Terms of Service

Welcome to Delay. These Terms of Service (“Terms”) govern your access to and use of the Delay marketplace platform, including our website and mobile applications (collectively, the “Service”). By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy.

Please read these Terms carefully before using the Service. If you do not agree to these Terms, you may not access or use the Service.

1. About Delay

Delay is an online marketplace that connects musicians to buy, sell, and trade used music equipment. We provide a platform for users to list items, browse listings, communicate with other users, and facilitate local transactions. Delay acts solely as an intermediary and is not a party to any transaction between buyers and sellers.

2. Eligibility

To use the Service, you must be at least 16 years old (or the age of digital consent in your jurisdiction, whichever is higher). If you are under 18 years old, you must have parental or guardian consent to use the Service.

By using the Service, you represent and warrant that you meet these eligibility requirements and have the legal capacity to enter into these Terms.

3. Account Registration

To access certain features of the Service, you must create an account. We offer account creation through Google Sign-In and Sign in with Apple. When you create an account, you agree to:

• Provide accurate, current, and complete information
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account
• Maintain only one account per person

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe are being used for fraudulent or illegal purposes.

4. Listing Fees and Payments

4.1 Listing Fees

Delay charges a flat fee of $5.00 USD per listing to publish your item on the marketplace. This fee is charged at the time of listing publication and is non-refundable, regardless of whether your item sells.

4.2 Payment Processing

Listing fees are processed through Stripe, our third-party payment processor. By paying a listing fee, you agree to Stripe's terms of service. We do not store your full payment card details on our servers.

4.3 Transactions Between Users

Delay does not process payments between buyers and sellers. All transactions for the purchase of listed items occur directly between users, typically in person during meetups. You are solely responsible for the terms of any transaction you enter into with another user.

5. Marketplace Rules

5.1 Listing Requirements

When creating a listing, you agree to:

• Provide accurate and truthful descriptions of your items
• Upload genuine photos of the actual item you are selling
• Only list items that you own and have the right to sell
• Set prices in good faith
• Keep your listings up to date and remove sold items promptly

5.2 Permitted Items

Delay is a marketplace specifically for music equipment and related gear. Permitted items include, but are not limited to: guitars, basses, amplifiers, effect pedals, keyboards, synthesizers, drums, studio equipment, microphones, cables, cases, and music-related accessories.

5.3 Prohibited Items

The following items may not be listed on Delay:

• Counterfeit or replica items misrepresented as genuine
• Stolen property
• Items that infringe on intellectual property rights
• Items that are illegal to sell in your jurisdiction
• Items unrelated to music equipment
• Weapons or dangerous items
• Items that violate any applicable laws or regulations

5.4 Prohibited Conduct

You agree not to:

• Engage in fraud, misrepresentation, or deceptive practices
• Harass, threaten, or abuse other users
• Send spam or unsolicited commercial messages
• Attempt to circumvent listing fees or conduct transactions off-platform to avoid fees
• Create multiple accounts or impersonate another person
• Use the Service for any illegal purpose
• Interfere with the proper functioning of the Service
• Scrape, crawl, or use automated means to access the Service without permission
• Attempt to gain unauthorized access to other users' accounts or our systems

6. Offers and Trades

The Service allows buyers to submit offers on listings. Sellers may also indicate that they are open to trades. All offers and trade proposals are non-binding until both parties agree to the transaction terms outside of the platform.

Delay does not guarantee that any offer will be accepted, or that any transaction will be completed. You are solely responsible for evaluating offers and deciding whether to proceed with a transaction.

7. Messaging

The Service provides encrypted messaging to facilitate communication between buyers and sellers. Messages are encrypted in transit and at rest to protect your privacy.

When using messaging, you agree not to:

• Send harassing, threatening, or abusive messages
• Send spam or unsolicited commercial content
• Share illegal content
• Attempt to conduct transactions outside the platform to circumvent fees

We reserve the right to review messages when investigating reported violations of these Terms.

8. AI-Powered Features

Delay uses artificial intelligence to enhance the listing experience. When you upload photos to create a listing, our AI may analyze them to suggest product details such as manufacturer, model, category, condition, and estimated pricing.

By using these features, you acknowledge that:

• AI suggestions are provided as a convenience and may not be accurate
• You are responsible for reviewing and editing all listing details before publication
• AI-generated price estimates are not appraisals and should not be relied upon
• Your photos may be processed by third-party AI service providers (Anthropic, Google, OpenAI) in accordance with our Privacy Policy

9. Meetups and Safety

Transactions on Delay typically involve in-person meetups between buyers and sellers. Your safety is important to us, and we recommend the following precautions:

• Meet in public, well-lit locations
• Consider meeting at a local police station or other safe public space
• Bring a friend or let someone know where you are going
• Trust your instincts—if something feels wrong, do not proceed
• Inspect items thoroughly before completing a transaction
• Use secure payment methods and be wary of unusual payment requests

Delay is not responsible for the conduct of users during meetups or for any disputes, injuries, losses, or damages that may arise from in-person transactions.

10. User Content

10.1 Ownership

You retain ownership of all content you submit to the Service, including photos, descriptions, and messages (“User Content”). By submitting User Content, you grant Delay a worldwide, non-exclusive, royalty-free license to use, display, reproduce, and distribute your User Content in connection with operating and promoting the Service.

10.2 Content Standards

You are solely responsible for your User Content. You represent and warrant that your User Content does not violate any third party's intellectual property rights, privacy rights, or any applicable laws.

10.3 Content Moderation

We reserve the right, but are not obligated, to review, edit, or remove User Content that violates these Terms or that we find objectionable. We may also report illegal content to law enforcement authorities.

11. Reporting and Safety

If you encounter a listing or user that violates these Terms, please report it using the reporting features in the Service. We take reports seriously and will investigate violations.

You may also block other users from messaging you. Blocking is available through the messaging interface.

12. Intellectual Property

The Service and its original content (excluding User Content), features, and functionality are owned by Delay and are protected by copyright, trademark, and other intellectual property laws. Our trademarks and trade dress may not be used without our prior written consent.

13. Copyright Infringement

If you believe that your copyrighted work has been copied and is accessible on the Service in a way that constitutes copyright infringement, please contact us with the following information:

• A description of the copyrighted work you claim has been infringed
• The location on the Service where the infringing material is located
• Your contact information
• A statement that you have a good faith belief that the use is not authorized by the copyright owner
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf

14. Third-Party Services

The Service integrates with third-party services including Google (for authentication and maps), Apple (for authentication), Stripe (for payment processing), and AI providers (for photo analysis). Your use of these services is subject to their respective terms of service and privacy policies.

15. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Delay does not warrant that:

• The Service will be uninterrupted, secure, or error-free
• Any information provided by users is accurate or reliable
• Items listed on the Service are of any particular quality or condition
• Transactions between users will be completed successfully
• The Service will meet your specific requirements

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DELAY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM:

• Your use of or inability to use the Service
• Any transactions or interactions between users
• Any conduct of third parties on the Service
• Unauthorized access to or alteration of your data
• Any other matter relating to the Service

IN NO EVENT SHALL DELAY'S TOTAL LIABILITY TO YOU EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNTS YOU HAVE PAID TO DELAY IN THE TWELVE MONTHS PRECEDING THE CLAIM.

17. Indemnification

You agree to indemnify, defend, and hold harmless Delay and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service
• Your User Content
• Your violation of these Terms
• Your violation of any rights of another party
• Your transactions or interactions with other users

18. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions.

You agree to attempt to resolve any dispute informally by contacting us first. If we cannot resolve the dispute informally, you agree that any legal action or proceeding shall be brought exclusively in the state or federal courts located in North Carolina.

19. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by updating the “Last updated” date at the top of these Terms and, where appropriate, by sending you an email or displaying a notice in the Service.

Your continued use of the Service after any modifications constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

20. Termination

You may terminate your account at any time by contacting us or using the account deletion feature in your settings. We may suspend or terminate your account and access to the Service at any time, with or without cause, and with or without notice.

Upon termination, your right to use the Service will immediately cease. Provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

21. General Provisions

21.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Delay regarding the Service and supersede any prior agreements.

21.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

21.3 Waiver

Our failure to enforce any provision of these Terms shall not be deemed a waiver of that provision or our right to enforce it later.

21.4 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

22. Contact Us

If you have any questions about these Terms, please contact us at [email protected].