Breaker Agreement

1. What the platform is, and is not

Trusted Rips is software. It records the cards you hold, presents your buyback offers to your customers, and helps you pay them through payment providers you connect yourself.

We are not, and do not act as:

• a party to any sale, buyback, or coupon between you and your customer;
• an escrow agent, a bank, a money transmitter, a payment processor, or a stored-value issuer — money moves through your own PayPal, Venmo, Stripe or bank accounts, never through ours;
• an insurer or guarantor of anything you owe a customer, in cash, coupons, or cards;
• a grader, an authenticator, or a valuer of cards. Values shown are estimates drawn from the sale data available to us, and you are responsible for the offers you make from them;
• your employer, partner, or joint venturer. You are an independent business.

2. Your account and eligibility

• You must be 18 or older, operating a real breaking business, and legally able to enter this agreement on its behalf.
• Everything you tell us when you sign up — your business name, Whatnot channel, billing email and website — must be accurate and kept up to date.
• You are responsible for everyone you add to your team, for what they do in your account, and for keeping credentials secure. Tell us immediately at info@trustedrips.com if you think an account has been compromised.
• Approval is at our discretion. We may decline or remove a breaker without giving a reason, subject to the notice in section 11.

3. Your offers and your customers

You set your own buyback percentages, decision window, coupon rules and payout methods, and you approve or reject every request yourself. The customer contracts with you, not with us. That means you are responsible for:

• the accuracy of the cards, values and offers you publish, including any error in a cert, a grade, a photo, or a price;
• honoring an offer you made, or withdrawing it before a customer accepts rather than after;
• shipping the cards your customers choose to keep, and handling their delivery problems;
• your own compliance with Whatnot’s rules, marketplace terms, and any promotion, sweepstakes, or gambling law that applies to how you sell spots.

You will not use the platform to run a break or offer that is unlawful where you or your customer are, and you will not present our software as your own product to anyone.

4. Paying your customers

Cash buybacks leave your connected accounts. We never take custody of customer funds. You are responsible for having the balance available, for the fees your payment providers charge, for their terms, and for any failed, returned, reversed, or disputed payment. If a payout fails, it is yours to resolve with the customer.

You will pay every approved buyback promptly — within five business days of approval unless the customer agrees otherwise in writing — and you will not approve a request you cannot fund.

5. Coupons are your debt

A coupon you issue is credit with your business, redeemable only in your own channel. You are solely and fully responsible for its value until it is redeemed or settled, and you agree that:

• a coupon your customer requests is final on request, and you will not require them to switch to cash or shipping instead;
• you will honor every code you issue at its full face value in your channel, on the terms shown to the customer, and you will not expire, devalue, or refuse a valid code;
• no single coupon will exceed $5,000 unless the customer has confirmed in writing on the offer page that they understand a coupon is spent in one order;
• you will keep enough inventory or availability in your channel that outstanding coupons can realistically be spent;
• the money behind a coupon is not held by us, not held in trust, and not insured. It is a debt you owe your customer, and it survives the end of this agreement.

6. If you stop breaking or leave the platform

You acknowledge that you remain fully responsible for the value of every coupon you have issued if you shut down, pause, sell, or wind up your business, lose your Whatnot channel, or leave the platform for any reason. Closing your account does not cancel that obligation.

Before you go, and in any event within 30 days of stopping, you will:

• tell us and tell every customer holding an unredeemed coupon that you are stopping;
• give each of those customers a fair chance to redeem, or pay them the remaining face value of their coupons in cash by their preferred payout method;
• ship or return any customer card still in your possession, at your cost;
• release every card in your inventory that is no longer yours (section 7) and settle any invoice outstanding.

If you do not, we may tell affected customers what has happened, publish that your account is no longer in good standing, refer the matter for collection, and pursue what you owe. Any amount we choose to pay a customer to limit harm caused by your failure is a debt you owe us, recoverable in full along with reasonable costs. Nothing here makes us liable for what you owe.

7. One card, one breaker

A graded card is a physical object and can only be held by one breaker on this platform at a time. While you hold a card, its grader and certification number are claimed platform-wide, and another breaker’s attempt to add the same cert is refused and logged. You agree that:

• you will only add cards you actually have, or are about to receive;
• you will release a card — or mark it sold or shipped — promptly once it is no longer yours, and in any event within seven days;
• you will not use another breaker’s certification numbers, photographs, or listings to make it look as though you hold a card you do not;
• we may release a card on your behalf, and tell both breakers, where the evidence shows the card has moved on and you have not released it.

Repeatedly claiming cards you do not hold is grounds for immediate suspension. We do not adjudicate ownership of a physical card between two breakers; where a genuine dispute exists, it is for you to resolve, and we may freeze the cert for both of you until you do.

8. Platform fees and invoices

• Our fee is 1% of the cash buyback payouts you complete in a week (Monday to Sunday, Eastern time), unless we agree a different rate with you in writing. Coupons and shipped cards are not billed.
• We invoice weekly to your billing email. Payment is due within 14 days. We may charge interest of 1.5% per month, or the maximum the law allows if that is lower, on an overdue balance, plus the costs of collecting it.
• Fees are exclusive of any tax. You are responsible for any tax charged on our services to you.
• We may change the fee on 30 days’ notice by email. If you do not agree, you may close your account before the change takes effect; sections 5, 6 and 14 still apply to what you already issued.
• Our records of your completed payouts are the basis for invoices. Query an invoice within 30 days or it is treated as accepted.

9. Customer data and messages

Customers hold one account on the platform and may deal with several breakers. You may use the customer information you see through your account only to run buybacks and ship cards for the customers who have connected to you, and you must keep it confidential. You will not:

• export, sell, rent, or share that information, or add it to a marketing list, mailing system, or CRM without the customer’s own consent;
• contact customers of other breakers, or use the platform to solicit them away from another breaker;
• send marketing messages of any kind to a customer who has not opted in with you, or ignore an opt-out.

You are the controller of the personal information you collect from your own customers, and you are responsible for your own privacy notice and for any law that applies to it. We handle information as described in our Privacy Policy. Each of us will tell the other without undue delay about a security incident affecting shared customer data.

10. Compliance, tax and records

• You are responsible for your own licences, registrations, sales tax, income tax, and any information reporting your payouts require. We do not give tax or legal advice and do not file on your behalf.
• You will not use the platform for money laundering, sanctions evasion, or to pay anyone you are prohibited from paying.
• You will keep records of your offers, approvals, payouts and coupons for at least four years, and give us copies of what is reasonably needed if a customer complains or a regulator asks.

11. Suspension and termination

You may close your account at any time from Settings, subject to sections 5 and 6. We may suspend or close your account, with notice where practical and immediately where customers or the platform are at risk, if:

• you fail to pay customers, honor coupons, or ship cards;
• you claim cards you do not hold, or misuse another breaker’s listings;
• an invoice is more than 30 days overdue;
• you break this agreement, the law, or a payment provider’s or marketplace’s rules, or a provider withdraws service from you;
• we reasonably suspect fraud, or repeated customer harm.

On suspension your sign-up link closes and new buybacks stop. Obligations to your existing customers continue. Sections 5, 6, 9, 10, 12, 13, 14, 15 and 16 survive the end of this agreement.

12. No warranty

The platform is provided “as is” and “as available.” To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or trade usage. We do not warrant that the platform will be uninterrupted, timely, secure, or error-free, that values or sale data shown are accurate or current, or that a third-party provider — Whatnot, Stripe, PayPal, Shopify, WooCommerce, a grader’s API, an email or SMS provider — will remain available or behave as expected. You are responsible for checking anything you rely on before you act on it.

13. Limitation of liability

To the fullest extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or lost or corrupted data, even if told such damages were possible.

Our total liability to you for all claims arising out of or relating to this agreement or the platform, in contract, tort (including negligence), statute or otherwise, will not exceed the platform fees you actually paid us in the three months before the event giving rise to the claim, or one hundred dollars ($100) if you paid us nothing. This cap applies in aggregate, not per claim.

We are not liable for what you owe your customers — cash, coupons, or cards — or for the acts of another breaker, a customer, or a third-party provider. Nothing in this section limits liability that cannot be limited by law, including fraud.

14. Indemnity

You will defend, indemnify and hold harmless Trusted Rips LLC, its owners, staff and contractors from any claim, demand, investigation, loss, liability, penalty, or cost (including reasonable legal fees) arising out of or relating to:

• your breaks, offers, payouts, coupons, shipments, or anything else you do with your customers;
• coupons you fail to honor, including after you stop trading;
• cards you list that you do not hold, or any dispute with another breaker or a customer over ownership of a card;
• your breach of this agreement, of the law, or of a marketplace’s or payment provider’s rules;
• your handling of personal information, including any marketing message you send.

We will tell you promptly about a claim, let you control the defense of it with counsel we reasonably approve, and cooperate at your expense. You may not settle a claim in a way that admits fault on our part or imposes an obligation on us without our written consent.

15. Disputes, arbitration and governing law

This agreement is governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules.

Before filing anything, you agree to raise the dispute with us at info@trustedrips.com and to spend 30 days trying to resolve it in good faith.

Any dispute that is not resolved will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Oakland County, Michigan, or by video at the arbitrator’s discretion. Judgment on the award may be entered in any court of competent jurisdiction. Either of us may bring an individual claim in small-claims court instead, and either of us may seek injunctive relief in court to protect intellectual property or confidential information.

Claims are brought individually. You and we each waive any right to a jury trial and to bring or participate in a class, collective, consolidated, or representative action. Any claim must be filed within one year after it arises, or it is permanently barred, except where a longer period cannot be waived by law.

16. Changes and general terms

We may change this agreement. We will post the new version here with a new effective date and, for a material change, email your billing address at least 14 days before it takes effect. Continuing to use the platform after that date is acceptance. The version you accepted, and the date, are recorded with your account.

Neither party is liable for a delay or failure caused by something outside its reasonable control, including outages at Whatnot, a payment provider, or a hosting provider. You may not assign this agreement without our written consent; we may assign it to an affiliate or in connection with a merger or sale of the business. If a provision is unenforceable, the rest stands. A failure to enforce a right is not a waiver of it. This agreement, with the documents it refers to, is the entire agreement between us about the platform.

Questions: info@trustedrips.com, or Trusted Rips LLC, 1346 Rankin St, Troy, Michigan 48083.