Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Shelfly ("Shelfly," "we," "our," or "us") governing your access to and use of the Shelfly website, mobile application, and related services (collectively, the "Platform").

By accessing or using the Platform, you confirm that you are at least 18 years of age, have the legal capacity to enter into a binding agreement, and agree to these Terms and our Privacy Policy. If you are using the Platform on behalf of a business, you represent that you have authority to bind that business to these Terms.

Shelfly is an online marketplace that connects retail store owners ("Retailers" or "Store Owners") with vendors, entrepreneurs, and small businesses ("Vendors") seeking to rent physical shelf, display, or floor space within retail store locations.

Shelfly provides the technology platform, booking infrastructure, and payment processing to facilitate these connections. Shelfly is not a party to the individual rental agreement between any Retailer and Vendor, and does not own, operate, manage, or inspect any of the physical spaces listed on the Platform.

To access certain features of the Platform, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

You are solely responsible for all activity that occurs under your account. You agree to immediately notify Shelfly of any unauthorized use of your account. Shelfly will not be liable for any loss or damage arising from unauthorized use of your account.

Shelfly uses a third-party identity provider for authentication via OpenID Connect. We do not store your password.

Store Owners may create listings for available shelf, display, or floor space within their retail locations. By creating a listing, you represent and warrant that:

• You have the legal right to offer the space for rental (as owner, leaseholder, or authorized representative)
• All information in your listing is accurate, including photos, dimensions, pricing, and availability
• Your listing complies with all applicable laws, regulations, and any lease or property agreements
• You will maintain the listed space in the condition described

Shelfly reserves the right to remove any listing that violates these Terms or that we determine, in our sole discretion, is inappropriate for the Platform.

Booking Requests: Vendors may submit booking requests for available spaces. Submitting a booking request authorizes Shelfly (through its payment processor, Stripe) to place a hold on your payment method for the rental amount. This is an authorization only — your card is not charged at this stage.

Confirmation and Charge: When a Store Owner confirms a booking request, the authorized amount is captured (charged) from the Vendor's payment method. If the Store Owner declines the request, or if the booking is cancelled before confirmation, the authorization is released and no charge is made.

Platform Fee: Shelfly retains a platform fee of 10% of the total rental amount from each confirmed booking. This fee is automatically deducted from the Store Owner's payout. The Vendor is charged the full rental amount as listed.

Payouts: Store Owners receive 90% of the rental amount for each confirmed booking, paid out through Stripe Connect to their connected bank account. Store Owners who have not yet completed Stripe Connect onboarding will have their pending payouts held by Shelfly until onboarding is complete.

Cancellations: Cancellations of confirmed bookings may result in partial or no refund depending on the timing and the Store Owner's cancellation policy. Cancellations before Store Owner confirmation result in full release of the authorization with no charge.

Payment Processing: All payments are processed by Stripe. By using the Platform, you agree to Stripe's Terms of Service. Shelfly does not store full card numbers or banking details.

By using the Platform as a Vendor, you agree to:

• Provide accurate information in all booking requests, including your business name, contact details, and intended use of the space
• Comply with all store rules, policies, and operational requirements communicated by the Store Owner
• Ensure that all merchandise placed in the rented space complies with applicable laws and regulations
• Remove all unsold merchandise from the space by the end of the agreed rental period, unless otherwise agreed in writing with the Store Owner
• Respect the Store Owner's space and not damage the premises or fixtures
• Not sublet or transfer your booking to any third party without the Store Owner's explicit consent

By using the Platform as a Store Owner, you agree to:

• Ensure that all listing information is accurate and kept up to date
• Provide the listed space to confirmed Vendors in the condition described in your listing
• Honor confirmed bookings — cancelling a confirmed booking may negatively affect your standing on the Platform
• Communicate any store rules, access procedures, or special requirements to Vendors promptly after confirmation
• Handle any disputes with Vendors regarding merchandise, damages, or other matters in good faith

Return policies for Vendor merchandise are established at the sole discretion of each individual Store Owner, consistent with their existing store policies. Shelfly does not set, enforce, or guarantee any particular return policy.

Vendors are encouraged to confirm a Store Owner's return policy before submitting a booking request. Shelfly's built-in contact feature provides a convenient way to ask these questions prior to booking.

At the conclusion of the agreed rental period, Vendors are responsible for collecting all unsold merchandise from the Store Owner's premises. The default expectation is that all merchandise is removed by the end of the last day of the rental period.

Alternative arrangements (such as extended storage, donation, or inventory transfer) may be made directly between the Vendor and Store Owner but are not facilitated or guaranteed by Shelfly.

Shelfly is not responsible for merchandise that remains uncollected after the rental period.

The Shelfly Platform, including its design, software, trademarks, and content created by Shelfly, is owned by Shelfly and protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from Shelfly's proprietary content without express written permission.

By uploading photos or other content to the Platform (such as store or space photos), you grant Shelfly a non-exclusive, royalty-free license to display, reproduce, and use that content in connection with operating and promoting the Platform.

THE SHELFLY PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SHELFLY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SHELFLY IS A MARKETPLACE THAT FACILITATES CONNECTIONS BETWEEN RETAILERS AND VENDORS. WE DO NOT INSPECT, VERIFY, OR GUARANTEE THE QUALITY, SAFETY, LEGALITY, OR ACCURACY OF ANY LISTING, SPACE, OR MERCHANDISE. ANY AGREEMENT ENTERED INTO BETWEEN A RETAILER AND VENDOR IS SOLELY BETWEEN THOSE PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHELFLY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM.

SHELFLY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) $100 USD OR (B) THE TOTAL PLATFORM FEES PAID BY OR ATTRIBUTABLE TO YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

You agree to indemnify, defend, and hold harmless Shelfly and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with your access to or use of the Platform, your violation of these Terms, or your violation of any third-party rights.

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Platform that cannot be resolved informally shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in New York, NY. Each party shall bear its own costs and attorneys' fees in arbitration.

You waive any right to participate in a class action lawsuit or class-wide arbitration against Shelfly.

Shelfly reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page. Your continued use of the Platform after any changes constitutes your acceptance of the revised Terms.

We encourage you to review these Terms periodically. If you disagree with any updated Terms, you should stop using the Platform.

If you have questions about these Terms, please contact us: