Terms of Service

1. Acceptance of Terms

By accessing or using the Parting Up website or any related services (collectively, the "Platform"), you agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and any additional policies posted on the Platform. If you do not agree, do not use the Platform.

These Terms constitute a legally binding agreement between you and Parting Up, a general partnership based in Minnesota, United States ("Parting Up," "we," "us," or "our"). If Parting Up is reorganized into or succeeded by a new legal entity (such as an LLC or corporation), we will provide notice and, where required by applicable law, obtain fresh acceptance of updated Terms prior to the transition taking effect.

2. Description of Service

Parting Up is a peer-to-peer online marketplace connecting buyers and sellers of agricultural parts and equipment. Standard access to the Platform is currently provided free of charge; paid tiers may be introduced in the future as described in Section 5. Parting Up does not buy, sell, inspect, or broker any goods. We are a neutral platform that facilitates communication and listings between independent users. All transactions occur solely between users.

The Platform may display third-party advertisements, including those served by Google Ads, and may offer sponsored listing placements. The presence of any advertisement or sponsored post does not constitute an endorsement by Parting Up of any product, service, or seller.

3. Eligibility

To use the Platform, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater;
• Be located in, or conducting transactions within, the United States or Canada;
• Have the legal capacity to enter into a binding contract; and
• Not be prohibited from using the Platform under any applicable law.

By using the Platform, you represent and warrant that you meet all eligibility requirements. We reserve the right to verify eligibility at any time.

4. User Accounts

4.1 Registration

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

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately at legal@partingup.com if you suspect unauthorized access.

4.3 One Account Per Individual

Each individual person may maintain only one active personal account. Businesses, dealerships, cooperatives, and other commercial entities that require multiple user seats should contact us at legal@partingup.com to discuss account arrangements. Creating duplicate or fraudulent accounts may result in immediate termination of all associated accounts.

4.4 Termination by Parting Up

We reserve the right to suspend or terminate any account at any time, with or without notice, for conduct we determine, in our sole discretion, violates these Terms or harms other users, third parties, or the Platform. If you believe your account was suspended or terminated in error, you may contact us at legal@partingup.com to request a review. We are not obligated to reinstate any account but will consider good-faith appeals.

4.5 Termination by User

You may close your account at any time by contacting us at legal@partingup.com. Upon termination, your listings will be removed and access to your account data will cease, subject to our data retention practices described in our Privacy Policy.

5. Free Access and Paid Services

5.1 Free Tier

Basic access to the Platform is provided free of charge, including the ability to post and respond to listings up to applicable limits.

5.2 Power User Accounts

Users who maintain a high volume of active listings (currently defined as [INSERT NUMBER] or more listings, subject to change) may be designated as "Power Users" and subject to applicable fees. Power User fee rates, billing terms, and thresholds will be published on the Platform and incorporated into these Terms by reference. We will provide at least 30 days' notice before imposing fees on any previously free activity.

5.3 Sponsored Listings

Parting Up may offer sponsored or promoted listing placements for a fee. Sponsored content will be clearly labeled as such. Purchasing a sponsored listing does not guarantee any particular outcome, visibility level, or number of responses.

5.4 No Refunds

All fees paid to Parting Up are non-refundable unless otherwise required by applicable law or expressly stated at the time of purchase.

5.5 Taxes

You are solely responsible for any taxes applicable to your use of paid services or transactions conducted through the Platform.

6. Listings and User Content

6.1 Seller Responsibility

Users who post listings ("Sellers") are solely responsible for the accuracy, completeness, and legality of their content. You represent and warrant that:

• You have the legal right to sell the item listed;
• The item is accurately described, including known defects or conditions;
• The listing does not violate any applicable law or third-party right; and
• You will promptly remove listings for items that are sold, unavailable, or inaccurately described.

6.2 Content Standards

All content posted to the Platform must be:

• Accurate, truthful, and not misleading;
• Related to agricultural parts, equipment, or directly related goods;
• Free of offensive, defamatory, obscene, harassing, or illegal material; and
• Content you own or have the right to post.

6.3 License to User Content

By posting content on the Platform, you grant Parting Up a non-exclusive, royalty-free, worldwide, sublicensable license to use, display, reproduce, and distribute such content solely for the purposes of operating, improving, and promoting the Platform. This license terminates when you remove the content or close your account, except to the extent Parting Up has already distributed or cached the content in the ordinary course of Platform operations, or as required to comply with legal obligations.

6.4 No Endorsement

Parting Up does not review, verify, or endorse any listing or user. A listing's presence on the Platform is not a representation by Parting Up regarding the quality, safety, legality, or availability of any item.

6.5 Removal of Content

Parting Up reserves the right to remove any listing or content at any time, for any reason, without notice or liability.

7. Prohibited Conduct

You agree not to:

1. Post false, inaccurate, misleading, or fraudulent content or listings;
2. List counterfeit, stolen, or illegally obtained goods;
3. Violate any federal, state, provincial, or local law, including export control and consumer protection laws;
4. Harass, threaten, abuse, or harm any other user;
5. Collect personally identifiable information from other users without their consent;
6. Use bots, scrapers, or automated tools to access or extract Platform data without our express written permission;
7. Circumvent, disable, or interfere with the Platform's security features or paid access controls;
8. Post spam, chain letters, or unsolicited commercial messages;
9. Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
10. Interfere with or disrupt the Platform, its servers, or connected networks;
11. Attempt to gain unauthorized access to any portion of the Platform or any other user's account; or
12. Use the Platform to facilitate transactions outside the United States or Canada.

8. Transactions Between Users

8.1 Parting Up Is Not a Party

All transactions are solely between the Seller and the Buyer. Parting Up is not a party to any transaction and bears no responsibility for disputes, payment failures, item condition, delivery, title, or any other aspect of a transaction.

8.2 No Warranty on Items

Parting Up makes no representation or warranty regarding the quality, safety, legality, fitness for a particular purpose, or authenticity of any item listed. Users transact entirely at their own risk.

8.3 User Disputes

Parting Up has no obligation to mediate or resolve disputes between users. We may, at our sole discretion, facilitate communication but are not obligated to do so and assume no liability for the outcome.

9. Advertising and Third-Party Content

9.1 Third-Party Ads

The Platform may display advertisements served by third-party networks, including Google Ads. Parting Up does not control the content of third-party advertisements and is not responsible for their accuracy, legality, or the products or services they promote.

9.2 No Advertiser Influence

Advertisers do not influence editorial content, listing rankings, or search results on the Platform except through clearly labeled sponsored placements.

9.3 Third-Party Links

The Platform may contain links to third-party websites. Parting Up does not endorse and is not responsible for the content, privacy practices, or terms of any third-party site.

10. Intellectual Property

10.1 Parting Up Property

All Platform content not generated by users — including the Parting Up name, logo, tagline ("Because, Farming is Fixing"), design, software, and text — is the exclusive property of Parting Up or its licensors and is protected by applicable intellectual property laws. You may not reproduce, modify, distribute, or create derivative works from our content without express written permission.

10.2 Feedback

If you provide feedback, suggestions, or ideas about the Platform, you grant Parting Up an unrestricted, perpetual, royalty-free license to use such feedback for any purpose without compensation to you.

11. Privacy

Your use of the Platform is governed by our Privacy Policy, incorporated herein by reference. By using the Platform, you consent to the collection, use, and sharing of your information as described therein.

12. Canadian Users

Users in Canada acknowledge that:

• Their use of the Platform is subject to applicable Canadian law, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation;
• Items listed may be subject to provincial regulations that vary by location; and
• Cross-border transactions may be subject to customs duties, taxes, and import/export regulations, for which users are solely responsible.

Quebec Users: Users located in Quebec acknowledge that Quebec's Consumer Protection Act (L.R.Q., c. P-40.1) and Act Respecting the Protection of Personal Information in the Private Sector may provide rights beyond those described in these Terms, including limitations on mandatory arbitration and liability waivers. Nothing in these Terms is intended to waive rights that cannot be waived under Quebec law.

13. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT.

PARTING UP DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY LISTING OR USER-GENERATED CONTENT.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTING UP AND ITS PARTNERS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES — ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, ANY LISTING OR CONTENT, OR ANY TRANSACTION BETWEEN USERS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL PARTING UP'S TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU PAID TO PARTING UP IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

15. Indemnification

You agree to indemnify, defend, and hold harmless Parting Up and its partners, successors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Platform;
• Your listings or content;
• Your violation of these Terms;
• Your violation of any applicable law or regulation; or
• Any dispute or transaction between you and another user.

16. Modifications

Parting Up may modify, suspend, or discontinue the Platform at any time without liability. We may update these Terms at any time by posting a revised version with an updated "Last Updated" date. For material changes — particularly those affecting fees or arbitration — we will provide at least 30 days' notice via email or prominent Platform notice. Continued use after the effective date constitutes acceptance.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms are governed by the laws of the State of Minnesota, United States, without regard to conflict of law principles.

17.2 Informal Resolution

Before initiating any formal proceeding, you agree to contact us at legal@partingup.com and attempt good-faith resolution. We will attempt to respond within 30 days.

17.3 Binding Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, with proceedings conducted in Minneapolis, Minnesota or remotely at the arbitrator's discretion. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Arbitration fees will be allocated in accordance with the AAA Consumer Arbitration Rules, under which Parting Up is generally responsible for filing and administrative fees for claims under $10,000 USD.

17.4 Class Action Waiver

YOU AGREE THAT ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE, OR REPRESENTATIVE PROCEEDING AGAINST PARTING UP.

17.5 Injunctive Relief Exception

Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction in Hennepin County, Minnesota to prevent irreparable harm pending arbitration.

17.6 Canadian Dispute Note

Canadian users acknowledge that mandatory arbitration provisions may be subject to applicable provincial consumer protection laws, which may provide additional rights not waivable by contract.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any fee schedules published on the Platform, constitute the entire agreement between you and Parting Up regarding the Platform.

18.2 Severability

If any provision is found unenforceable, the remaining provisions continue in full force. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

18.3 No Waiver

Failure to enforce any provision shall not constitute a waiver of our right to enforce it in the future.

18.4 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. Parting Up may assign its rights and obligations — including upon formation of a successor LLC or corporate entity — without restriction.

18.5 Force Majeure

Parting Up shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including natural disasters, internet outages, or government actions.

18.6 Statute of Limitations

To the fullest extent permitted by applicable law, any claim or cause of action arising out of or related to your use of the Platform or these Terms must be filed within one (1) year after the claim or cause of action arose. Claims not filed within this period are permanently barred.

19. Regulatory Compliance — Agricultural Parts

Users are solely responsible for ensuring that all parts and equipment listed or purchased through the Platform comply with applicable federal, state, provincial, and local laws and regulations, including but not limited to:

• U.S. Environmental Protection Agency (EPA) regulations governing emissions-related components;
• U.S. Department of Agriculture (USDA) regulations applicable to agricultural equipment and parts;
• Transport Canada and provincial regulations governing vehicle and equipment safety in Canada;
• Applicable import/export controls, including USDA Animal and Plant Health Inspection Service (APHIS) requirements for equipment crossing international borders; and
• Any state or provincial regulations governing the sale or transfer of used agricultural equipment components.

Parting Up makes no representation that any item listed on the Platform is compliant with applicable regulations. Buyers are responsible for verifying regulatory compliance prior to purchase. Sellers are responsible for accurately disclosing any known regulatory limitations on items listed.

20. Contact