TERMS OF USE

Last Updated: June 2026

Welcome to UppSeller.

These Terms of Use ("Terms") govern your access to and use of the UppSeller platform, website, software, integrations, applications and related services (collectively, the "Services").

UppSeller is operated by Liquidation Prime Inc. ("UppSeller", "Company", "we", "us", or "our"), an Ontario corporation.

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services.

1. ELIGIBILITY

The Services are intended solely for business, commercial and professional use.

You represent and warrant that:

• You are at least 18 years old;
• You have authority to act on behalf of the business you represent;
• Your use of the Services complies with applicable laws and regulations.

The Services are not intended for personal, family or household use.

2. DESCRIPTION OF SERVICES

UppSeller provides technology and inventory disposition services designed to help sellers identify, evaluate and manage:

• Returned inventory;
• Excess inventory;
• Overstock inventory;
• Removal orders;
• Other inventory disposition opportunities.

The Services may include inventory analysis, valuation tools, buyout opportunities, liquidation recommendations and marketplace placement opportunities.

We may modify, suspend or discontinue any part of the Services at any time without prior notice.

3. ACCOUNT REGISTRATION

Certain features require account registration.

You agree to:

• Provide accurate information;
• Maintain accurate account information;
• Protect your login credentials;
• Notify us of unauthorized account access.

You are responsible for all activity occurring under your account.

4. AMAZON AND WALMART AUTHORIZATION

Certain Services require authorization through Amazon Selling Partner API (SP-API), Walmart APIs or other third-party integrations.

By connecting your account, you authorize UppSeller to access information necessary to provide the Services.

You remain solely responsible for:

• Your Amazon account;
• Your Walmart account;
• Permissions granted to UppSeller;
• Compliance with Amazon and Walmart policies.

UppSeller does not collect or store your Amazon or Walmart login credentials.

5. INVENTORY EVALUATION AND BUYOUT SERVICES

UppSeller may analyze inventory information and provide:

• Inventory valuations;
• Liquidation recommendations;
• Inventory recovery opportunities;
• Marketplace placement opportunities;
• Buyout opportunities.

Any valuation, estimate, recommendation, projection or preliminary offer displayed through the Services is provided for informational purposes only.

No valuation, estimate or preliminary offer constitutes a binding commitment to purchase inventory.

Any inventory purchase, buyout transaction or liquidation transaction is subject to separate review, verification, approval and execution by Liquidation Prime Inc.

Liquidation Prime Inc. reserves the right to reject, modify or withdraw any proposed transaction, valuation or offer at any time before execution.

6. MARKETPLACE REFERRALS

UppSeller may facilitate introductions, referrals or inventory transfers to:

• Liquidation Prime Marketplace;
• Third-party marketplaces;
• Liquidation buyers;
• Inventory recovery partners;
• Service providers.

UppSeller does not guarantee:

• Successful inventory sales;
• Buyer participation;
• Marketplace demand;
• Transaction completion;
• Inventory recovery values.

Transactions conducted through third-party marketplaces or buyers are subject to separate terms and conditions.

7. THIRD-PARTY PLATFORMS

The Services depend on third-party platforms including Amazon, Walmart and other service providers.

UppSeller is not responsible for:

• API outages;
• API changes;
• Account suspensions;
• Account restrictions;
• Data inaccuracies;
• Platform policy changes;
• Platform decisions.

Certain features may become unavailable if third-party access is restricted, modified or revoked.

8. DATA ACCURACY

Inventory data, return data, removal order data and other information received from third-party platforms may contain inaccuracies, omissions or delays.

UppSeller does not guarantee the accuracy, completeness or timeliness of information received from Amazon, Walmart or any third-party source.

Users remain responsible for independently verifying information before making business decisions.

9. PROHIBITED USES

You may not use the Services:

• For unlawful purposes;
• To violate applicable laws or regulations;
• To interfere with or disrupt the Services;
• To attempt unauthorized access to systems or accounts;
• To upload malicious software or code;
• To scrape, copy or reverse engineer the Services;
• To misuse data obtained through the Services;
• To infringe intellectual property rights.

We may suspend or terminate accounts for violations of these Terms.

10. FEES AND PAYMENTS

Certain Services may involve transaction fees, service fees, inventory acquisition fees or other charges.

Any applicable fees will be disclosed before a transaction is completed.

Unless otherwise agreed in writing, fees paid to Liquidation Prime Inc. are non-refundable except where required by applicable law.

11. INTELLECTUAL PROPERTY

All software, content, trademarks, logos, technology and intellectual property associated with the Services remain the exclusive property of Liquidation Prime Inc. or its licensors.

No ownership rights are transferred to users.

You may not reproduce, distribute, modify or create derivative works from the Services without written permission.

12. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIQUIDATION PRIME INC. DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND RELIABILITY.

UPPSELLER DOES NOT GUARANTEE:

• Inventory recovery values;
• Inventory sale prices;
• Marketplace demand;
• Buyout eligibility;
• Transaction completion;
• Profitability;
• Financial outcomes;
• Availability of third-party platforms.

Users remain solely responsible for business decisions made using information provided through the Services.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIQUIDATION PRIME INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.

THIS INCLUDES LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, BUSINESS INTERRUPTION OR SIMILAR DAMAGES.

14. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Liquidation Prime Inc., its officers, directors, employees, contractors and affiliates from any claims, liabilities, damages, losses and expenses arising from:

• Your use of the Services;
• Your violation of these Terms;
• Your violation of applicable law;
• Your violation of third-party rights.

15. TERMINATION

We may suspend, restrict or terminate access to the Services at any time if:

• You violate these Terms;
• We believe your use creates risk or liability;
• Required by law;
• Required by a third-party platform.

Termination does not affect rights or obligations accrued before termination.

16. CHANGES TO THE SERVICES

We reserve the right to modify, suspend or discontinue any portion of the Services at any time.

We shall not be liable for modifications, interruptions or discontinuation of the Services.

17. FORCE MAJEURE

UppSeller and Liquidation Prime Inc. shall not be liable for any delay, interruption or failure to perform obligations under these Terms where such delay, interruption or failure results from causes beyond our reasonable control, including but not limited to:

• Acts of God, natural disasters or extreme weather events;
• Internet or telecommunications outages;
• Third-party platform outages, API failures or changes, including Amazon SP-API or Walmart API disruptions;
• Cyberattacks, data breaches or security incidents affecting third-party infrastructure;
• Government actions, regulations or orders;
• Labour disputes or strikes;
• Power failures or infrastructure disruptions.

In such events, our obligations shall be suspended for the duration of the force majeure event. We will make reasonable efforts to resume normal operations as soon as practicable.

18. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Any dispute arising from these Terms shall be subject to the exclusive jurisdiction of the courts located in Ontario, Canada.

19. SEVERABILITY

If any provision of these Terms is determined to be unenforceable, the remaining provisions shall remain in full force and effect.

20. ENTIRE AGREEMENT

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Liquidation Prime Inc. regarding the Services.

21. CHANGES TO THESE TERMS

We may update these Terms from time to time.

Updated versions will be posted on our website with a revised effective date.

Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

22. CONTACT INFORMATION

Liquidation Prime Inc.
Operating as UppSeller
Ontario, Canada
Email: info@liquidationprime.ca

23. AMAZON AND WALMART DISCLAIMER

UppSeller is an independent platform operated by Liquidation Prime Inc.

UppSeller is not affiliated with, endorsed by, sponsored by, or approved by Amazon.com, Inc., Walmart Inc., or any of their affiliates.

Amazon, Amazon Selling Partner API (SP-API), Walmart and all related trademarks are the property of their respective owners.