Marketplace Terms of Use

1. Who we are and what these terms cover

These Marketplace Terms of Use ("Marketplace Terms") are an agreement between you and Circle Square Inc., doing business as ArmoryFlow ("ArmoryFlow," "we," "us"). They govern your use of the ArmoryFlow Marketplace at marketplace.armoryflow.com and any related pages, messaging, apps, and emails (together, the "Marketplace").

The Marketplace is separate from the ArmoryFlow software that firearms dealers subscribe to. Dealers who use the Marketplace remain bound by the ArmoryFlow Terms of Service. For consumer users, if these Marketplace Terms conflict with the Terms of Service, these Marketplace Terms control. Section 6.5 explains which terms apply to licensed dealers.

Our Privacy Policy, Acceptable Use Policy and Prohibited Items Policy are part of these Marketplace Terms.

By creating an account, checking the box that you agree, or using the Marketplace, you accept these Marketplace Terms. If you do not agree, do not use the Marketplace.

2. What ArmoryFlow is, and is not

The Marketplace is a communication and listing service. It lets users:

• post and browse listings;
• send messages and make, accept or decline offers on price;
• choose a transfer dealer and track the steps of a deal; and
• when both users agree, share their contact details with the dealer handling the transfer.

When you use the Marketplace, you understand and agree that ArmoryFlow:

• is not the buyer, seller, owner, or consignee of any item listed by a user;
• never takes possession of any firearm or item, and never ships, stores, or delivers one;
• does not collect, hold, escrow, or transfer money between users, and does not charge users a fee on a sale;
• is not acting as a firearms dealer, broker, auctioneer, or agent for any user, and is not a party to any agreement between users;
• does not perform background checks, verify that anyone is legally allowed to own a firearm, or approve any transfer; those are the responsibility of the transfer dealer and the law-enforcement systems it uses; and
• does not verify the identity, age, or eligibility of users, or the accuracy, ownership, condition, or legality of any listing, beyond the limited automated checks described in Section 10.

Information we show about laws, waiting periods, age limits, or dealer requirements is general information to help you plan. It is not legal advice and may be incomplete or out of date. You are responsible for knowing and following the laws that apply to you.

3. Who may use the Marketplace

To create an account or use the Marketplace, you must:

• be at least 18 years old;
• be a resident of the United States;
• not be prohibited from receiving or possessing firearms or ammunition under federal law (including 18 U.S.C. § 922(g) and (n)) or the law of your state or locality;
• not have had a Marketplace account suspended or terminated by us; and
• be able to enter into a binding contract.

To sell a handgun you must be at least 21. To buy a handgun from a licensed dealer, federal law requires that you be at least 21; to buy a rifle or shotgun, at least 18. Your state may set higher ages. Before publishing a listing or making an offer on a firearm, you will be asked for your date of birth and state of residence, and you agree that the information you give us is true.

You may hold only one personal Marketplace account. You are responsible for everything done through your account and must keep your login secure. Tell us at once at support@armoryflow.com if you believe your account has been used without your permission.

4. Every firearm transfer goes through a licensed dealer

A firearm listed on the Marketplace may only change hands at a holder of a Federal Firearms License ("FFL") that has agreed to handle the transfer. This applies to every firearm and every buyer and seller, including where your state would permit a private sale without a dealer. You agree:

• not to deliver, hand over, ship, or receive a firearm arranged through the Marketplace other than at or through the transfer FFL;
• that the transfer FFL must be licensed in the buyer's state of residence. Federal law generally forbids an unlicensed person from transferring a firearm to a resident of another state except through a licensee in the buyer's state (18 U.S.C. § 922(a)(3), (a)(5) and (b)(3));
• that the transfer FFL will run any required background check, complete ATF Form 4473 and any state forms, apply any waiting period, and may refuse a transfer for any lawful reason. Its decision is final as far as ArmoryFlow is concerned;
• that the transfer FFL is an independent business, not our agent or employee. It sets its own fees, hours, and requirements, and you deal with it directly. Showing an FFL on the Marketplace, including one that uses ArmoryFlow's software, is not an endorsement or a guarantee of its services; and
• to follow your state and local rules, which may include permits, registration, rosters of approved handguns, restrictions on certain rifles or magazines, one-gun-a-month limits, waiting periods, and safe-storage requirements.

If a transfer is denied or cannot lawfully happen, the deal does not proceed. ArmoryFlow is not responsible for any cost, fee, or loss that results.

5. Prohibited conduct

In addition to the Acceptable Use Policy, you will not use the Marketplace to:

• buy or attempt to buy a firearm for someone else who is the actual buyer (a "straw purchase"), or help anyone do so (18 U.S.C. § 932);
• sell or transfer a firearm to anyone you know or have reason to believe is prohibited from having one, or who intends to use it to commit a crime (18 U.S.C. §§ 922(d) and 933);
• avoid, delay, or defeat a background check, waiting period, or record-keeping requirement;
• engage in the business of dealing in firearms without a license. Under federal law, a person who devotes time, attention, and labor to dealing in firearms as a regular course of trade or business, to predominantly earn a profit through repeatedly buying and reselling firearms, must hold an FFL (18 U.S.C. § 921(a)(21)(C)). If you sell often, get legal advice. We may limit the number of listings an account may publish;
• list or offer anything stolen, anything with an altered, obliterated, or missing serial number, or anything you do not own or have the right to sell;
• misrepresent your identity, age, residence, eligibility, or licensed status;
• arrange payment, delivery, or a meeting in a way meant to keep a firearm away from the transfer FFL;
• harass, threaten, defraud, or spam other users or dealers, or post contact information in a listing to move a sale off the Marketplace and around these rules; or
• scrape, copy, or collect data about listings or users, or interfere with the Marketplace's security or operation.

We may report suspected illegal activity to law enforcement and cooperate with lawful requests, as described in Section 13.

6. Listings

6.1 What may be listed

Private sellers may list handguns, rifles and other long guns, shotguns, serialized receivers and frames, optics, and accessories, subject to the Prohibited Items Policy. Private sellers may not list items regulated under the National Firearms Act, ammunition, magazines, body armor, or firearm parts other than a serialized receiver or frame. Licensed dealers may list used items as described in Section 6.5.

6.2 Seller promises

Each time you publish or update a listing, you promise that:

• you own the item, or are authorized to sell it, and it is not stolen or subject to a lien;
• you may lawfully possess and transfer it, and it is lawful to sell it through an FFL;
• the listing, including the photos, price, condition, and description, is accurate and not misleading, and the photos are of the actual item;
• you will keep the listing current and remove it promptly once the item is sold, withdrawn, or no longer available; and
• you meet the seller age requirement in Section 3.

Do not publish the serial number of a firearm. Cover it in photos. Do not include your home address or personal phone number in a listing.

6.3 License to your content

You keep ownership of the listings, photos, messages, and reviews you post ("User Content"). You grant ArmoryFlow a non-exclusive, worldwide, royalty-free license to host, store, copy, display, resize, and distribute your User Content to operate, promote, and improve the Marketplace, including showing listings in search results and in social or marketing posts that link back to the Marketplace. This license ends when your User Content is deleted, except for copies kept in backups, records we must keep, or content already shared with other users.

6.4 Expiry and removal

Listings expire after the period shown when you publish them and may be renewed. We may hide, hold for review, edit to remove prohibited information, or remove any listing at any time, including one that our automated screening flags or that other users report.

6.5 Dealer listings

If you list on the Marketplace as a licensed dealer:

• The ArmoryFlow Terms of Service govern your relationship with ArmoryFlow, including its dispute-resolution section and its notice period for changes. These Marketplace Terms govern your listings and your conduct on the Marketplace. Section 18 does not apply to you.
• You may list only used items that you own, that are in your licensed inventory, and, for firearms, that are recorded in your acquisition and disposition records. Do not present new inventory as used.
• You are the seller. You alone are responsible for the sale, background check, transfer, records, taxes, warranties, and returns.
• Section 7.1 applies to your listings. ArmoryFlow does not process payment for dealer listings; the buyer pays at the transfer FFL, and ArmoryFlow does not charge a fee on the sale.
• The transfer must take place at an FFL licensed in the buyer's state of residence, as Section 4 requires, even where federal law would allow a different arrangement.
• Your listings are labeled as dealer listings. They are hidden if your FFL verification lapses, expires, or is revoked.
• You may list NFA items only if you hold an active Special Occupational Tax status and we have enabled NFA listings for your account.

7. Offers, accepted offers, and deals

Users may make, accept, and decline offers on price through the Marketplace. You understand that:

• an accepted offer records that the buyer and seller have agreed on a price, subject to a lawful transfer at the FFL. Any agreement to buy and sell is between the buyer and seller only. ArmoryFlow is not a party to it and does not enforce it;
• every agreement is conditional on the buyer passing the background check and the transfer FFL completing the transfer. Either user may cancel a deal before the transfer is complete, and the deal ends automatically if the transfer is denied or cannot lawfully take place;
• deal steps shown in the Marketplace (for example "FFL confirmed" or "Ready for transfer") are records entered by users and dealers to help you keep track. They do not mean that ArmoryFlow has confirmed anything; and
• only the seller may mark a deal sold, and only once the firearm is ready for transfer at the FFL.

7.1 Payment and safety

ArmoryFlow does not process payment between users. Arrange payment directly with the other user and the transfer FFL. For your protection we strongly recommend that you:

• pay, and receive payment, at the transfer FFL at the time of transfer;
• never send a deposit, gift card, wire, or cryptocurrency to someone you have not met;
• keep your conversation in Marketplace messages, where we can help if something goes wrong; and
• be wary of anyone who asks you to skip the FFL or to ship a firearm to them directly.

ArmoryFlow is not responsible for any payment, deposit, refund, or loss between users, or for any fee charged by an FFL.

8. Transfer dealers and your contact details

When the buyer and seller confirm a transfer FFL that uses ArmoryFlow, we let that dealer see the deal and message each of you about the transfer. The dealer sees your display name and the item, but not your email address, phone number, or location, unless you choose to share them.

You may choose, separately for each deal, to share your email and/or phone number with the transfer FFL, and separately whether the FFL may send you offers and promotions. Sharing is off unless you turn it on. You may withdraw it at any time from the deal page; withdrawal stops future sharing, but cannot recall details the FFL has already received. Once an FFL receives your details, its use of them is governed by its own policies and applicable law, not by ArmoryFlow.

If the transfer FFL does not use ArmoryFlow, we may send that business a one-time invitation telling it that a transfer may be coming. That invitation does not include your name or contact details.

9. Messages and communications

Messages between users and dealers are stored by ArmoryFlow. We may review messages, using automated tools and staff, to protect users, investigate reports, prevent fraud and illegal activity, and enforce these terms. Do not send anything through Marketplace messages that you would not want reviewed.

You agree to receive transactional emails and in-app notices about your account, listings, offers, deals, and messages. You can control most notification emails in your settings. We will send marketing email only as our Privacy Policy describes, and every marketing email includes a way to unsubscribe.

You agree that these terms, notices, and other communications may be provided electronically, and that your electronic acceptance has the same effect as a signature.

10. Screening, reports, and enforcement

We use automated screening and human review to keep prohibited items and conduct off the Marketplace. Screening is imperfect: it may miss items that break these rules and may hold lawful items for review. A listing that passes screening is not a statement by ArmoryFlow that the item is lawful to sell or own anywhere.

You can report a listing or user from the Marketplace or by emailing abuse@armoryflow.com. We may hide a listing while reports are reviewed. We have no duty to monitor the Marketplace, but we may, at our discretion and without notice, remove or hold content, limit features, require more information, or suspend or close an account, including where we reasonably believe a user is ineligible, has broken these terms, or poses a risk to others.

11. Reviews

After a completed deal, the buyer and seller may each review the other. Reviews must be honest, based on your own experience of that deal, and free of personal information, threats, and abuse. We may remove reviews that break these rules, but we do not otherwise edit reviews or decide disputes about them.

12. Fees

The Marketplace is currently free for buyers and private sellers. Transfer FFLs charge their own transfer fees, which you pay to the FFL. If we introduce Marketplace fees for consumers, we will tell you in advance and they will apply only to use after that date.

13. Law enforcement and records

We may preserve and disclose account information, listings, messages, and deal records when we believe in good faith that the law requires it, in response to valid legal process, to protect the safety of any person, or to investigate fraud or illegal activity, including straw purchases and trafficking. We describe this further in our Privacy Policy.

14. Disputes between users; release

You deal with other users and with transfer FFLs at your own risk. If you have a dispute with another user or an FFL, you agree to resolve it directly with them. ArmoryFlow may, but has no obligation to, help.

To the fullest extent permitted by law, you release ArmoryFlow, Circle Square Inc., and their officers, employees, and agents from all claims, demands, and damages of every kind, known and unknown, arising out of or connected with any dispute between you and another user or an FFL, any item, or any transfer. If you are a California resident, you waive California Civil Code § 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You waive any similar law of any other state.

15. Disclaimers

The Marketplace is provided "as is" and "as available." To the fullest extent permitted by law, ArmoryFlow disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. ArmoryFlow does not warrant that the Marketplace will be uninterrupted or error free, that any listing is accurate or lawful, that any user is who they say they are or is eligible to own a firearm, or that any deal or transfer will be completed. Items are sold by users, not by ArmoryFlow, and any warranty for an item is the seller's alone.

16. Limitation of liability

To the fullest extent permitted by law, ArmoryFlow will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, data, or goodwill, arising out of or related to the Marketplace, any user, any FFL, any item, or any transfer, even if advised of the possibility. ArmoryFlow's total liability for all claims arising out of or related to the Marketplace or these terms will not exceed the greater of one hundred dollars ($100) or the amount you paid ArmoryFlow for the Marketplace in the twelve months before the claim.

Some states do not allow certain exclusions or limits, so some of the above may not apply to you. Nothing in these terms limits liability that cannot be limited by law.

17. Indemnification

You will defend, indemnify, and hold harmless ArmoryFlow, Circle Square Inc., and their officers, employees, and agents from any claim, loss, liability, fine, or expense (including reasonable attorneys' fees) arising out of your User Content, your use of the Marketplace, any item you list, sell, or buy, any transfer you take part in, or your violation of these terms or any law, including firearms laws.

18. Arbitration agreement and class action waiver

Please read this section carefully. It affects how disputes between you and ArmoryFlow are resolved.

18.1 Informal resolution first

Before starting a claim, you and ArmoryFlow each agree to send the other a written notice describing the claim and the relief sought, and to try in good faith to resolve it for 60 days. Send notices to legal@armoryflow.com.

18.2 Binding individual arbitration

Except as stated below, any dispute between you and ArmoryFlow arising out of or relating to the Marketplace or these terms will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, before a single arbitrator. The Federal Arbitration Act governs this section. The arbitration may take place by video or in the county where you live. ArmoryFlow will pay the filing, administrative, and arbitrator fees that the Consumer Arbitration Rules assign to a business.

18.3 Exceptions

Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court for misuse of intellectual property or unauthorized access to the Marketplace.

18.4 No class actions

You and ArmoryFlow may bring claims against each other only individually, not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims of more than one person. If this class waiver is found unenforceable for a claim, that claim will proceed in court, not in arbitration.

18.5 Mass filings

If 25 or more similar demands are filed by or with the help of the same counsel or coordinated group, they will be administered in batches of up to 25 under the AAA's mass arbitration procedures, and the statute of limitations is paused for each demand until its batch is heard.

18.6 Your right to opt out

You may opt out of this arbitration agreement by emailing legal@armoryflow.com from your account email within 30 days after you first accept these terms, stating your name and that you opt out of arbitration. Opting out does not affect any other part of these terms.

19. Governing law and venue

These terms are governed by the Federal Arbitration Act, applicable federal law, and the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law rules. For any claim not subject to arbitration, you and ArmoryFlow consent to the state and federal courts located in Delaware County, Pennsylvania, except that you may bring a claim in small claims court where you live. Nothing here removes rights you have under the consumer protection laws of your state that cannot be waived.

20. Suspension and termination

You may close your account at any time from your settings or by emailing support@armoryflow.com. We may suspend or close your account, or remove your listings, as described in Section 10. If your account is closed, these sections continue to apply: 6.3 (for content already shared), 7, 8 (for details already shared), and 13 through 22.

21. Changes to these terms

We may change these Marketplace Terms. If a change is material, we will tell you by email or in the Marketplace at least 14 days before it takes effect, and we may ask you to accept the new terms before you continue. Changes do not apply to a dispute that arose before they took effect. If you do not agree to a change, stop using the Marketplace and close your account.

22. General

These Marketplace Terms, with the policies they incorporate, are the entire agreement between you and ArmoryFlow about the Marketplace. If any part is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these terms. We may assign them to an affiliate, or to a successor in connection with a merger, acquisition, reorganization, or sale of all or part of our business or assets. Nothing in these terms creates a partnership, agency, or employment relationship. We are not liable for delays caused by events beyond our reasonable control.

23. Contact