Draft — not yet reviewed by an attorney. This is a starting point written to match how SimplyLiquify actually works. Have a lawyer licensed in your state review and finalize this before you rely on it, especially the liability, dispute, and governing-law sections.

Terms of Use

Last updated: [date]

1. What SimplyLiquify is

SimplyLiquify ("we," "us," "the platform") is a marketplace that connects wholesale vendors (distributors, liquidators, and closeout dealers) directly with buyers (discount retailers and resellers). We are not a broker, dealer, or party to any transaction. We do not take title to, inspect, warehouse, or ship any goods listed on the platform, and we do not process payment between buyers and vendors. Buyers and vendors deal with each other directly, on terms they agree to between themselves.

2. Accounts

You must create either a buyer account or a vendor account; each serves a different role on the platform and has separate sign-in. You agree to provide accurate information when you sign up and to keep your login credentials confidential. You're responsible for all activity under your account.

Vendor accounts are reviewed before they can list publicly. We may approve, decline, or later suspend a vendor account at our discretion, including for reasons related to the legitimacy of the business, the nature of the inventory offered, or violations of these terms.

3. Vendor responsibilities

You must have the legal right to sell everything you list, and your listings must be accurate — condition, quantity, and any relevant restrictions.
You may not list stolen, counterfeit, recalled, expired, or otherwise illegal goods.
Once you accept a buyer's order or offer, you're expected to honor it in good faith — including fulfilling it and confirming completion accurately.
You are solely responsible for packaging, shipping or arranging pickup, and collecting payment directly from the buyer.
Your subscription fee is billed as described at signup. We don't take a commission on any sale.

4. Buyer responsibilities

Buyer accounts are free. Inquiries and offers should be made in good faith.
Payment, pickup, and shipping arrangements happen directly between you and the vendor — SimplyLiquify is not involved in and does not guarantee any transaction.
You agree not to use buyer access to harvest vendor contact information for purposes unrelated to genuine wholesale purchasing.

5. Reviews

Buyers may leave a review of a vendor after both parties confirm an order is complete. Reviews must reflect an actual completed transaction. We may remove reviews that are fraudulent, abusive, or don't relate to a real transaction on the platform.

6. Prohibited conduct

You may not: use the platform to defraud another user; scrape or bulk-extract data; circumvent the platform to avoid fees after being connected through it in bad faith; harass or abuse other users; or attempt to gain unauthorized access to accounts or systems.

7. No warranty; limitation of liability

The platform is provided "as is." We don't guarantee the accuracy of any listing, the conduct of any user, or the outcome of any transaction. To the fullest extent permitted by law, SimplyLiquify is not liable for disputes between buyers and vendors, for the quality or legality of goods exchanged, or for any indirect, incidental, or consequential damages arising from use of the platform.

8. Termination

We may suspend or terminate any account that violates these terms, engages in fraud, or poses a risk to other users, with or without notice.

9. Changes to these terms

We may update these terms from time to time. Continued use of the platform after a change means you accept the updated terms.

10. Governing law

These terms are governed by the laws of the State of Illinois, without regard to conflict-of-law principles. [Confirm with counsel.]

11. Contact

Questions about these terms can be sent to [support email].