Marketplace Agreement

1. Scope

This Marketplace Agreement governs conduct on the Ultimate Recycling Inc. marketplace. It is incorporated into, and forms part of, our Terms of Service. Where the two conflict on a marketplace mechanic, this document controls; on anything else, the Terms of Service control.

It is versioned separately from the Terms so that operational rules can be updated without reopening the whole contract.

2. Listings and Approval

A seller creates a listing through the listing wizard. A listing may contain several committed line items; on approval, each committed line item becomes its own listing with its own end time, offer period, and settlement.

Every submission is reviewed before it goes live. We may approve it, reject it with a reason, or request changes. We are not obliged to approve any listing, and approval is not an endorsement of the material or a verification of its description.

A rejected submission may be corrected and resubmitted. The seller must still meet the seller approval requirements in Section 2.3 of the Terms of Service at the moment of each submission.

The listing start time is set by us, not by the seller. The seller chooses the end and pickup window; the lot goes live through approval.

2.1 Material Hold During Review

Submitting a listing commits the material described in it. From the moment a listing is submitted and for the duration of the review hold — the first 48 business hours after submission, measured in our local business time and excluding weekends and public holidays — the seller must keep the listed material available in the represented quantity and condition and must not sell, transfer, pledge, tamper with, alter, contaminate, commingle, relocate off the stated pickup site, dispose of, or otherwise make it unavailable.

The seller is released from this hold only upon the earliest of: (a) our decline of the listing; (b) expiration of the review hold, when the 48 business hours pass without a decision and the submission expires; or (c) listing fallout, where an approved listing closes without a completed sale. Until one of these occurs, the seller has no right to withdraw, re-sell, or dispose of the material.

If the listing is approved and the material sells, the commitment continues through settlement, collection, and fulfillment under Sections 10 and 11 and does not end at the close of the review hold.

3. Scheduling Constraints

• A lot must run for at least 3 business days.
• A lot must end on a business day between 8:00 AM and 3:00 PM inclusive, so that a close is always followed by staffed hours.
• A pickup slot may be no sooner than 2 business days after submission, and must be a slot with available fleet capacity.

Pickup capacity is finite and shared across all sellers. Selecting a slot reserves it; capacity is re-checked at submission, and a slot that has been taken in the meantime must be replaced before the listing can proceed.

4. Minimum Prices

A seller may set a minimum price — the lowest unit price at which they are willing to sell. The minimum price is not disclosed to buyers.

If offers end below the minimum price, the lot does not sell and the seller is under no obligation to transact. Where a minimum price is set, the displayed price is held at the minimum price until an offer meets or exceeds it, so that the minimum price itself is not revealed by watching the price move.

5. Offers

Offers are made as a unit price, not a total: dollars per pound for per-pound lots, or dollars per unit for per-unit lots. Your total is the unit price multiplied by the listed quantity, plus the buyer premium.

5.1 Increments

The minimum increment is $0.0025 per pound on per-pound lots and $0.01 per unit on per-unit lots. Increments are fixed and do not scale as the price rises.

5.2 Ceilings

An offer that would commit you beyond your account's spend ceiling is rejected. Ceilings start at $10,000 and rise to $250,000 only on manual approval. A proxy maximum counts against the ceiling at its full value, because the proxy may offer up to it automatically.

5.3 Rate limits and availability

Offer activity is rate-limited to protect the platform. An offer is accepted only when the server records it; an offer composed in your browser but not accepted has no effect. We are not liable for an offer that fails to register because of network conditions, device problems, rate limiting, or a service interruption, including one occurring in the final moments of a lot.

6. Proxy Offers

You may set a proxy maximum — the highest unit price you are willing to pay. The platform then offers on your behalf, in minimum increments, only as far as needed to hold the lead, up to that maximum.

Your proxy maximum is never displayed and never becomes the public price. The leaderboard shows only the price required to hold the lead. If you win with headroom left, you pay the leading price, not your maximum.

Where two proxies overlap, the higher maximum leads at one increment above the lower. Where maximums tie, the earlier-placed proxy leads.

7. Standing Buyer Contracts

Buyer Champion members may create standing contracts — instructions to offer automatically on any lot matching a chosen material, up to a maximum unit price. Existing legacy Buyer Pro subscribers retain that capability while their membership remains active.

A contract that fires produces a real, binding offer, with the same irrevocability as a manually made one. You are responsible for offers your contracts make. Contracts stop running if the membership lapses, but offers already made stand.

8. Closing and Soft Close

Each lot has a soft-close window, five minutes by default. An offer accepted inside that window extends the end time so that the window runs again from the moment of the offer. This repeats for as long as offers continue.

The lot closes when the soft-close window elapses with no further accepted offer. The highest offer at that point wins, provided it meets any minimum price. The server's clock governs; a countdown shown in your browser is indicative only.

9. Prohibited Conduct

• Shill offering. A seller must not make an offer on their own lot, and must not arrange for anyone else to offer on it, to raise the price or trigger a minimum price.
• Offer suppression. Buyers must not coordinate to hold a price down or to allocate lots among themselves.
• Ceiling evasion. Holding multiple accounts to exceed a spend ceiling, or to continue making offers after a suspension, is prohibited.
• Off-platform circumvention. Using the platform to identify a counterparty and then transact off it deprives the platform of its fee and is grounds for termination.
• Automated interference. Scripted offer activity outside the interfaces we provide, or any attempt to defeat rate limits, is prohibited.

We may void an offer, cancel a lot, reverse an award, or suspend an account where we reasonably believe this section has been breached.

10. Settlement

When a lot closes above the minimum price, the buyer with the highest offer is awarded it and has 12 hours to pay. Payment is buyer- initiated; nothing is charged automatically at close.

The settlement is calculated as follows.

1. Lot value = winning unit price × listed quantity, where quantity is listed net weight (gross − tare) for per-pound lots or listed skid count for per-unit lots. Rounded to the cent.
2. Seller commission (15–50%, depending on lot value and membership) is calculated on lot value and deducted. Seller proceeds = lot value − commission.
3. Buyer premium (2% for Buyer Free, 0% for Buyer Champion) is calculated on lot value and added. Buyer total = lot value + buyer premium.

Rates are resolved to the nearest one-hundredth of one percent before the money is calculated, and each amount is rounded to the cent once, so proceeds plus commission equal the lot value exactly. Full rate tables are in Section 4 of the Terms of Service.

11. Fulfillment and Collection

After payment is confirmed, we collect the material from the seller with our own fleet and bring it to our facility for the buyer to collect. Co-located pickups may be combined into a single stop, and assignment is subject to per-driver daily capacity.

Our driver records weights, photographs, and a signature at pickup. Title and risk of loss pass to the buyer when loading begins, as set out in Section 9.3 of the Terms of Service.

If the material presented does not match the listing, the driver records the discrepancy and our staff are notified. We may decline to load, hold the payout, or cancel the transaction. There is no automatic refund, automatic penalty, or fixed claims window.

12. Payout Release

Seller proceeds are recorded at settlement and held until the lot is fulfilled. Once released, the seller submits a payout request, we review it, and we settle it externally by the method on file.

Nothing disburses automatically. We do not commit to a settlement interval. We may hold a payout where a dispute, chargeback, discrepancy, or suspected breach is outstanding.

13. Adverse Events

If a buyer's payment is refunded, fails, or is cancelled after the lot was marked paid, the lot returns to awarded status with a fresh payment window, and the buyer may pay again.

If a chargeback or dispute is opened, we place a hold on the related seller payout and our staff are notified. Depending on the outcome we may reinstate the payout, void the transaction, or suspend the account responsible.

If the buyer with the accepted offer does not pay within the window, the award is forfeited. The lot does not automatically relist and is not automatically offered to the next-highest buyer.