Terms and Conditions

These Terms and Conditions (“Terms”) govern your access to and use of the services provided by Lambda Retail Inc. (doing business as “SaySo”, “we”, “our”, or “us”). These Terms apply to all users of our Services, including but not limited to individual consumers (“Customers”), retail businesses (“Retail Partners”), and any authorized employees or agents acting on their behalf. By accessing or using our Services in any capacity—whether as a business entity or end user—you agree to be bound by these Terms. If you do not agree, you may not use our Services. By using our Services, you also agree to our Privacy Policy, which explains how we collect, use, and protect your information.

These Terms are organized into sections that apply broadly to all users as well as specific provisions for Customers and Retail Partners. Please read all sections that apply to your use of the Services.

1. Definitions

• “Services” refers to SaySo’s auction-based eCommerce technology, websites, APIs, mobile applications, and related digital offerings.
• “Customers” are individuals who access auction storefronts to browse, bid, or purchase.
• “Retail Partners” are businesses and their authorized users who use SaySo’s platform to manage inventory, publish listings, and/or sell goods.
• “Visitors” are individuals who access our digital properties without creating an account or making a purchase.

2. Use of Services

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to attempt to access, tamper with, or use non-public areas of the platform or its infrastructure. We reserve the right to suspend or terminate your access to our Services for any violation of these Terms or applicable laws.

You must be at least 18 years old to use our Services. By using the Services, you represent and warrant that you meet this requirement.

You also agree to comply with the terms of any third-party platforms (e.g., payment processors) integrated into or accessed through the Services.

3. Platform Role and Relationship

SaySo operates as a technology provider and not the vendor of record. We facilitate transactions between Customers and Retail Partners, but we do not own, sell, or guarantee the products listed by Retail Partners.

Retail Partners are solely responsible for:

• Fulfilling orders
• Issuing refunds or returns
• Providing customer service
• Ensuring product descriptions and pricing accuracy

SaySo is not a party to the transaction between Customer and Retail Partner. We are not responsible for the quality, safety, legality, or delivery of goods offered by Retail Partners. SaySo is also not responsible for the conduct or performance of any third-party personnel or service provider—including but not limited to delivery teams, white glove service providers, or in-home contractors—engaged by a Retail Partner. Any issues related to in-home service quality, property damage, personal injury, or timing must be directed to the Retail Partner. SaySo disclaims all liability arising from such services to the fullest extent permitted by law.

Additional Terms for Customers

These provisions apply specifically to individuals using SaySo-powered storefronts to browse, bid, or make purchases:

• Bids placed through our auction platform are binding offers to purchase. It is your responsibility to review all listing terms before bidding.
• You must comply with any additional policies or notices presented at checkout.
• SaySo does not guarantee availability, pricing accuracy, or fulfillment timelines. These are the responsibility of the Retail Partner.
• Any disputes related to transactions must be directed to the Retail Partner. SaySo may assist in relaying information but does not adjudicate disputes.
• SaySo is not responsible for fulfillment, shipping delays, product warranties, extended warranties, or financing terms offered by Retail Partners. These matters are governed by the Retail Partner’s own terms and policies.
• Please note that your transaction, including any rights of return, refund, or product support, is also governed by the Retail Partner’s own Terms of Sale and Privacy Policy. You are responsible for reviewing and agreeing to the applicable Retail Partner’s policies before completing a purchase.

4. User Accounts

To access certain features, you may be required to create an account. You agree to provide accurate, current, and complete information and to keep it updated.

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us immediately of any unauthorized use. We reserve the right to suspend or terminate any account that violates these Terms or our policies, that poses a risk to other users or the platform, is inactive for a 90-day duration, and/or we suspect of abuse of other users or the platform.

5. Payments and Taxes

Payments made through our storefronts are processed by third-party providers on behalf of Retail Partners. You acknowledge that all financial transactions are subject to the terms and conditions of the applicable payment provider. Retailers are responsible for collecting and remitting applicable taxes.

SaySo does not hold or control funds on behalf of Customers or Retail Partners. SaySo is not liable for errors or disputes related to payment, refunds, or taxation — these are the responsibility of the Retail Partner.

6. Content and Intellectual Property

All content and technology provided by SaySo is protected by intellectual property laws. You may not copy, reverse-engineer, or misuse our platform.

If you submit content (e.g., reviews, photos, testimonials), you retain ownership of that content. However, you grant SaySo a perpetual, irrevocable, sublicensable, royalty-free, worldwide license to use, reproduce, distribute, publicly display, and otherwise exploit that content for promotional, operational, or other lawful purposes.

You represent that you have the rights to submit such content and that it does not infringe third-party rights. We reserve the right to remove or moderate content at our sole discretion.

7. Prohibited Activities

You may not:

• Use the Services for fraudulent, deceptive, or unlawful activity
• Use the Services in a manner that could damage, disable, overburden, or impair SaySo’s infrastructure or interfere with the use of the Services by others
• Interfere with platform security or operation
• Scrape or harvest data without permission
• Misrepresent your identity or affiliation

Violations may result in termination or legal action.

Additional Terms for Retail Partners

These provisions apply specifically to Retail Partners who use SaySo’s Services to list and sell inventory. For clarity and convenience, we have grouped these into functional categories:

7.1 Retailer Responsibilities

• You are solely responsible for the accuracy and completeness of all product listings you publish via SaySo, including but not limited to product titles, descriptions, condition statements, pricing, and associated product images.
• You represent and warrant that you have the right to list and sell the products you publish via SaySo.
• You are responsible for all pricing, inventory accuracy, product descriptions, customer communication, fulfillment, returns, and taxes.
• Retail Partners must fulfill all orders in a timely and accurate manner. Repeated failure to fulfill accepted orders, frequent shipping delays, or excessive customer complaints may result in suspension or termination of access to the Services, removal from marketplace placement, or other actions at SaySo’s discretion. SaySo is not liable for any lost sales or reputational damage arising from such enforcement.

7.2 Platform Use and Licensing

• You grant SaySo a non-exclusive license to use your product listings, brand assets, and other provided content to operate and market the platform.
• You must not use SaySo for prohibited products or services, or in violation of applicable laws.

7.3 Legal Obligations and Indemnity

• You agree to indemnify and hold harmless SaySo for any claims arising from your listings, transactions, or customer disputes.
• Retail Partners are responsible for ensuring that their own Terms of Sale and Privacy Policy are consistent with the services and sales model provided by SaySo, including accurate disclosure that SaySo facilitates, but does not fulfill, any retail transactions. Retail Partners must not represent SaySo as a seller, shipper, or guarantor of product performance.
• If you offer warranties, extended warranties, or financing options, you are solely responsible for clearly disclosing applicable terms to Customers and complying with all applicable consumer protection and finance laws. SaySo is not liable for any representations you make regarding such offerings.

7.4 Marketing and Co-Branding

• In some cases, SaySo may provide marketing services to Retail Partners, which may include managing paid campaigns, allocating budgets, or collaborating with third-party agencies. These services are subject to separate commercial agreements. SaySo makes no guarantees as to the performance, return on investment, or reach of such marketing services, and Retail Partners remain responsible for reviewing and approving all campaign terms and content.
• Retail Partners may reference the “Descend” or “SaySo” brand solely as required to describe the technology powering their storefront, and only in compliance with any brand guidelines provided by SaySo. Any broader co-branding, use of logos, or marketing materials featuring SaySo or Descend must receive prior written approval. Misuse of SaySo branding may result in termination of access to the Services.

7.5 Marketplace Distribution

• Unless otherwise agreed in writing, SaySo may include Retail Partner product listings in a unified, multi-retailer marketplace experience on SaySo-managed domains or affiliated surfaces. Retail Partners may opt out of this unified marketplace feature by providing written notice to SaySo. Inclusion in the marketplace does not alter the Retail Partner’s responsibilities for product accuracy, fulfillment, pricing, or compliance.

7.6 Pricing and Fees

• SaySo may charge Retail Partners platform, subscription, or transaction-based fees as agreed in a separate commercial agreement. Fees are subject to change with reasonable notice. Failure to pay applicable fees may result in suspension of Services.

8. Disclaimers

The Services are provided “as is” and “as available” without warranties of any kind. We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We are not responsible for the conduct, offerings, or content of any third-party services or Retail Partners accessed via the platform.

We do not guarantee uninterrupted or error-free access to the Services.

9. Limitation of Liability

To the fullest extent permitted by law, SaySo shall not be liable for any indirect, incidental, or consequential damages arising from use of the Services, even if advised of the possibility.

For Customers: SaySo’s total liability for any claim shall not exceed $100. This limitation applies even if SaySo has been advised of the possibility of such damages.

For Retail Partners: SaySo’s total liability for any claim shall not exceed the greater of $100 or the total fees paid by the Retail Partner to SaySo in the twelve (12) months preceding the claim. This limitation does not apply to liability resulting from SaySo’s willful misconduct or gross negligence, where such exclusion is not permitted by applicable law.

Some jurisdictions do not allow limitations of liability for certain types of damages. These exclusions may not apply to you.

10. Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to conflict of laws. Any disputes shall be resolved through binding arbitration in New York County, New York, under the rules of the American Arbitration Association. You waive any right to a jury trial or class action. You may opt out of arbitration within 30 days of accepting these Terms by sending an email to privacy@justsayso.co.

This Section shall survive termination of your relationship with SaySo.

11. Changes to Terms

We may update these Terms from time to time. We will notify users of material changes via our website, email (if provided), or prominent notice within the platform. Continued use of the Services after changes indicates acceptance.

12. Miscellaneous

Force Majeure: SaySo shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, internet or utility outages, labor disputes, governmental acts, or third-party service failures.

Assignment: You may not assign or transfer your rights or obligations under these Terms without SaySo’s prior written consent. SaySo may freely assign these Terms in the event of a merger, acquisition, reorganization, or sale of assets.

Entire Agreement: These Terms constitute the entire agreement between you and SaySo concerning the use of the Services, and supersede all prior or contemporaneous communications.

Severability: If any provision of these Terms is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Waiver: SaySo’s failure to enforce any provision of these Terms shall not constitute a waiver of its right to enforce such provision at a later time.

13. Contact Us

Lambda Retail Inc. (DBA SaySo)
3100 Donald Douglas Loop N Hngr 7
Santa Monica, CA 90405

Email: privacy@justsayso.co