BuyingGroupPro Terms of Service

1. Eligibility

The Service is available only to individuals who are at least 18 years of age and who are legally capable of entering into binding contracts. If you are under 18, you may not use the Service.

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to United States embargo or sanctions, and that you are not listed on any United States government list of prohibited or restricted parties.

2. Description of Service

BuyingGroupPro is a comprehensive platform designed to facilitate churning and reselling activities. It provides advanced tools and resources to help users find deals, manage orders, track inventory, and maximize profitability. The Service includes:

• A web-based platform for order and deal management
• A Chrome extension for automated order syncing from Amazon, Amazon Business, Walmart, Sam's Club, Best Buy, Target, and Costco
• Integration with BFMR and other third-party services
• Real-time deal updates from multiple buying groups
• Automated profit calculations and analytics
• Inventory management and tracking system
• Advanced reporting dashboards and financial analytics
• Receipt uploading
• An optional Member Marketplace where members post offers to trade catalog items with one another and talk to each other about those offers, and may choose to have a listing shared publicly to our community Discord, governed by Section 6

2.1. API and Integration Usage

Users on applicable plans are granted access to our API and third-party integrations subject to the following terms:

• API usage is limited based on your subscription plan
• API tokens must be kept secure and not shared
• Integration with third-party services is subject to their respective terms of service
• Webhook integrations are limited to approved endpoints
• Data exported via API remains subject to all terms regarding data usage

2.2. Mobile Application

The BuyingGroupPro mobile application provides access to core platform functionalities from iOS and Android devices. Mobile application use is subject to these Terms as well as any terms imposed by the respective app stores. The mobile application may offer:

• On-the-go order and inventory management
• Push notifications for time-sensitive deals
• Barcode scanning functionality for inventory tracking
• Mobile receipt capture and upload
• Real-time profit analytics and dashboards

2.3. Paid Features

Certain advanced features are available exclusively to users on paid subscription plans (Pro and Concierge), including but not limited to:

• AI-powered deal analysis and profitability predictions
• Priority data synchronization
• Advanced tax reporting and documentation
• White-label reporting for business users
• Dedicated account manager and priority support
• Early access to new platform features

2.4. Independence from Retailers and Buying Groups

BuyingGroupPro is an independent tool. We are not affiliated with, endorsed by, sponsored by, or officially connected to Amazon, Walmart, Sam's Club, Best Buy, Target, Costco, BFMR, or any buying group, retailer, or manufacturer. All names and marks are the property of their respective owners and are used only to describe what the Service does.

We do not buy, sell, ship, warehouse, or take title to any goods. We do not act as your agent, broker, or representative in any transaction with a retailer or a buying group, and we are not a party to those transactions. Any purchase, submission, reimbursement, or payout is strictly between you and the relevant retailer or buying group.

2.5. Beta and Experimental Features

Features identified as beta, preview, or experimental are provided for evaluation only, may be changed or withdrawn at any time without notice, and are excluded from any service commitment or warranty.

3. User Responsibilities

3.1. Account Security

You are responsible for maintaining the confidentiality of your account information, including your username, password, and any other sensitive data. You are fully responsible for all activities that occur under your account, whether or not you authorized them.

3.2. Compliance with Laws

You agree to comply with all applicable local, state, national, and international laws and regulations while using the Service. You are solely responsible for all actions taken by you in connection with the Service.

3.3. Use Restrictions

You may not use the Service for any illegal or unauthorized purpose, including, but not limited to:

• Engaging in fraudulent or deceptive activities.
• Violating any intellectual property rights of third parties.
• Transmitting any harmful content, such as viruses, malware, or spam.
• Interfering with or disrupting the Service.
• Attempting to gain unauthorized access to the Service or its systems.
• Impersonating another person or entity.
• Making any false or misleading statements about your business or products.
• Reverse engineering, decompiling, or disassembling any part of the Service.
• Reselling, sublicensing, or providing the Service to third parties as a service bureau.
• Circumventing rate limits, access controls, or usage restrictions.
• Scraping or extracting data from the Service other than through features we provide.

3.4. Your Relationships with Retailers and Buying Groups

You are solely responsible for your own compliance with the terms, conditions, purchase limits, and policies of every retailer, marketplace, buying group, card issuer, and rewards program you use. Those parties may, at their sole discretion, cancel orders, close accounts, reverse rewards, withhold reimbursement, or refuse future business for any reason.

We do not warrant that any activity you conduct using the Service complies with any third party's terms, and we are not responsible for any account closure, order cancellation, forfeited rewards, withheld reimbursement, or other loss imposed on you by a retailer, buying group, or financial institution. You use the Service, and conduct your business, entirely at your own risk.

3.5. No Professional Advice

The Service, including its profit calculations, analytics, tax reports, and deal analysis, is provided for informational purposes only and does not constitute tax, legal, accounting, financial, or investment advice. Automated calculations may be incomplete or incorrect and may not reflect your circumstances or current law. Consult a qualified professional before making any business, tax, or financial decision. You are solely responsible for your own tax reporting and recordkeeping.

4. Intellectual Property

4.1. Ownership

The content, information, and materials available on the Service—including, but not limited to, text, graphics, logos, images, audio clips, and software ("Content")—are owned by or licensed to Axis Affiliates LLC, and are protected by copyright, trademark, and other intellectual property laws.

4.2. License and Use Restrictions

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your own internal business purposes. You may not reproduce, modify, distribute, transmit, display, perform, publish, or create derivative works from the Content without our express written permission. All rights not expressly granted are reserved.

4.3. Your Content

You retain ownership of the order data, receipts, and other content you submit ("User Content"). You grant us a worldwide, non-exclusive, royalty-free license to host, store, process, reproduce, and display your User Content solely to operate, secure, and improve the Service, and to use aggregated and de-identified data that does not identify you. You represent that you have all rights necessary to grant this license.

4.4. Feedback

If you send us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback for any purpose, without compensation or attribution to you.

4.5. Copyright Complaints

If you believe Content on the Service infringes your copyright, send a notice to [email protected] that includes: identification of the copyrighted work; identification of the allegedly infringing material and its location; your contact information; a statement of your good-faith belief that the use is not authorized; a statement, under penalty of perjury, that the information is accurate and that you are authorized to act; and your physical or electronic signature. We may remove allegedly infringing material and terminate the accounts of repeat infringers.

5. Payments & Refunds

If your use of the Service requires payment of subscription fees or other charges, you agree to pay all applicable fees in accordance with the terms set forth at the time of purchase. All fees are stated in U.S. dollars unless otherwise specified.

5.1. Subscription Terms

Subscription plans are billed on a recurring basis according to your selected plan (monthly, quarterly, or annually). Subscription fees are non-refundable except as required by law or as explicitly stated in these Terms. Subscriptions renew automatically at the then-current price for successive periods until cancelled, and you authorize us, or the applicable app store, to charge your payment method on each renewal date.

5.2. Cancellation Policy

You may cancel your subscription at any time through your account settings. Upon cancellation, your subscription will remain active until the end of your current billing period, after which it will not renew.

5.3. Refund Policy

Refunds, if any, are provided solely in our discretion. We may issue refunds for unused subscription periods in cases of service interruption or technical issues lasting more than 48 consecutive hours.

5.4. Purchases Through App Stores

Subscriptions purchased through the Apple App Store or Google Play are billed by that store and governed by its terms. We cannot cancel or refund those subscriptions. You must cancel them yourself in your app store account settings, and deleting your BuyingGroupPro account does not cancel them. Refund requests for app store purchases must be directed to that store.

5.5. Price Changes, Taxes, and Chargebacks

We may change our prices, and will give at least 30 days' notice before a change applies to your next renewal. Stated prices exclude applicable taxes, which are your responsibility. You agree to contact us before initiating a chargeback for a charge you could have resolved with us directly. We may suspend an account with an unresolved chargeback or an unpaid balance, and past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. Member Marketplace

The Member Marketplace (the "Marketplace") is an optional feature where members post offers to trade items from our catalog and talk to each other about those offers. This Section applies whenever you use the Marketplace, in addition to the rest of these Terms. Where this Section conflicts with another Section as to Marketplace activity, this Section controls.

6.1. What the Marketplace Is

The Marketplace is a connection venue. We do three things: we publish offers that members write, we host the conversation between two members about an offer, and we record what those members tell us afterward — whether they both say a trade completed, whether they vouch for each other, and whether anyone reports a problem.

That is the entire extent of our role. Specifically, we do not:

• Become a party to any trade between members. Every trade is a contract between the two members, and only between them.
• Process, transmit, collect, hold, escrow, or refund any payment, and we never receive the money for a trade.
• Hold, store, ship, take title to, or take custody of any item, code, credit, or other property being traded.
• Verify that a member actually has what they offer, that it is valid, unspent, unexpired, transferable, or worth what they say, or that they own it.
• Verify a member's identity, and we do not vet, endorse, or recommend any member.
• Set, negotiate, or approve prices or terms.
• Guarantee, insure, or underwrite any trade, or guarantee that any trade will complete at all.

We are not your broker, dealer, agent, fiduciary, escrow agent, or money transmitter, and we are not the agent of any member for any purpose. Nothing in the Marketplace creates a partnership, joint venture, or employment relationship between you and us.

Every listing, message, and vouch you see in the Marketplace was written by a member, not by us. Showing it is not our endorsement of it, of its author, or of the truth of anything in it.

Listings are shown to signed-in members. They may also be published outside the Service, to our community Discord server, at your option and only if you ask for it when you post. Section 6.14 sets out exactly what that publishes and what it does not.

6.2. Members Settle Directly with Each Other

All payment and all delivery happen between the two members, off the platform, and entirely at their own risk. You choose your counterparty, you choose how to pay or be paid, you choose what evidence to demand, and you bear the loss if it goes wrong. Deciding to trade with someone is your decision alone.

Understand what you are trading. These items are usually settled by handing over a redemption code, a PIN, a gift card, or a similar instrument. Those are cash-equivalent: whoever holds the code can spend it immediately, the value cannot be recalled once it is gone, and there is no chargeback that puts it back. Payment-processor buyer protection generally does not cover cash equivalents, digital codes, and virtual currency — PayPal Purchase Protection and comparable programs exclude them by their own terms, and a card dispute over one is frequently refused. Assume that if a counterparty takes your money or your code and disappears, your only recourse is against that person.

The reputation signals we display — completed trade counts, distinct counterparties, vouches, account age, and platform history — are computed from members' own activity and from their own confirmations. They are signals to help you judge risk. They are not verification, not a background check, not a credit check, and not a guarantee. Two members acting together can build some of them. Weigh them accordingly.

6.3. Who May Participate

Participating in the Marketplace — posting a listing, opening or replying in a conversation, confirming a trade, or vouching for a member — requires an active paid subscription. A free trial is not a paid subscription for this purpose. Browsing the Marketplace is open to any signed-in member.

Three things stay available to you even without a paid plan, because they are not participation: withdrawing or amending a listing you already posted, filing a report, and delivering a redemption code that settles a trade you already agreed to. We do not put your own data, your obligations to a counterparty, or the report button behind a paywall.

You must also be at least 18 (Section 1) and not currently suspended or banned from the Marketplace. We may change who is eligible to participate, add or remove requirements, and turn the Marketplace on or off, at any time and at our discretion.

6.4. What May Be Traded: The Catalog Is the Boundary

You may list only items that appear in our curated catalog. We create every catalog entry ourselves. Members can request a new one, a person reviews every request, and nothing is added automatically. If there is no catalog entry for a thing, that thing cannot be traded here.

As of the date of these Terms, the catalog consists of credit-card statement credits. We may add or remove categories and entries at any time.

6.5. Prohibited Items

The following may not be offered, solicited, advertised, or traded through the Marketplace, whether in a listing, in a conversation, or anywhere else on the Service. This list is illustrative, not exhaustive:

• Loyalty currency of any kind — airline miles, hotel points, credit-card rewards points, bank points, and every equivalent, including balances such as AAdvantage miles, SkyMiles, Membership Rewards, and Ultimate Rewards.
• Program certificates and awards — companion certificates and companion passes, free-night and anniversary-night certificates, upgrade certificates and systemwide upgrades, award tickets, and award bookings made on someone else's account or balance.
• Elite status and status benefits — status itself, status matches, status challenges, status boosts, and the sale of status-linked privileges.
• Account credentials or account access of any kind — usernames, passwords, one-time passcodes, authenticator seeds, session cookies, security answers, authorized-user seats, and any arrangement that requires a member to log into another member's account or to let someone log into theirs.
• Closed-loop program balances and open-loop prepaid — such as Uber Cash and comparable in-app balances, and Visa, Mastercard, or American Express prepaid and open-loop gift cards.
• Anything you are contractually barred from transferring under the terms of the program, issuer, employer, or other agreement that governs it.
• Anything unlawful — including anything stolen, obtained by fraud, obtained through unauthorized access to an account, obtained with a stolen payment method, or whose sale would violate sanctions, anti-money-laundering law, or any other law.

Why this rule exists, plainly: nearly every airline, hotel, and card rewards program forbids selling, buying, bartering, or transferring its points, miles, certificates, and status for compensation, and reserves the right to confiscate the balance, void the award, cancel the trip, and close the account — for the buyer as well as the seller. Programs have gone after individuals who did it. Those balances are usually worth more to you than the trade would be, and a closed account can take years of history with it. We keep these classes out of the catalog so that participating here cannot cost you your accounts. This is a protection for you, not paperwork for us.

A card that happens to carry a loyalty program in its name is not the same thing as loyalty currency. The statement credit attached to such a card may be listed if it appears in the catalog; the miles or points that card earns may not.

6.6. Your Responsibilities as a Participant

When you use the Marketplace, you agree to each of the following:

• 6.6.1. You have the right to offer what you list. You own or control it, you may lawfully transfer it, and no agreement you are subject to prohibits the transfer.
• 6.6.2. Your descriptions are accurate. Item, quantity, denomination, face value, expiration, condition, and any restriction or catch a reasonable counterparty would want to know. Do not overstate value and do not omit a limitation.
• 6.6.3. You keep your listings current. Withdraw or amend a listing promptly when the item is gone, spent, expired, or no longer available.
• 6.6.4. You do what you agreed to do. Deliver what you described, or pay what you agreed to pay, on the terms you and your counterparty settled.
• 6.6.5. You do not solicit off-catalog trades. Do not use a listing, a conversation, your profile, or any other part of the Service to offer or ask for something the catalog does not carry, including anything in Section 6.5.
• 6.6.6. You keep the negotiation on the platform. Moving a deal to private messaging, email, or another site removes every protection this venue provides: we cannot see it, we cannot moderate it, and we cannot use it to adjudicate a report. Trade confirmations and vouches depend on the conversation being here.
• 6.6.7. You never share account credentials with a counterparty and never accept an arrangement that requires it, in either direction. This includes passwords, one-time passcodes, and letting someone else use your account. Our staff will never message you in the Marketplace and will never ask you for a redemption code, a PIN, or a password. Anyone who does is impersonating us — report them.
• 6.6.8. You do not manipulate reputation. No trading with yourself, no additional or coordinated accounts, no vouch swapping, no confirming trades that did not happen, no filing reports to damage a competitor.
• 6.6.9. You treat other members decently. No harassment, threats, intimidation, discriminatory abuse, publication of another member's private information, or spam.
• 6.6.10. You use one account, and you respect a suspension. Do not create a new account to evade a restriction or ban.
• 6.6.11. You comply with the law and with your own agreements — including your card issuer's cardmember agreement and the terms of any program whose credit you trade. Section 3.4 applies here in full: whether a given trade is permitted by your issuer is your responsibility to determine, not ours.

6.7. Our Rights: Moderation, Removal, and Suspension

We may do any of the following at our sole discretion, at any time, with or without notice, and without liability to you:

• Remove, hide, edit, or refuse to publish any listing, message, catalog request, or vouch.
• Restrict, suspend, or permanently terminate your access to the Marketplace, separately from the rest of your account and separately from your subscription.
• Limit how much, how often, or at what prices members may list.
• Add, change, or remove catalog entries, including entries your open listings depend on.
• Suspend or discontinue the Marketplace in whole or in part.

Marketplace conversations are not private from us. We may access and review listings, conversations, messages, trade records, reports, and related records — when a report is filed, when we suspect abuse or a violation of these Terms, when we are looking into a dispute between members, when we are protecting the security of the Service or its members, and when the law requires it. Treat anything you write in the Marketplace as visible to our staff. We cannot read the redemption codes members exchange in a conversation; those are encrypted and shown only to the two members, as described in our Privacy Policy.

We may preserve records of reported and disputed trades — including reports, the conversation, and metadata about codes shared in it — after a listing is removed, after a conversation ends, and after an account is deleted, so that a moderation record survives the party it concerns. Our Privacy Policy describes what is kept.

We have no obligation to monitor the Marketplace, and we do not review listings or messages before they appear. If we do not act on a listing, a message, or a member, that is not a waiver of our right to act later. When we restrict an account we may tell that member the reason, and we may decline to explain further, including to protect a reporter.

6.8. Reporting and Moderation

How to report. Every listing and every conversation carries a report control. Choose a reason — scam or fraud, impersonation, pushing the deal off-platform, harassment, prohibited item, spam, or other — and add detail. Reporting is available to any signed-in member, paid or not. For anything urgent, or if you believe a crime has occurred, contact law enforcement; you may also write to us at [email protected].

What happens next. A person reviews each report. We may look at the listing and the full conversation, ask either member for information, remove content, warn or restrict a member, or ban them from the Marketplace permanently. We decide what action to take, and we may take none. We are not able to recover money or property for you, and reporting does not create any obligation on us to do so.

We generally do not share the outcome of a report with the reporter, to protect the privacy of everyone involved. Do not file reports you know to be false, retaliatory, or duplicative; doing so is itself a violation of these Terms.

6.9. No Warranty for Marketplace Activity

The Marketplace and everything in it is provided "AS IS" and "AS AVAILABLE." The disclaimer in Section 9 applies to the Marketplace in full, and in addition we make no warranty and give no assurance that:

• Any listed item exists, is valid, is unspent, is unexpired, is transferable, or is worth the stated face value.
• Any member is who they say they are, is honest, is solvent, is eligible to trade, or will pay or deliver.
• Any description, price, quantity, or expiration in a listing is accurate.
• Any trade will complete, any code will work, or any credit will post.
• Any reputation signal, vouch, or trade count reflects reality.
• Any trade complies with the terms of your card issuer or of any other program.

You are responsible for your own diligence on every trade and every counterparty.

6.10. Disputes Between Members; Limitation of Liability

A dispute between you and another member is between the two of you. We are not a party to it and we have no obligation to mediate it, investigate it, arbitrate it, reverse it, refund you, compensate you, or otherwise make anyone whole.

If we do help — by looking at a conversation, by answering a question, or by acting on a report — we do so voluntarily. That does not make us a party to the trade, does not create a duty to do it again or to do it for anyone else, and does not create a course of dealing.

Section 10 (Limitation of Liability) applies in full to Marketplace activity, including its exclusion of indirect and consequential damages and its aggregate cap. For the avoidance of doubt, that cap applies to claims arising from money you paid to another member, items or codes you delivered to another member, codes that were invalid, already spent, or drained, non-delivery, non-payment, misrepresentation or fraud by a member, and any loss arising from a settlement the two of you carried out off the platform.

Release. To the fullest extent permitted by law, you release Axis Affiliates LLC and its members, officers, employees, and agents from all claims, demands, and damages of every kind arising out of or connected with a dispute between you and another member. If you are a California resident, you waive California Civil Code § 1542, which reads: "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."

Indemnification. Section 11 applies to your Marketplace activity, including your listings and messages, your trades, and any dispute with another member.

Arbitration. Section 13, including the class action and jury trial waivers, applies to any Dispute between you and us arising out of or relating to the Marketplace. It does not apply between you and another member: we are not a party to your agreement with them, so nothing in these Terms requires or prevents either of you from taking a claim against the other wherever the law allows.

6.11. Taxes

You are solely responsible for determining, reporting, and paying any tax owed on anything you sell, buy, or receive through the Marketplace. We do not process your payments, so we do not receive, withhold, or remit any amount for you, and we do not issue tax forms for member-to-member trades. Section 3.5 applies: nothing in the Service is tax advice.

If a law ever requires us to collect, verify, or report information about members who trade here, we may require you to provide that information and may restrict your access until you do.

6.12. No Affiliation with Issuers, Programs, or Retailers

We are not affiliated with, endorsed by, sponsored by, or officially connected to any credit card issuer, bank, airline, hotel, loyalty program, retailer, or manufacturer named in the catalog, in the Marketplace, on our website, or in our marketing. All names, marks, and product names are the property of their respective owners. We use them only to identify which credit or benefit is being discussed, so that members know what is being traded. No sponsorship, endorsement, or association is claimed or implied.

Our catalog descriptions, face values, and notes are our own summaries. They may be incomplete or out of date, and the issuer's own terms always govern the credit. Verify with the issuer before you rely on anything here.

6.13. Changes to the Marketplace

We may change, restrict, or discontinue the Marketplace, its catalog, its eligibility rules, and its fees at any time. If we remove a catalog entry, suspend the Marketplace, or end it, we owe you no compensation for a removed listing or an unfinished trade. Your continued use of the Marketplace after a change takes effect is your acceptance of it.

6.14. Sharing Your Listing to Our Discord

We run a community Discord server. When you post a listing you may choose to have it shared there. The box is ticked for you, and you can untick it before you post. Nothing is shared unless you leave it ticked, and no listing posted before this option existed has ever been shared.

What the Discord post contains. The catalog item, the issuer, the credit tier, whether you are selling or looking, the quantity, your per-unit price, the face value, your price as a percentage of face, your generated marketplace handle, your note, and a link back to the item page on BuyingGroupPro.

What it does not contain. Your name, your username, your email address, and any other way to reach you. The post is a pointer: to ask you a question or agree a trade, a reader has to come back to the Service and open a conversation with you here. If your note appears to contain contact details — an email address, a link, a handle, a phone number — we replace the whole note with a line saying a note exists and can be read on BuyingGroupPro. We do this automatically and imperfectly; it is not a promise that nothing you write will ever get through, and you should not put anything in a listing note that you would not want published.

Public means public. Anyone who can see that Discord channel can see the post, including people who are not BuyingGroupPro members, have no account, and have agreed to nothing with us. They can screenshot it, copy it, and repost it anywhere. Once something is public we cannot take it back — deleting our post does not delete anyone's copy of it. Discord is operated by a third party under its own terms and privacy policy; we do not control that service, its members, or what it does with what we send it.

We keep the post in step with the listing. When a listing stops being open — you withdraw it, a trade is in progress, or a trade completes — we edit the post to say it is no longer available. When a listing is removed by moderation, we delete the post. If you untick the option later, we delete the post. None of this is instantaneous, none of it is guaranteed, and a failure at Discord's end or ours can leave a post out of date. The listing on the Service, not the Discord post, is the current state of your offer.

We may decline to share, and we may unshare. We do not share listings on catalog entries flagged for review, listings that have been reported, or listings while the Marketplace is turned off, and we may remove any post from the channel at any time, for any reason, without telling you. Our rights under Section 6.7 apply to Discord posts in full.

Sharing a listing does not move the trade. Section 6.6.6 still applies: negotiating or settling in a Discord message instead of here takes the trade outside everything this venue provides — we cannot see it, we cannot moderate it, it produces no trade confirmation, it unlocks no vouch, and we cannot use it to adjudicate a report. Our staff will never contact you on Discord about a trade, and will never ask you there for a redemption code, a PIN, or a password. Anyone who does is impersonating us.

7. Data Backup & Security

While BuyingGroupPro implements commercially reasonable security measures to protect user data, you acknowledge that no method of electronic storage or transmission is entirely secure. You agree to regularly export and back up your data from the Service to prevent data loss. BuyingGroupPro shall not be liable for any data loss, data corruption, or any costs or expenses arising from the restoration or recovery of data.

8. Privacy Policy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Our Privacy Policy details how we collect, use, and protect your personal information. By using the Service, you consent to the practices described in the Privacy Policy.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

To the fullest extent permitted by law, Axis Affiliates LLC and its members, officers, employees, agents, partners, suppliers, and licensors expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement, and any warranties arising out of course of dealing, usage, or trade. You expressly agree that your use of the Service is at your sole risk.

Without limiting the foregoing, we do not warrant that: the Service will be uninterrupted, timely, secure, or error-free; defects will be corrected; the Service is free of viruses or other harmful components; any deal, price, availability, profit calculation, reimbursement estimate, tax figure, or analytic produced by the Service is accurate, complete, or current; any order sync, extension capture, or third-party integration will succeed, run on time, or capture every order; or that any deal will remain available, be accepted by a buying group, or result in any profit.

You are solely responsible for verifying every figure and every deal before acting on it. Any reliance on the Service is at your own risk, and no advice or information obtained from us or through the Service creates any warranty not expressly stated in these Terms.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. In that case, such warranties are limited to the minimum duration and scope permitted by applicable law.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AXIS AFFILIATES LLC OR ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

This exclusion includes, without limitation, damages for lost profits, lost or unrealized deals, lost reimbursements or payouts, forfeited rewards or cash back, lost data, loss of goodwill, business interruption, cancelled orders, closed retailer or buying group accounts, or the cost of substitute services, arising out of or relating to these Terms or the Service, whether based in contract, tort (including negligence), strict liability, warranty, statute, or any other legal theory, and whether or not we have been advised of the possibility of such damages.

BuyingGroupPro shall not be liable for any security breaches or unauthorized access to user data arising from circumstances beyond its reasonable control, nor for the acts or omissions of any retailer, buying group, financial institution, or other third party.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply even if a limited remedy is found to have failed of its essential purpose, and they form an essential basis of the bargain between you and us; the Service would not be offered on these financial terms without them. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above may not apply to you in full. Nothing in these Terms excludes liability that cannot be excluded under applicable law, including liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence.

11. Indemnification

You agree to defend, indemnify, and hold harmless Axis Affiliates LLC and its members, officers, employees, agents, partners, suppliers, and licensors from and against any and all claims, demands, actions, investigations, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) resulting from or arising out of:

• Your access to or use of the Service.
• Your User Content, including any order data or receipt you submit.
• Your breach or alleged breach of these Terms.
• Your violation of any applicable law or regulation, including tax and consumer protection law.
• Your violation of the rights of any third party, including privacy, publicity, and intellectual property rights.
• Your violation of the terms or policies of any retailer, marketplace, buying group, card issuer, or rewards program.
• Any dispute between you and a retailer, buying group, customer, or financial institution.
• Your resale, distribution, or handling of any goods.
• Your use of the Member Marketplace, including your listings and messages, anything you offered or delivered, anything you agreed to pay, and any dispute between you and another member.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense of that claim. You may not settle any matter in a way that imposes an obligation, admission, or payment on us without our prior written consent. This obligation survives termination of these Terms and of your account.

12. Term & Termination

These Terms will remain in full force and effect while you use the Service. We may suspend or terminate your access to the Service at any time, with or without notice, if we believe you have violated these Terms, if your use creates a legal or security risk to us or to other users, if you fail to pay amounts due, if we are required to do so by law, or if we decide to discontinue providing the Service.

You may terminate these Terms at any time by cancelling your subscription and discontinuing use of the Service. Termination does not entitle you to a refund of prepaid fees except as stated in Section 5.

12.1. Account Termination Process

If your account is terminated for any reason:

• We will notify you via email when possible
• You will have 30 days to export your data unless termination is due to violation of these Terms
• Any outstanding fees will become immediately due and payable

Upon termination, your right to access and use the Service will immediately cease. We may suspend access immediately and without prior notice where we reasonably believe that doing so is necessary to prevent fraud, a security incident, or harm to us or to another user.

12.2. Survival

The following survive termination: Sections 4, 5 (as to amounts owed), 6.9 and 6.10, 7, 9, 10, 11, 13, and 15 through 21, together with any other provision that by its nature should survive.

13. Governing Law, Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DECIDE YOUR CLAIMS.

13.1. Governing Law

These Terms and any Dispute arising out of or relating to them or to the Service are governed by the laws of the State of Georgia, United States, without regard to its conflict-of-law principles, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 13.3. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration agreement below, you and we consent to the exclusive jurisdiction and venue of the state and federal courts located in Athens-Clarke County, Georgia, and waive any objection based on inconvenient forum.

13.2. Informal Resolution First

For purposes of this Section, a "Dispute" means any dispute, claim, or controversy between you and us arising out of or relating in any way to these Terms, the Service, or our relationship, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including claims that arose before you accepted these Terms and claims that arise after your account is terminated.

Before starting an arbitration or a court proceeding, you and we agree to first try to resolve the Dispute informally for at least sixty (60) days. To begin, send a written Notice of Dispute to [email protected] with the subject line "Notice of Dispute." The notice must include your name, the email address on your account, a description of the Dispute, and the specific relief you seek. We will send our notice to the email address on your account. Either party may request a telephone settlement conference, and both agree to participate in good faith. Completing this process is a condition precedent to starting arbitration, and either party may seek a court order to enforce it. The applicable limitations period is tolled while this process is pending.

13.3. Agreement to Arbitrate

If informal resolution does not resolve the Dispute, you and we agree that the Dispute will be resolved exclusively by final and binding individual arbitration, and not in a court of general jurisdiction. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and evidences a transaction involving interstate commerce.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as modified by these Terms. The AAA rules and filing forms are available at www.adr.org. If the AAA is unavailable or declines to administer the arbitration consistent with this Section, you and we will agree on an alternative administrator, or a court will appoint one.

13.4. Exceptions to Arbitration

This arbitration agreement does not apply to, and either party may bring in court: (a) an individual action in small claims court, so long as it remains individual and is within that court's jurisdiction; (b) an action seeking only injunctive or other equitable relief to stop the infringement or misuse of intellectual property rights; and (c) any claim that applicable law does not permit to be arbitrated. Filing such an action does not waive either party's right to arbitrate any other Dispute.

13.5. Your Right to Opt Out of Arbitration

You may opt out of this arbitration agreement, including the class action waiver, within thirty (30) days after you first accept these Terms.

To opt out, send a written notice to [email protected] with the subject line "Arbitration Opt-Out," including your name, the email address on your account, and a clear statement that you want to opt out of the arbitration agreement. Opting out is free, and we will not retaliate or close your account for doing so. If you opt out, Disputes will be resolved in the courts identified in Section 13.1, and the rest of these Terms, including Section 13.1, still applies. If you do not opt out within 30 days, you agree to be bound by this arbitration agreement.

13.6. Arbitration Procedure, Location, and Fees

A single neutral arbitrator will decide the Dispute. Unless you and we agree otherwise, any in-person hearing will take place in the county where you reside, and you may also elect to proceed by telephone, by videoconference, or on written submissions alone. The arbitrator has exclusive authority to resolve all issues of arbitrability, including the scope and enforceability of this agreement to arbitrate, except that a court, and not the arbitrator, has exclusive authority to decide the enforceability of the class action waiver in Section 13.7 and the batching provision in Section 13.8. The arbitrator may award any relief a court could award on an individual basis, must apply these Terms as a court would, and must issue a written reasoned decision. Judgment on the award may be entered in any court of competent jurisdiction.

Payment of filing, administration, and arbitrator fees is governed by the AAA Consumer Arbitration Rules. Where those rules would require you to pay more than you would pay to file the same claim in a Georgia state court, we will pay the excess. We will not seek to recover our attorneys' fees or costs from you unless the arbitrator determines your claim was frivolous or brought for an improper purpose under the standard of Federal Rule of Civil Procedure 11(b).

13.7. Class Action Waiver and Jury Trial Waiver

YOU AND AXIS AFFILIATES LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate the claims of more than one person, may not preside over any form of class or representative proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.

YOU AND AXIS AFFILIATES LLC ALSO WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE THAT PROCEEDS IN COURT.

13.8. Coordinated and Mass Arbitrations

If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against us by or with the assistance of the same or coordinated counsel within a ninety (90) day period, the demands will be administered in sequential batches of no more than fifty (50), with a single arbitrator and a single set of administrative fees per batch. Claims not assigned to a current batch are held, and all applicable limitations periods are tolled, until their batch begins. You and we will cooperate with the administrator to implement this process efficiently and to attempt to resolve batched claims through a global settlement or bellwether process.

13.9. Severability of This Section; Time Limit

If any part of Section 13.7 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in the courts identified in Section 13.1, and the remaining claims will proceed in arbitration. If the class action waiver in Section 13.7 is found unenforceable in its entirety as to a Dispute, then the agreement to arbitrate in Section 13.3 is void as to that Dispute only. All other parts of this Section are severable.

To the fullest extent permitted by applicable law, any Dispute must be filed within one (1) year after it accrues, or it is permanently barred. This Section survives termination of these Terms and of your account.

14. Force Majeure

BuyingGroupPro shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil disorder, governmental regulations, labor disputes, utility or internet failures, and failures or changes by third-party hosting, payment, retailer, or artificial intelligence providers, or other similar causes.

15. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions shall continue in full force and effect.

16. No Waiver

Our failure to enforce any right or provision of these Terms is not a waiver of our right to enforce it later. A waiver is effective only if made in writing and signed by us.

17. Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Axis Affiliates LLC, and any attempt to do so is void. Axis Affiliates LLC may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

18. Electronic Communications & Notices

You consent to receive communications from us electronically, and you agree that electronic communications, agreements, and records satisfy any legal requirement that they be in writing. We may give notice by email to the address on your account or by posting within the Service, and notice is effective when sent or posted. You must give notice to us at [email protected]. It is your responsibility to keep your email address current.

19. App Store Terms

Apple. The following applies to the BuyingGroupPro iOS application obtained through the Apple App Store. These Terms are between you and Axis Affiliates LLC only, not with Apple Inc., and Apple is not responsible for the application or its content. Apple has no obligation to provide maintenance or support for the application. If the application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the application. Apple is not responsible for addressing any claim by you or a third party relating to the application, including product liability claims, claims that the application fails to conform to a legal or regulatory requirement, claims arising under consumer protection or privacy law, and third-party intellectual property infringement claims. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

Google. The BuyingGroupPro Android application is distributed through Google Play and is subject to the Google Play Terms of Service. Google is not a party to these Terms and has no responsibility for the application. Chrome extension. The BuyingGroupPro Chrome extension is distributed through the Chrome Web Store and is subject to its terms; the extension accesses only the order data described in our Privacy Policy.

20. Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Axis Affiliates LLC concerning your use of the Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written. No agency, partnership, joint venture, or employment relationship is created by these Terms. Except for the indemnified parties in Section 11 and Apple in Section 19, there are no third-party beneficiaries. Headings are for convenience only, "including" means "including without limitation," and these Terms will not be construed against the drafter.

21. Changes to Terms

We reserve the right to update or modify these Terms at any time. If we make material changes, we will provide notice through the Service or by other means at least 14 days before the changes take effect. For non-material changes, we may not provide notice.

Your continued use of the Service after any such changes shall constitute your acceptance of the new Terms. If you do not agree to the revised Terms, you must stop using the Service. Changes to Section 13 do not apply retroactively to a Dispute for which a Notice of Dispute was already sent.

22. Contact Information

If you have any questions or concerns about these Terms or the Service, please contact us at: [email protected]. BuyingGroupPro is operated by Axis Affiliates LLC, a Georgia limited liability company.