AuClose — Terms of Service
Last Updated: April 2026
Version: 1.0
Effective Date: [April,5 2026]
1. Introduction and Agreement
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and AuClose LLC ("AuClose," "we," "us," or "our"), governing your access to and use of the AuClose mobile application, platform, and related services (collectively, the "Platform").
By creating an account, completing verification, placing a bid, listing an item, or otherwise using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety, including any policies incorporated herein by reference.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE PLATFORM.
AuClose reserves the right to amend these Terms at any time. We will notify you of material changes via in-app notification and/or email. Continued use of the Platform following notification constitutes your acceptance of the updated Terms.
2. Eligibility
To use the Platform, you must:
Be at least 18 years of age;
Be a natural person located in the United States, capable of entering into legally binding contracts;
Provide truthful, accurate, and complete information during registration and verification;
Not be prohibited from using the Platform by applicable federal or state law; and
Not be subject to a prior suspension or ban from the Platform.
AuClose accounts are personal and non-transferable. Creating an account on behalf of another person, using another person's identity, or operating multiple accounts is prohibited and may result in immediate termination.
3. Account Registration
3.1 Account Creation
You must register an account to access core Platform functionality. You agree to provide accurate and current information during registration, including your legal name, email address, and phone number.
3.2 Account Security
You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify AuClose immediately at [INSERT EMAIL] if you suspect unauthorized access to your account. AuClose is not liable for losses arising from unauthorized account access resulting from your failure to safeguard your credentials.
3.3 Account Suspension and Termination
AuClose reserves the right to suspend or terminate your account at any time, with or without notice, for violations of these Terms, fraudulent conduct, sustained poor Karma performance, legal obligations, or any other reason AuClose deems necessary to protect the Platform or its users.
4. The Marketplace Model
AuClose is a peer-to-peer marketplace that connects individual sellers and buyers for the local exchange of physical goods through structured auction mechanics. AuClose is not a buyer or seller of any goods listed on the Platform. AuClose does not take title to, inspect, warehouse, or guarantee the quality, safety, legality, or fitness for purpose of any item listed or sold through the Platform.
Transactions on AuClose are conducted directly between sellers and buyers. AuClose acts solely as a technology intermediary and payment escrow facilitator.
5. The Trinity of Trust — Mandatory Verification
All users who wish to bid on or list items must successfully complete the Trinity of Trust, AuClose's three-tier verification system. Verification is a prerequisite to transacting and cannot be waived.
5.1 Biometric Identity Verification
AuClose uses Stripe Identity, a third-party identity verification service operated by Stripe, Inc., to verify government-issued identification and perform a live biometric selfie match. By submitting to identity verification, you:
Consent to the collection, processing, and retention of your government-issued identification document images and biometric data by Stripe, Inc., in accordance with Stripe's Identity Privacy Notice and applicable law, including state biometric privacy laws where applicable;
Represent that the identification you submit is your own, genuine, and unaltered; and
Acknowledge that AuClose receives only a verification status result (verified or not verified) from Stripe and does not directly receive, store, or process your raw biometric data or identity document images.
Identity verification is subject to Stripe's own terms. AuClose does not guarantee verification outcomes.
5.2 Payment Method Verification
You must add and validate a payment method (credit or debit card) through Stripe's secure infrastructure before bidding. This method is stored by Stripe as your default payment method and used to authorize holds and capture payments on auction completion. AuClose does not store your full card number or CVV.
5.3 Residential Address Verification
You must provide and verify your residential address through AuClose's address validation system. Your address is converted to an approximate geospatial H3 index cell for use in the Platform's local discovery algorithm. Your full address is not displayed publicly and is only shared with a winning buyer as described in Section 10.1.
5.4 Verification Status
Completing all three tiers unlocks full marketplace participation. AuClose may revoke verification status if it detects fraudulent information, account compromise, or other integrity concerns.
6. AuClose+ Subscription
6.1 What It Includes
AuClose offers an optional subscription called AuClose+ at $5.00 USD per month (or as otherwise displayed in the app), which provides:
Exemption from the per-auction Arcade fee (see Section 8.2); and
Access to all Arcade auction engines and the Bounty Board without per-use charges.
6.2 Free Trial
New users who complete Trinity of Trust verification may receive a 7-day free trial of AuClose+. No charge is made during the trial. The subscription will not automatically renew unless you explicitly opt in to a paid plan before the trial ends.
6.3 Billing and Auto-Renewal
If you opt in to paid AuClose+, your account will be billed monthly via the payment method on file. Your subscription renews automatically each month unless cancelled before the renewal date.
6.4 Cancellation and Refunds
You may cancel at any time through your account settings. Cancellation takes effect at the end of the current billing period. Monthly fees are non-refundable for the current cycle except as required by applicable law.
7. Listing Items for Sale
7.1 Seller Representations
By listing an item, you represent and warrant that:
You are the lawful owner of the item or have full legal authorization to sell it;
The item is free and clear of any lien, encumbrance, financing obligation, or third-party claim;
The item is not prohibited under Section 13;
All listing information — including title, description, condition, images, and Director Mode answers — is accurate and not materially misleading; and
The item physically exists, is in the condition described, and will be available for local pickup within the scheduled window.
7.2 Director Mode and Listing Accuracy
AuClose uses AI-assisted listing creation powered by Google Gemini ("Director Mode") to generate category-specific condition questions. Your answers are published as part of your listing. You are solely responsible for their accuracy. Providing false or misleading condition information may result in Karma penalties, transaction disputes, and account suspension.
7.3 Reserve Prices
Sellers may set a secret reserve price on applicable auction types. If the auction closes without meeting the reserve, the item is unsold and no payment is captured.
7.4 Buy It Now
Sellers may attach a Buy It Now (BIN) price to applicable auction types. A buyer who exercises BIN immediately ends the auction at that price and triggers the payment flow. BIN purchases are final.
8. Fees and Payments
8.1 Platform Transaction Fee
AuClose charges a 10% platform fee on the final sale price of every completed transaction, covering escrow, payment processing, and applicable taxes. The fee is deducted from seller proceeds at handoff. No fee is charged on unsold items.
8.2 Arcade Engine Fee
Users not subscribed to AuClose+ are charged a $1.00 USD Arcade fee per auction, but only if the item sells. This fee is deducted from sale proceeds at handoff. AuClose+ subscribers are exempt.
8.3 No Upfront Charges
AuClose charges no listing fees or insertion fees. All fees are contingent on transaction completion and deducted at handoff.
8.4 Stripe as Payment Processor
All payment processing is performed by Stripe, Inc. By using the Platform, you agree to Stripe's terms of service, including the Stripe Connected Account Agreement if you are a seller. AuClose is not a bank, money transmitter, or financial institution.
8.5 Seller Payouts
Seller proceeds, net of fees and applicable taxes, are transferred to your Stripe Connected Account following successful handoff. Timing is subject to Stripe's standard payout schedule.
8.6 Tax Obligations
You are solely responsible for determining and satisfying all federal, state, and local tax obligations arising from your use of the Platform. Nothing in these Terms constitutes tax advice.
9. Bidding and Buyer Obligations
9.1 Bids Are Binding Financial Commitments
PLACING A BID ON ANY AUCLOSE AUCTION IS A BINDING FINANCIAL COMMITMENT. If you win an auction, AuClose will instruct Stripe to place an authorization hold on your default payment method for the winning bid amount. A bid is not a casual expression of interest — it is a conditional obligation to purchase.
By placing a bid, you represent that:
Your payment method has sufficient funds or credit to cover the bid;
You intend to complete the transaction if you win; and
You will attend the agreed pickup appointment as described in Section 10.
9.2 Proxy Bidding
Where available, you may set a maximum bid. The Platform will automatically increment your bid up to your maximum to maintain your position as highest bidder.
9.3 Payment Authorization on Win
When an auction closes with you as the winning bidder, AuClose instructs Stripe to authorize a hold on your payment method. This is a reservation of funds, not a charge. Funds are captured only upon successful handoff PIN verification.
9.4 Make It Right Window
If your payment method fails to authorize at auction close, AuClose will notify you and provide a 24-hour Make It Right window to resolve the payment issue. Failure to resolve within this window constitutes a transaction default, which may result in Karma penalties and, for repeated defaults, account suspension.
9.5 No Cancellation After Winning
Once you have won an auction, you may not cancel except where the seller has materially misrepresented the item. Unjustified cancellations constitute a breach of these Terms and will result in Karma penalties.
10. Pickup and Handoff
10.1 Address Disclosure
Following a successful payment authorization, the seller's pickup address is disclosed to the winning buyer through the Meetup Scheduler. This address is used solely for pickup coordination and must be kept confidential.
10.2 Buyer Inspection Rights
The buyer has the right to inspect the item at pickup before confirming handoff. If the item materially differs from the listing, the buyer should raise a dispute through the Platform before disclosing the handoff PIN. Once the PIN is disclosed and entered, the transaction is deemed complete and payment is captured.
10.3 Attendance Obligations
Both parties are responsible for attending the agreed pickup appointment on time. Failure to attend without reasonable advance notice may result in Karma penalties. Repeated no-shows may result in account suspension.
10.4 Handoff PIN Verification
Handoff is confirmed through a secure 6-digit PIN:
The buyer receives and holds the PIN;
The buyer discloses the PIN to the seller only after physically inspecting and accepting the item;
The seller enters the PIN into the Platform to confirm handoff; and
PIN entry triggers Stripe to capture the authorized hold and transfer net proceeds to the seller.
Disclosing the PIN without inspecting the item waives your inspection rights and confirms the transaction as complete.
10.5 PIN Security
PINs are stored in hashed form and subject to a 3-attempt lockout. Coercing or deceiving a buyer into disclosing the PIN before inspection violates these Terms and may constitute fraud under applicable law.
11. The Karma System
11.1 Overview
AuClose operates a behavior-based reputation system called Karma. Scores range from 0–100 and are calculated automatically from objective transaction events using a weighted rolling average of a user's 20 most recent significant interactions.
11.2 Karma Events
Karma is affected by objective events including early arrival, fast payment authorization, accurate listings, payment defaults, no-shows, late arrivals, and confirmed misrepresentations.
11.3 Chip Rating
After each completed handoff, both parties are invited to submit a structured Chip Rating — a post-transaction behavioral feedback form that feeds into Karma calculations and badge awards. Chip ratings are optional.
11.4 Karma Consequences
Tier Consequence Shady (very low Karma) Bid-capped at $20 USD until 5 consecutive clean transactions completed (Probationary Trade Program) Standard Full Platform access Good / High Badge awards, enhanced profile visibility
11.5 Inactivity Drift
Karma scores for inactive accounts drift gradually back toward the baseline (50) to reflect reduced relevance of historical data.
11.6 Karma Disputes
AuClose does not adjust Karma scores based on subjective disagreement. To report a calculation error, contact [INSERT EMAIL].
12. The Bounty Board
12.1 Overview
The Bounty Board allows verified buyers to post demand signals ("Bounties") for specific items with a pre-authorized budget. Sellers with a matching item may submit a listing in fulfillment of a Bounty.
12.2 Buyer Obligations
By posting a Bounty, you pre-authorize a payment hold for your stated budget. This hold is subject to the same obligations as a winning auction bid.
12.3 Resolution
Bounties resolve via Accept (instant sale at bounty price, triggering standard handoff), Reject (submission declined, no payment captured), or Counter (seller proposes modified price, buyer may accept or decline).
13. Prohibited Items and Conduct
13.1 Prohibited Items
The following may not be listed or sold through the Platform:
Stolen goods or items obtained through illegal means;
Firearms, ammunition, or regulated weapons (including items requiring federal firearms licenses);
Illegal drugs, controlled substances, or drug paraphernalia;
Adult or sexually explicit content;
Counterfeit, replica, or trademark-infringing goods;
Recalled or safety-banned items;
Hazardous materials or biological agents;
Live animals;
Alcohol or tobacco (except where expressly authorized by AuClose in writing);
Digital goods, software licenses, or intangible items;
Human remains or bodily fluids; and
Any item whose sale violates applicable federal, state, or local law.
13.2 Prohibited Conduct
The following is strictly prohibited:
Misrepresenting item condition, origin, authenticity, or ownership;
Fake accounts, impersonation, or ban evasion;
Shill bidding or bid manipulation;
Off-platform transactions with contacts made through AuClose;
Harassment or threats toward other users;
Coercing or deceiving a buyer into early PIN disclosure;
Money laundering, financial fraud, or any illegal activity; and
Unauthorized access to or scraping of AuClose systems.
14. Disputes Between Users
14.1 User Responsibility
AuClose is not a party to transactions. Users should raise disputes through the Platform before disclosing the handoff PIN. AuClose may review evidence and take action where a clear Terms violation is identified but does not guarantee resolution or assume liability for transaction losses.
14.2 Chargebacks
Initiating a chargeback without exhausting AuClose's dispute process violates these Terms. AuClose reserves the right to suspend accounts and seek recovery from unwarranted chargebacks.
15. Intellectual Property
15.1 AuClose IP
All software, trademarks, logos, branding, and Platform content created by AuClose are the exclusive property of AuClose LLC and protected under U.S. intellectual property law.
15.2 User Content License
By posting listings, images, or other content, you grant AuClose a non-exclusive, royalty-free, worldwide license to use, display, and distribute that content for the purpose of operating the Platform. You retain ownership.
16. Disclaimers
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, AUCLOSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
17. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AUCLOSE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. AUCLOSE'S TOTAL LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE GREATER OF: (A) FEES PAID BY YOU TO AUCLOSE IN THE PRECEDING 12 MONTHS, OR (B) $100 USD.
18. Indemnification
You agree to indemnify, defend, and hold harmless AuClose LLC, its members, officers, employees, and agents from any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from: your use of the Platform; your breach of these Terms; your listings or sales; any misrepresentation; or your violation of any applicable law.
19. Third-Party Services
The Platform integrates with Stripe, Inc. (payments and identity), Google LLC (geocoding and AI), and Supabase, Inc. (backend infrastructure). Your use of these services is subject to their respective terms. AuClose is not responsible for third-party acts or omissions.
20. Governing Law and Dispute Resolution
20.1 Governing Law
These Terms are governed by the laws of the State of New Mexico, without regard to conflict of law provisions.
20.2 Informal Resolution
Before initiating formal proceedings, contact AuClose at [admin@auclose.com] to attempt informal resolution. AuClose will attempt to resolve disputes within 30 days.
20.3 Binding Arbitration
PLEASE READ THIS CAREFULLY. If informal resolution fails, any dispute arising out of these Terms or the Platform shall be resolved by binding individual arbitration under the American Arbitration Association (AAA) Consumer Arbitration Rules. You waive your right to a jury trial and to participate in any class action.
Exceptions: small claims court matters and claims for injunctive relief to prevent intellectual property infringement.
20.4 Class Action Waiver
YOU AND AUCLOSE AGREE THAT ALL PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY, NOT AS PART OF ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
20.5 Venue for Non-Arbitral Matters
For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in [INSERT COUNTY], New Mexico.
21. Privacy
Your privacy is governed by our Privacy Policy, incorporated herein by reference. By using the Platform, you consent to the data practices described therein.
22. Miscellaneous
These Terms constitute the entire agreement between you and AuClose. If any provision is found unenforceable, the remaining provisions remain in effect. AuClose's failure to enforce any provision is not a waiver. You may not assign your rights without AuClose's written consent.
Contact:
AuClose LLC
[INSERT REGISTERED ADDRESS], New Mexico
[INSERT EMAIL]
[INSERT PHONE]
This document does not constitute legal advice. AuClose recommends consulting a licensed New Mexico attorney.