Seller has returned to Replay any net payment received by Seller from the sale of the item(s).

Cancellations for any other reason are considered indications of Seller being a risk to the integrity of the platform.  Repeated cancellations may lead to Seller’s account being suspended or terminated.  

Returns.  When creating an item listing on the platform Seller must choose one of two options regarding the return of an item by Buyer.  The first option is a 30-day return policy that is described in the User Agreement.This option generally gives Buyer the right to return the item to Seller and receive a refund. The second option is a no return policy.  

If an item is subject to the 30-day return policy Buyer can return the item for any reason, including if Buyer changes Buy's mind about a purchase, by placing the item with a national carrier and providing the tracking number to Seller within 30 days of Buyer’s receipt of the item.  To receive a refund, Buyer must submit a customer service ticket to Replay that identifies (1) the item being returned, (2)the shipping information for the return shipment including a tracking number,if available and (3) the date the item was originally purchased.  If Seller has already received the net payment for the items(s) being returned, Seller must refund the net payment within five (5) business days by remitting the full amount of the net payment to [need a PayPal or pay processing method] and Replay will refund the original purchase price to Buyer once the funds have been received from Seller.  If Seller has not yet received the net payment for the item(s) being returned, Seller will receive a notice from Replay that Buyer will receive a refund on the earlier of (i) Seller confirming the refund or (ii) five (5) business days from the date the notice sent to Seller by Replay.

Refunds and Exchanges.  If Buyer receives an item that is defective,damaged, or materially different than described in the item details on our platform, Buyer has 30 days from the date the item was delivered to contact you in writing by sending you a private chat with the request on our platform and also submitting a customer service ticket to Replay with all details of there quest for a refund or exchange [or sending you an email with the request fora refund or exchange[LM1] ].  You have 48hours after receiving such a request to respond that you will do one of the following (i) process a refund of the Purchase Price of the item (including the shipping and handling fees advertised by you in the listing), (ii) send a replacement item if the then current value of the item is similar to the original Purchase Price paid by Buyer, otherwise this option is not available,or (iii) deny the request with an explanation sent to Buyer in writing and also submitted as a customer service ticket to Replay.  You are responsible for paying the shipping costs to have both the original item returned to you and the replacement item sent to Buyer.  If you agree to process aref und, you must follow the policies for returns in these Seller Policies.

Rules About Unpaid Items

When you accept Buyer’s offer to purchase an item or Buyer wins an auction for your item, Buyer is obligated to complete the purchase by sending full payment to you as the Seller using our merchant payment feature.  If Buyer doesn’t pay within 24 hours, you can submit a customer service ticket to Replay for an unpaid item case and we may attempt to contact Buyer on your behalf to request payment and create a record of a non-payment event on Buyer’s User account.  If Buyer hasn’t paid within 72 hours after Buyer’s agreement to purchase the item, you may cancel the item sale on the platform.  Excessive unpaid items on Buyer’s account may result in a range of consequences, including limits on or loss of buying privileges on the platform or suspension or termination of the Buyer’s account.  Sellers may send private messages to Moderators of the specific Community where the unpaid item was listed for sale, but may not post messages anywhere else on the platform,whether public or private post, unless the rules for that specific Community permit such posts.

Shipping and Handling Costs

Sellers must specify shipping and handling costs and related service charges in each listing if such charges are to be included as part of the Purchase Price.  Shipping costs should be based on a reasonable estimate of the actual amount expected to be paid to the carrier for shipping.  Handling costs may include the cost of packaging materials and insurance costs, if any, or any other reasonable expenses Seller expects to incur in order to have an item delivered to Buyer.

Shipping Confirmations

Sellers must enter shipping information for items that they sell in the Replay platform as soon as possible, including the name of the carrier transporting the item and the tracking number for the shipping label, if any. If Seller purchases a shipping label from Replay, the shipping confirmation is automatic and Seller does not need to take any further action.  If the item is shipped using a method other than a shipping label purchased from Replay, Seller must enter the name of the carrier used and the tracking information for the shipping label,if any, into the Replay platform and confirm that the item has been shipped.  If Seller does not enter this information, the net payment for the item will be subject to delay of up to 21days before it is released.

Shipping Labels

Replay has a shipping label feature that enables Sellers to purchase shipping labels from various third-party carriers directly on the platform.  Sellers who purchase shipping labels from us are charged at the time they purchase the shipping label.  Shipping label purchases cannot be cancelled or refunded once they have been paid. Seller agrees that any issues Seller has with a carrier’s shipping service is the fault of the carrier and Seller will not attempt to resolve a carrier related issue with Replay or attempt to seek any restitution from Replay for a carrier’s failure to perform.

If you purchase a shipping label from us, you are responsible for ensuring that the details of the shipment used to calculate the cost of the label are correct.  If a carrier completes the shipping services for a label you purchase from us and the details to create the label were not correct, our shipping label provider may charge us the difference in price between the price for the correct label and the price you paid (the “Shipping Label True-Up Charge”).  If we are charged a Shipping Label True-Up Charge for a shipping label purchased by you,we will charge you the Shipping Label True-Up Charge plus a 25% processing fee by sending you an invoice.  Please note that Shipping Label True-Up Charges may take up to four weeks to be received from the shipping carrier and then passed on to you.

Collection of True-ups and Uncollected Transaction Fees

We have the right to deduct Shipping Label True-Up Charges and any other unpaid fees owed by you from your future net payments from any other items you sell or to deliver an electronic invoice to the e-mail address associated with your User account for such amounts, which will be payable upon receipt.

Shipping and Handling Time, Delivery Confirmation and Tracking Number Requirements

Sellers must clearly and accurately specify when an item will be shipped in each item listing on the platform.  Sellers must ship items within the handling time stated in the listing. Sellers may not hold shipments until funds from net payments are released if that timeframe exceeds the handling time indicated in the listing.  We recommend using tracking and delivery confirmation to protect you if a Buyer claims an item wasn’t received and require that you use a shipping service that provides a tracking number anytime that the aggregate value of the items in a single shipment exceed $35.  For additional protection on high value items,we recommend that you use signature confirmation services.  

Shipping Issues

If there is any issue with a shipment including loss of items or damage to items, that occurs before the shipping carrier has marked a shipment delivered to Buyer, Seller must file a claim for reimbursement with the shipping carrier that was used and must provide a copy of the claim to Replay by creating a customer service ticket and attaching all documents evidencing the claim.  Replay does not bear any responsibility for any lost, damaged, or delayed shipments and Seller agrees to work directly with Buyer to resolve any issue that may arise due to a shipping carrier’s services.   Replay may provide to Buyer any claim information that you submit to us in a customer service ticket to help with communication of a shipping issue between Buyer and Seller.

Sales Tax and Government Imposed Fees

It is the responsibility of Seller to determine whether Seller needs to charge sales tax,as well as report and remit the sales tax collected to the appropriate taxing authority.  Sales tax rules are complicated and vary by jurisdiction and type of goods sold.  We recommend that you speak with a qualified tax adviser if you have any questions regarding your requirement to collect and remit sales tax.

If you determine that you are required to collect sales tax on your Replay sales to Buyers in certain locations, you are responsible for remitting the required amount for sales tax from the amount Buyer pays to you.  We recommend considering potential sales tax implications before deciding to sell on Replay. Replay’s platform has an optional feature that allows you to collect estimated sales tax from Buyer and a separate optional feature that can be selected to allow Replay to collect and remit sales taxes on your behalf by contracting with a third-party vendor that facilitates this process.  Use of Replay’s platform for collecting estimated sales tax does not create any obligation by Replay to pay taxes on your behalf.

Only estimated applicable federal, state,country, city, Value Added Tax (VAT), or equivalent taxes may be charged using Replay’s platform.

Chargebacks

Seller is responsible for the cost of any chargebacks that are initiated by Buyer that are related to items that Seller has sold.  If Buyer initiates a chargeback for an item that you sold to Buyer, you will be invoiced by Replay for the amount of the chargeback and this invoice will be due upon receipt.  Replay may also withhold the amount of the chargeback from any net payment owed to you for any other item sales.  Replay will file a dispute of thechargeback if we have any information that indicates that the chargeback may be invalid.  We will notify you as soon as possible if we receive a notice from a pay processing company or from PayPal that relates to an item that you have sold and you can submit any information that you believe would indicate that the chargeback is invalid.  If the pay processing company or bank determines that the chargeback was invalid and releases the funds back to Replay, we will in turn send to you the funds that you submitted via invoice or that were withheld from your net payments. If the pay processing company or bank determines that the chargeback is valid, you will forfeit any funds that you sent Replay for pursuant to a chargeback invoice or that Replay withheld from your net payments.  

Hold backs

We may, in our sole discretion without prior notice, reserve an amount of the net proceeds of each item sold during exposure or potential exposure to a high frequency of refunds or chargebacks or following significant variations in your monthly sales volume, so as to ensure we have enough funds to meet potential refund and chargeback requests.  Should we be subject to, or have reasonable cause to believe that we may be exposed to any negative account balance, or any claims, fines, penalties, non-compliance charges, or additional fees levied against us by any of our third party providers or any legal authority due to your acts or omissions, or as a result of default, breach, or termination of the Replay User Agreement, policies, fraud, money laundering,illegal, unauthorized or improper actions of you and/or your customers, we may,in our sole discretion and without prior notice, hold back in reserve additional sums for such period as we deem necessary to secure and make whole our financial position.

Third-Party E-wallet and ACH Payment Providers

We use third parties to process payments and to payout funds to Sellers. These third-party companies include PayPal, Venmo,and Wells Fargo Bank.  If you sell items on Replay you agree to be bound by the terms and conditions of any third-party payout partners that we use to send you net payments.

Seller Standards and Rules

As a Seller, you’re expected to, among any other actions that will protect Buyers and the platform:

•     Promptly resolve Buyer issues;

•     Ship items on time, within your specified handling time;

•     Manage inventory;

•     Charge reasonable shipping and handling costs;

•     Specify shipping costs and handling time in the item listing;

•     Follow through on your return policy;

•     Respond (or assist a Moderator in your Community with responding) to Buyers’ questions promptly;

•     Be helpful, friendly, and professional throughout a transaction; and

•     Make sure each item is delivered to the Buyer as described in the listing.

Privacy and Protecting Personal Information

You are responsible for protecting personal information you receive or process and complying with all relevant legal requirements. This includes applicable data protection and privacy laws that govern the ways in which you can use Replay user information.  Such laws may require that you post, and comply with, your own privacy policy, which must be accessible to Replay Users with whom Users you interact and compatible with this policy and the Replay User Agreement.

Minimum Transaction Defect Standard

To meet our minimum standard, only up to 2% of your Seller transactions may have one or more defects over the most recent evaluation period.  Defects include any item that is received by a Buyer that is not in the condition that was indicated in the item listing,regardless if this is due to your actions or the shipping carrier that you used to send the item.

Sellers with 400or more transactions over the past three months are evaluated based on the past three months and Sellers with fewer than 400 transactions are evaluated based on the past 12 months.

If you don’t meet our transaction defect standard, we may put limits on your selling activity or restrict you from selling items on Replay.  Buyers won’t see your defect rate.

Minimum Transaction Completion Standard

To meet our minimum standard, only up to 5% of your Seller transactions maybe uncompleted over the most recent evaluation period.  A transaction is considered to be uncompleted if Buyer has made a commitment to purchase your item through any method on the platform and the item is not paid for using the pay processing feature on the platform or the transaction is cancelled by you or Buyer.

Sellers with 400or more transactions over the past three months are evaluated based on the past three months and Sellers with fewer than 400 transactions are evaluated based on the past twelve months.

If you don’t meet our transaction completion standard, we may put limits on your selling activity or restrict you from selling items on Replay.  Buyers won’t see your transaction completion rate.

Rules About Feedback

You are not allowed to contact a Buyer about any feedback Buyer has provided about you on the platform or make any posts, whether public or private, to any other User about feedback that has been left by a User about you.  If you disagree with feedback that has been provided on the platform by a Buyer, you can submit a customer service ticket with Replay and provide any information or explanation about the feedback that you believe makes the feedback inaccurate.  Replay, in its sole discretion, will decide whether or not to remove feedback about you.

Reporting Policy Violations

If you want to report a policy violation:

1.    First,read the applicable policy section of the Replay User Agreement and Policies that deals with the violation and make sure you believe the User that you are reporting has violated the policy.

2.    Ify ou still want to report a User, contact customer support by creating a customer support ticket that includes a detailed explanation of the policy violation and any relevant documents or screen shots that support the claim ofa policy violation.

3.    Your report of a policy violation must be specific and must be submitted with the intent of addressing a known or suspected violation of our policy .

False reporting of policy violations can have serious consequences.  Sellers who falsely report another User for a policy violation may be subject to suspension or their account may be terminated.

To avoid any slowdown of an investigation into a policy violation by Replay, do not report the same policy violation more than once.  When we receive your report, we look at all of the circumstances, including the User’s history, before we decide whether to take action.  If we aren’t sure about something or can’t prove it with certainty, we may not take any action.  In addition, we will not discuss the results of an investigation with any User other than to let a User know that an investigation has been conducted.

Community Policies

General

We want to maintain a safe, fair, and enjoyable platform where Communities can be used to facilitate communications and commerce between Users, including Buyers, Sellers, Moderators, and Community Owners.  If you are a Community Owner, we ask that you review and understand our policies, including the Replay Interactive Technologies User Agreement (the “User Agreement”), which incorporates these Community Owner policies (the “Community Owner Policies”) by reference, before you create a Community on the Replay platform.  By creating a Community on the Replay platform,you are agreeing to all our rules and policies in the User Agreement.  The terms utilized in the Community Owner Policies have the meanings ascribed to them in the User Agreement unless otherwise defined in the Community Owner Policies.  Any use of the words “you” and “your” in the Community Owner Policies is a reference to you as the Community Owner and any use of the words “us” “we” and “our” is a reference to Replay as the operator of the platform that is providing you the Services.

Becoming a Community Owner

Any User can become a Community Owner on the platform by using the Community creation tool in the platform or by submitting a customer service ticket request to have a new Community created.  If a User is creating a Community on behalf of a business or other legal entity, during the setup process User must indicate in the platform or the customer service ticket that the Community is owned by a business and User must (i) be authorized to enter into the User Agreement on behalf of the business and (ii) have authority to use any credit cards, bank accounts, or e-wallets belonging to the business that are needed to access or utilize our Services.  A User who is setting up a Community on behalf of a business must include the business name in the “Company” field available in the Community Owner’s User profile.  Each Community may have only a single User account that is set as the Community Owner and this User will be the only individual (or business if the Community was set up on behalf of a business)that will have any rights under the provisions of the Community Owner Policies.

Acknowledgement Regarding Marketplace Ownership and Activity

The Services may be used by a Community Owner to establish and run the Community Owner’s own independent online marketplace where Users in the Community Owner’s Community may be able to buy and sell items from each other.  Community Owners that use our Services agree that they are the owners and operators of any online marketplace that they establish and run on the platform and that Replay does not operate such marketplace, or any other marketplace on the platform (unless Replay is a Community Owner of a Community that operates a marketplace).  Community Owners are responsible to understand and abide by any local, state, federal or international regulations that may apply to operators of online marketplaces.  

Community Owner Selling Fees

A Community Owner can earn fees on the buying and selling activity that takes place in the Community Owner’s Community.  These fees are compensation from Users for the effort the Community Owner makes to establish and run a Community and to facilitate transactions between Users in the Community Owner’s Community.  A Community Owner can set the amount of fees the Community Owner will receive as a percentage of any Buyer Purchases by indicating the Community Owner selling fee (the “Community Owner Selling Fee”) in the platform.  The overall selling fee (the “Selling Fee”) that Seller pays on any transaction is based on the combination of the Community Owner Selling Fee and the fee charged by Replay as the provider of the platform used by Community Owner to facilitate the transaction between Buyer and Seller (the “Sales Technology Fee”). For more information on the rules for Selling Fees please go to the Seller Fees section of the Seller Policies. Selling Fees are charged on all transactions, including sales and purchases made by the Community Owner.  You will receive a monthly report of all transactions that take place in your Community, including transactions that do not complete or are refunded, including a calculation of your Community Owner Selling Fees.

Payment of Community Owner Selling Fees and Offsets

Community Owner Selling Fees are collected by Replay on behalf of the Community Owner when Buyer’s payment for an item sold by Seller in the Community Owner’s Community is received.  The total amount of the Community Owner Selling Fees for a calendar month, less any offsets, including for refunds,returns, chargebacks, or Offsets for Fraud (as that term is below defined), are distributed to the Community Owner on the 10th day of the following calendar month unless that day falls on a weekend or bank holiday, in which case the distribution is made on the next business day.  Distributions are made to the payout method for item sales indicated in the Community Owner’s profile.  For more information on payouts please go to the Payout Methods section of the Seller Policies.  If Replay incurs any financial loss due to its role in providing payment processing services for any Buyer  or Seller transactions in the Community Owner’s Community that is due to a User’s failure to perform any obligation set forth in the User Agreement, whether intentional or not, or due to a User’s bad faith use of the Services, the Community Owner agrees to assume 50% of the financial loss (the “Offset for Fraud”). Offsets for Fraud will be applied to the month during which Replay suffered the related loss; provided, however, the total amount of Offsets for Fraud for which the Community Owner is responsible in any calendar month is limited to the total amount of Community Owner Selling Fees earned by the Community Owner in that calendar month.

Appointment of Moderators and Responsibility for Moderator Actions

Moderator features are enabled in Community Owner User accounts because Community Owner User accounts are considered to be Moderator accounts.  Community Owners can use the member list view in the platform to assign any User in the Community as a Moderator.  A User account that has been assigned as a Moderator in a Community will have access to features that give the Moderator the ability to manage the membership of Users in the Community, control item listings that have been submitted to the shop or a live event by Users, control the ability of Users to make posts or participate in commerce activities, and delete posts or other content from the chat feature of the Community, among other Community management tools.  Moderators may only use these tools to help the Community Owner maintain a safe, fun, and engaging Community and must not abuse these tools in way that is unfair to Users or that harasses Users.  It is the Community Owner’s responsibility to monitor the actions of the Community Owner’s Moderators and to take any action necessary to stop or prevent Moderator activity that is prohibited by the User Agreement.

Removal of Moderators

If Replay determines, in its sole discretion, that a Moderator is using Moderator features in any way that is prohibited by the User Agreement and, therefore, impairing the quality of the Services for other Users, Replay can remove the Moderator assignment from that User’s account.

Responsibility for Users’ Actions in Your Community

You are responsible for monitoring the actions (including posts and commerce activity) of Users in your Community to make sure that Users are not taking actions that are prohibited by the User Agreement.  You, or your Moderators, must contact Users who are violating the User Agreement and inform them that their actions are prohibited and otherwise make your best efforts to ensure they stop any prohibited behaviors or remove them from your Community.  Any User action that is in violation of a state or federal law should be reported to Replay immediately.  Any User action that could lead to financial loss by Replay or impair the integrity of the platform should also be reported to Replay immediately.  If a Community Owner exhibits a pattern of failing to report these types of User actions to Replay, or if the Community Owner is engaging in these types of actions, Replay may remove you as the Community Owner of your Community as described in the Removal of Community Owners section of the Community Owner Policies.  

Responsibility for Users’ Personal Information

Community Owners have access to additional Personal Information of Users in their Communities as described in the User Privacy Policy. Community Owners should review the User Privacy Policy in detail to ensure they, and their Moderators, are following all of the policies.  If a Community Owner exhibits a pattern of violating the User Privacy Policy, Replay may remove you as the Community Owner of your Community as described in the Removal of Community Owners section of the Community Owner Policies.  

Removal of Users from Your Community

Community Owners may remove Users from their Communities at any time (except if Replay has initiated the process to potentially remove the Community Owner as described int he Community Owner Policies). Notwithstanding the foregoing, we encourage a “three strikes you are out”policy.  In almost all cases, Users should be given three chances to change their behavior for the better using the following system:

1.   The first time User breaks a rule give User a warning by telling User that User has broken a rule.  Explain which rule User has broken and refer User to our Replay User Agreement.

2.   The second time User breaks a rule (it doesn’t have to be the same rule each time) silence User for up to five minutes by using the mute feature in the platform.  Explain which rule User broke and provide User with a link to our Replay User Agreement.  When the five minutes is up remove User’s mute status.  

3.   The third time User breaks a rule, remove User from your Community.  If User returns to the Community tell User which rule User broke and let User know the next time User breaks a rule you will ban User using the block feature in the platform that will permanently prevent User from joining your Community.  Again, send User a link to our Replay User Agreement.

4.   If User breaks a rule a fourth time you should block User from your Community without any prior warning.

Notwithstanding the foregoing “three strikes you are out” policy, if User takes an action that breaks a law, attempts to defraud another User or Replay,or does anything that would jeopardize the integrity of the platform, you must remove the User immediately and report the User and the prohibited activity that they have taken to Replay.

Removal of Community Owners

If a Community Owner violates a term of the User Agreement or the Community Owner Policies that states that the Community Owner may be removed for violation of that term,Replay may initiate the process to remove the Community Owner from owning Community Owner’s Community or deleting Community Owner’s Community from the platform.  Replay will take the following steps to remove a Community Owner:

1.     The Community Owner will receive an e-mail from Replay informing Community Owner that ownership of Community Owner’s Community may be revoked and that Replay may install a new Community Owner that Replay chooses, in its sole discretion, due to one or more violations of the User Agreement or Community Owner Policies set forth in the e-mail.

2.     The Community Owner will have seven (7) days to respond in writing with a description of actions that Community Owner has taken to eliminate ongoing violations or prevent future similar violations.

3.     Replay will review the Community Owner’s response and monitor the Community for compliance and make a determination as to whether or not the Community Owner’s ownership of the Community will be removed.

4.     Failure to respond to the initial e-mail sent by Replay or Replay’s determination,in its sole discretion, that the Community Owner’s response and related actions are insufficient to protect the integrity of the platform will result in the revocation of the Community Owner’s ownership of the Community and the Community Owner will have no further rights as a Community Owner.

Reporting Policy Violations

If you want to report a policy violation:

  1. First, read the applicable policy section of the User Agreement and policies that deals with the violation and make sure you believe the User that you are     reporting has violated the policy.
  2. If you still want to report a User, contact customer support by creating a customer support ticket that includes a detailed explanation of the policy violation and any relevant documents or screen shots that support the claim of a policy violation.
  3. Your report  of a policy violation must be specific and must be submitted with the intent of addressing a known or suspected violation of our policy.

False reporting of policy violations can have serious consequences.  Community Owners who falsely report another User for a policy violation may be subject to suspension, their account may be terminated, or they may be removed as the owner of their Community.  

To avoid any slowdown of an investigation into a policy violation by Replay, do not report the same policy violation more than once.  When we receive your report, we look at all of the circumstances, including the User’s history, before we decide whether to take action.  If we aren’t sure about something or can’t prove it with certainty, we may not take any action.  In addition, we will not discuss the results of an investigation with any User other than to let a User know that an investigation has been conducted.