Terms of Service / Marketplace Agreement

Effective Date: August 10, 2026

These Terms of Service / Marketplace Agreement (the “Terms”) govern access to and use of the websites, applications, groups, marketplaces, messaging channels, social communities, and related services operated or made available by OMAR BAY LLC, doing business as BAY (“BAY,” “OMAR BAY LLC,” “we,” “us,” or “our”).

These Terms apply to the BAY marketplace and related community channels, including BAY-operated groups and communities on third-party platforms such as Discord, Facebook, WhatsApp, Bay Group, and Canada Watch Group, as well as any related websites, pages, forms, and communications through which BAY connects users interested in luxury watches and related items.

Before you register for an account, join a BAY community through the platform where registration is required, or submit or complete any paid membership purchase, you must affirmatively accept these Terms, our Privacy Policy, and Community Rules through BAY’s click-wrap acceptance flow. By creating an account, completing registration, posting a listing, sending a message, joining a BAY community, purchasing or renewing a paid membership, or otherwise using the services after that acceptance, you agree to be bound by these Terms and our Privacy Policy, Escrow Terms (if applicable), and Community Rules, each as updated from time to time. If you do not agree, do not register, do not purchase a paid membership, and do not use the services.

1. Nature of the Services

1.1 Marketplace and Community Function

BAY provides a third-party marketplace and community platform through which users may:

• list luxury watches and related items for sale;
• communicate with other users;
• share references, feedback, and community information;
• participate in BAY-operated groups and channels; and
• in limited cases and only where separately agreed, request escrow-related services.

1.2 BAY Is Not the Seller, Buyer, Broker, Dealer, Appraiser, or Authenticator

Except where BAY expressly agrees in a separate written or electronically accepted escrow arrangement, BAY is not a party to transactions between users. BAY does not ordinarily:

• own listed inventory;
• take title to listed items;
• act as merchant of record;
• process or receive transaction funds between users;
• negotiate transaction terms on behalf of users;
• inspect or authenticate items;
• appraise watches or accessories;
• guarantee payment, delivery, or performance;
• guarantee user identity, trustworthiness, solvency, or legal compliance.

Users contract directly with one another. Any purchase, sale, trade, consignment, exchange, shipment, or related arrangement is solely between the buyer and seller, unless BAY expressly agrees otherwise under separate escrow terms.

1.3 No Fiduciary or Special Relationship

Use of the platform does not create any agency, fiduciary, brokerage, partnership, joint venture, employment, franchise, or similar relationship between BAY and any user. BAY acts solely as an independent platform provider unless a separate written agreement states otherwise.

2. Eligibility and Account Requirements

2.1 Eligibility

You may use the services only if:

• you are legally capable of forming a binding agreement;
• your use of the services is permitted under applicable law;
• you are not suspended or prohibited from using the services; and
• you provide accurate and current account information.

If you use the services on behalf of a business, you represent that you have authority to bind that business to these Terms.

2.2 Minors

The services are not intended for children. If additional age restrictions are required by applicable law or by a third-party platform, those restrictions also apply. You may use the services only if you are at least the age of majority in your province, state, or jurisdiction of residence, or if your use is permitted with the involvement of a parent or legal guardian where applicable law allows.

2.3 Account Security

You are responsible for:

• maintaining the confidentiality of your login credentials;
• restricting access to your account and devices;
• all activities occurring under your account; and
• promptly notifying BAY of suspected unauthorized use or security issues.

BAY may rely on instructions and actions taken through your account unless and until you notify us of a security concern and we have a reasonable opportunity to respond.

3. User Accounts, Profiles, and Verification

3.1 Accuracy of Information

You must provide accurate information and keep it reasonably current. You may not:

• impersonate another person or business;
• use false, misleading, or deceptive information;
• create multiple accounts to evade rules, moderation, or enforcement; or
• use the services to conceal identity for fraud or unlawful conduct.

3.2 Verification Is Limited

BAY may, but is not obligated to, request identity or account verification in limited circumstances, including:

• fraud prevention;
• suspicious activity review;
• dispute handling;
• escrow-related review;
• voluntary verified-status requests; or
• platform safety and compliance.

Any verification performed by BAY is limited in scope and does not constitute a guarantee of identity, honesty, creditworthiness, business legitimacy, solvency, legal compliance, product authenticity, or future conduct.

3.3 Verified Status and Badges

Any verified, trusted dealer, trusted seller, community status, badge, label, or similar designation reflects only BAY’s internal or community-based indicators, which may include account history, participation, references, longevity, or limited reviewed information.

Such status does not constitute:

• authentication;
• endorsement;
• certification;
• guarantee;
• financial assurance;
• background screening;
• legal clearance;
• proof of ownership; or
• assurance of future conduct or transaction safety.

4. User Listings, Offers, and Communications

4.1 User Responsibility for Listings and Statements

You are solely responsible for your listings, messages, comments, offers, negotiations, references, reviews, profile information, photos, videos, documents, and all other content or communications you provide through the services or BAY-operated community channels.

You represent and warrant that your content:

• is accurate and not misleading;
• does not omit material facts in a misleading way;
• does not infringe any third-party rights;
• does not violate any law, regulation, or sanction;
• does not involve stolen, counterfeit, or unlawfully possessed property; and
• may lawfully be posted, sold, or shared by you.

4.2 No Duty to Monitor

BAY may, but is not obligated to, review, screen, moderate, remove, edit, restrict, report, or preserve content or communications. BAY has no general duty to monitor users, listings, or transactions and assumes no responsibility for user-generated content except as required by law.

4.3 Community References and Feedback

References, transaction feedback, reviews, comments, and reputation statements are provided by users for informational purposes only. BAY does not independently verify or guarantee their accuracy, completeness, reliability, or truthfulness.

5. No Authentication, Inspection, or Certification

5.1 No Professional Authentication Services

BAY does not authenticate, inspect, certify, appraise, grade, verify, or guarantee:

• any watch;
• any serial number;
• any movement, dial, bezel, bracelet, clasp, box, papers, accessory, or component;
• provenance or ownership history;
• originality or completeness;
• service history;
• condition or wear;
• legality of ownership;
• freedom from liens, theft claims, or encumbrances;
• listing accuracy.

5.2 Buyer Due Diligence

All due diligence is the responsibility of the buyer, including:

• authenticity review;
• serial-number review;
• condition inspection;
• fitment and compatibility checks;
• provenance and ownership review;
• valuation and appraisal;
• export/import legality;
• sanctions and customs compliance;
• insurance review;
• payment method risk review.

5.3 Seller Responsibility

Sellers are solely responsible for the truthfulness and legality of listings, the lawful ownership and right to transfer any listed item, and the accuracy of all statements regarding condition, originality, completeness, accessories, and service history.

6. Prohibited Conduct and Prohibited Listings

You may not use the services for any unlawful, deceptive, abusive, or harmful purpose. Without limitation, the following are prohibited.

6.1 Prohibited Conduct

You may not:

• commit fraud, attempted fraud, or misrepresentation;
• impersonate any person or business;
• use fake references, fake profiles, or manipulated transaction history;
• engage in harassment, hate speech, threats, stalking, or extortion;
• spam, scrape, harvest, or misuse user data;
• interfere with platform operations or security;
• circumvent BAY’s rules, suspensions, filters, or moderation decisions;
• use the services to launder money or conceal unlawful activity;
• violate sanctions, anti-money laundering, export control, customs, or consumer protection laws;
• induce chargebacks or payment reversals in bad faith;
• post false disputes, false reports, or defamatory content;
• solicit illegal transactions or evasion of taxes, customs, duties, or laws.

6.2 Prohibited Listings and Items

You may not list, promote, or transact in connection with:

• counterfeit, replica, fake, or materially altered items not accurately disclosed;
• stolen goods or unlawfully possessed goods;
• items with removed, altered, or fraudulent serial numbers, unless lawful and clearly disclosed where permitted;
• items sold in violation of contractual, court-ordered, or legal restrictions;
• prohibited weapons, contraband, or unlawful goods;
• items that infringe intellectual property rights;
• listings containing materially false or deceptive statements;
• any item prohibited by BAY, a payment provider, shipping carrier, insurer, marketplace host, or applicable law.

BAY may remove or restrict any listing or user, with or without notice, where BAY believes a risk to users, BAY, or the public may exist.

7. Payments and Off-Platform Transactions

7.1 Direct User Payments Are at User Risk

Unless BAY is expressly acting under separate Escrow Terms, all payments between users are made directly between buyer and seller at their own risk.

BAY does not supervise, reverse, insure, recover, protect, or guarantee:

• bank transfers;
• wire transfers;
• Zelle or similar transfers;
• cryptocurrency transfers;
• cash transactions;
• trades;
• installment arrangements;
• off-platform financial transactions.

7.2 No Payment Processor Role

Except where separately agreed in writing or through accepted Escrow Terms, BAY is not a payment processor, money transmitter, bank, trust company, escrow company, insurer, or custodian.

7.3 Off-Platform Dealings

BAY is not liable for negotiations, side agreements, direct communications, payment arrangements, trades, or transactions occurring outside the platform or through external messaging channels, even if initial contact occurred through BAY.

7.4 Separate Escrow Terms Control

If BAY agrees to provide escrow-related services for a specific transaction, those services are governed exclusively by the separate Escrow Terms and any transaction-specific instructions or confirmations accepted by the relevant parties. In the event of conflict, the Escrow Terms control for the escrow transaction.

8. Shipping, Delivery, Risk of Loss, and Inspection

8.1 BAY Is Not Responsible for Shipment Outcomes

Except to the limited extent expressly assumed in separate Escrow Terms, BAY is not responsible for:

• shipping arrangements;
• label creation;
• packaging;
• carrier selection;
• insurance procurement;
• delays;
• customs holds;
• loss, theft, damage, or tampering in transit;
• signature disputes;
• failed delivery;
• returns or redelivery.

8.2 Risk Allocation Between Users

For non-escrow transactions, buyers and sellers are solely responsible for agreeing on:

• shipping method;
• insurance amount and source;
• declared value;
• packaging standards;
• signature requirements;
• inspection windows;
• return conditions;
• risk-of-loss transfer point.

If the parties do not clearly agree otherwise in writing, each user assumes their own risks arising from ambiguous shipping arrangements.

8.3 International, Customs, and Cross-Border Risk

Users are solely responsible for compliance with all import, export, customs, sanctions, valuation, declaration, and local legal requirements applicable to their transaction.

9. Taxes, Duties, and Regulatory Compliance

You are solely responsible for determining, collecting, reporting, remitting, and paying any taxes, duties, levies, tariffs, customs charges, brokerage charges, or governmental fees arising from your use of the services or any transaction with another user.

BAY does not provide tax, customs, legal, valuation, anti-money laundering, sanctions, or regulatory advice. Users should seek their own professional advice as appropriate.

10. BAY Community Channels and Third-Party Platforms

10.1 Community Spaces

BAY may operate or moderate groups and communities on third-party services, including Discord, Facebook, and WhatsApp. Content shared in those spaces may be visible to others depending on platform settings.

10.2 Third-Party Platform Rules

Your use of third-party platforms is also governed by those platforms’ own terms, privacy practices, moderation systems, and technical limitations. BAY does not control those third-party services and is not responsible for their acts, omissions, outages, policies, or enforcement decisions.

10.3 Moderation Rights

BAY may monitor, restrict, remove, preserve, review, or report content and user activity within BAY-operated spaces for moderation, safety, fraud prevention, legal compliance, or rule enforcement. BAY may take action without prior notice where appropriate.

10.4 Off-Platform Communications

Users may choose to communicate through private messages, email, SMS, telephone calls, WhatsApp, Facebook Messenger, Telegram, Discord direct messages, or other third-party communication channels. BAY does not control, monitor, verify, or secure communications occurring outside official BAY-controlled platform features and workflows. Users are solely responsible for verifying the identity of the persons with whom they communicate and for assessing the authenticity, accuracy, legitimacy, and safety of any information, payment instructions, shipping instructions, documents, or representations received through such communications. BAY is not responsible for impersonation, phishing, account compromise, payment diversion, fraudulent instructions, hacked accounts, spoofed communications, social engineering attacks, or other misconduct occurring through external communication channels, even where initial contact originated through BAY services or BAY-operated communities.

11. User Disputes

11.1 Disputes Are Primarily Between Users

Disputes concerning authenticity, condition, payment, shipping, delivery, returns, partial refunds, trades, misrepresentation, references, or other transaction matters are generally between the buyer and seller.

BAY is not obligated to investigate, mediate, adjudicate, refund, reverse, collect, recover, or enforce any transaction unless BAY has expressly agreed to do so under separate Escrow Terms or applicable law.

11.2 BAY May Assist Without Assuming Liability

BAY may, but is not required to, request information, preserve records, suspend accounts, restrict access, or facilitate communication in connection with a reported dispute. Any such assistance is voluntary and does not create a duty, waiver, guarantee, or additional liability.

12. Suspension, Restriction, and Termination

BAY may, at any time and in its sole discretion, with or without notice where legally permissible:

• suspend, restrict, or terminate accounts;
• remove or disable listings or content;
• limit functionality or visibility;
• refuse access to community channels;
• delay or refuse verification;
• preserve records;
• report matters to law enforcement, rights holders, payment providers, carriers, insurers, or regulators.

Grounds for action may include suspected fraud, counterfeit concerns, stolen-property concerns, policy violations, chargeback risk, legal risk, sanctions risk, harassment, non-cooperation, inaccurate information, or any conduct that may expose BAY or users to harm.

Termination or restriction does not relieve you of obligations accrued before termination.

13. Fees and Future Service Changes

BAY may introduce, modify, discontinue, or condition services, features, visibility tools, verification options, promotional tools, or fee-based offerings at any time, subject to applicable law. Any fees, if applicable, will be disclosed through the relevant service, checkout flow, written notice, or separate agreement. Where BAY offers paid memberships or other paid services through a checkout or registration flow, processing is conditioned on your prior click-wrap acceptance of these Terms, the Privacy Policy, and the Community Rules.

BAY may refuse, condition, or discontinue any feature, including escrow availability, at any time.

14. Intellectual Property and License to User Content

14.1 BAY Property

The BAY name, logos, branding, site design, software, compilation, and service content provided by BAY are owned by BAY or its licensors and are protected by applicable law. Except for limited use necessary to access the services, no rights are granted to you.

14.2 License to User Content

You retain ownership of content you submit, but you grant BAY a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, perform, distribute, moderate, format, adapt, and use that content as reasonably necessary to:

• operate and provide the services;
• display listings and community content;
• investigate fraud and disputes;
• enforce these Terms;
• comply with law;
• market or promote the BAY services, provided that BAY will not knowingly use private communications for public marketing without permission except as permitted by law or policy.

You represent that you have all rights needed to grant this license.

15. Privacy

Your use of the services is also subject to the Privacy Policy, which describes how BAY collects, uses, shares, stores, and protects personal information. In the event of inconsistency between these Terms and the Privacy Policy regarding privacy practices, the Privacy Policy governs as to privacy-specific matters, while these Terms govern as to platform use and contractual risk allocation.

16. Disclaimer of Warranties

To the maximum extent permitted by law, the services are provided “as is,” “as available,” and “with all faults.” BAY disclaims all warranties and representations, express, implied, statutory, or otherwise, including any implied warranties of:

• merchantability;
• fitness for a particular purpose;
• title;
• non-infringement;
• quiet enjoyment;
• availability;
• accuracy;
• security;
• reliability;
• authenticity;
• performance;
• suitability for luxury goods transactions.

Without limiting the foregoing, BAY does not warrant that:

• any user is legitimate, solvent, honest, or compliant;
• any watch or item is authentic, original, complete, lawful, or accurately described;
• any listing, reference, or review is accurate;
• any transaction will close, be paid, or be fulfilled;
• any payment will clear or be recoverable;
• any shipment will arrive safely or on time;
• any service will be uninterrupted, error-free, or secure;
• any moderation, verification, or safety measure will prevent fraud or loss.

Some jurisdictions do not allow certain warranty disclaimers, so some portions of this section may not apply to you to the extent prohibited by law.

17. Limitation of Liability

To the maximum extent permitted by law, BAY and its owners, managers, members, officers, directors, employees, contractors, affiliates, agents, licensors, service providers, and successors shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, or for any loss of profits, goodwill, reputation, data, use, opportunity, expected savings, or business interruption, arising out of or relating to:

• use of or inability to use the services;
• user conduct or content;
• listings or references;
• transactions between users;
• off-platform communications or payments;
• authenticity or counterfeit disputes;
• title, provenance, or stolen-property claims;
• shipment loss, theft, delay, customs issues, or damage;
• chargebacks, reversals, bank issues, or payment fraud;
• moderation decisions;
• verification decisions;
• suspension or termination;
• third-party platforms or services.

To the maximum extent permitted by law, BAY’s aggregate liability for all claims arising out of or relating to the services shall not exceed the greater of:

• (a) the total amount of fees actually paid by you directly to BAY for the specific service giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim; or
• (b) USD $500.

The foregoing limitations apply regardless of the form of action and even if a remedy fails of its essential purpose. Nothing in these Terms excludes liability that cannot lawfully be excluded or limited, including where applicable liability for fraud, willful misconduct, gross negligence, personal injury, or other non-waivable rights to the extent required by law.

18. Indemnification

You will defend, indemnify, and hold harmless BAY and its owners, managers, members, officers, directors, employees, contractors, affiliates, agents, service providers, licensors, and successors from and against any and all claims, demands, actions, investigations, proceedings, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses, including reasonable legal fees, arising out of or related to:

• your use of the services;
• your listings, content, or communications;
• any transaction or attempted transaction involving you;
• your breach of these Terms, the Community Rules, Escrow Terms, or Privacy Policy;
• fraud, deception, misrepresentation, or unlawful conduct by you;
• counterfeit, stolen, infringing, or unlawfully possessed goods associated with you;
• disputes regarding authenticity, title, condition, shipping, taxes, customs, or payment;
• your violation of any law, regulation, sanction, or third-party right.

BAY may assume exclusive defense and control of any matter subject to indemnification, and you will cooperate fully at your expense.

19. Release of Claims

To the maximum extent permitted by law, you release BAY and its related persons and entities from claims, demands, and damages arising out of or in any way connected with disputes between you and any other user or third party, including disputes involving payment, authenticity, title, shipping, condition, chargebacks, fraud, reviews, references, or communications.

If you are a California resident, you waive California Civil Code Section 1542, or any similar law, to the extent permitted by law, which generally preserves claims that a releasing party does not know or suspect to exist at the time of the release.

20. Compliance With Laws

You must comply with all applicable laws and regulations in connection with your use of the services and any transaction, including laws relating to:

• consumer protection;
• privacy and marketing;
• anti-spam;
• sanctions;
• anti-money laundering;
• import/export;
• customs;
• taxes;
• intellectual property;
• stolen property;
• deceptive marketing;
• financial crimes.

BAY may take any action it deems appropriate to comply with law, legal process, law-enforcement requests, court orders, sanctions programs, or risk-management obligations.

21. Dispute Resolution, Arbitration, and Governing Law

21.1 Informal Resolution First

Before starting formal proceedings, you agree to first send BAY a written notice describing the dispute and the relief sought. The parties will attempt in good faith to resolve the dispute informally.

21.2 Governing Law

Except where prohibited by applicable law, these Terms and any dispute arising out of or relating to them shall be governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles.

21.3 Binding Arbitration

Except as otherwise provided below or where prohibited by applicable law, any dispute, claim, or controversy arising out of or relating to these Terms, the services, or any relationship between you and BAY shall be resolved by final and binding arbitration administered under the rules of the American Arbitration Association (AAA) then in effect, in the English language.

The arbitration may be conducted remotely, in Wyoming, or in another location or format permitted by the applicable rules and agreed procedures. Judgment on the award may be entered in any court of competent jurisdiction.

21.4 Exceptions

Either party may seek:

• temporary, preliminary, or permanent injunctive relief;
• equitable relief for misuse of intellectual property, confidential information, or platform access;
• relief in small claims court where eligible;
• enforcement of arbitration agreements or awards;
• any non-waivable remedy available under applicable law.

21.5 Class Action Waiver

To the maximum extent permitted by law, disputes must be brought on an individual basis only and not as a plaintiff or class member in any purported class, collective, coordinated, representative, or private attorney general proceeding.

21.6 Canadian Consumer Rights Savings

If you reside in Canada, including Quebec, nothing in these Terms is intended to waive, limit, or override any mandatory consumer protection, privacy, language, or civil-law rights that cannot legally be waived by contract. Where mandatory Canadian law requires a different forum, procedure, notice, language, or remedy, this Section will be enforced only to the maximum extent permitted by that law.

Without limiting the foregoing:

• non-waivable provincial or federal consumer rights remain preserved;
• arbitration, class-action waiver, governing-law, and limitation provisions apply only to the extent enforceable;
• if any provision is unenforceable as to a Canadian consumer, it will be modified or severed only to the minimum extent necessary, and the remainder of these Terms will continue in effect.

For Quebec residents, nothing in these Terms limits any mandatory rights under the Civil Code of Quebec, the Consumer Protection Act, applicable privacy legislation, or other non-waivable provincial laws.

22. Changes to the Services and These Terms

BAY may modify these Terms from time to time. Updated Terms become effective when posted or otherwise communicated, unless a later effective date is stated. Where BAY requires renewed click-wrap acceptance for updated Terms, Privacy Policy, or Community Rules, your continued access to applicable services, registration completion, or paid membership renewal or purchase may be conditioned on that renewed acceptance. Otherwise, your continued use of the services after the effective date constitutes acceptance of the revised Terms.

BAY may also add, remove, suspend, or modify any service, feature, channel, or workflow at any time.

23. Relationship to Other Documents

These Terms should be read together with the following:

24. Notices

You agree that BAY may provide notices by posting on the services, by email, by account notification, or through relevant community channels where appropriate. You are responsible for keeping your contact information current.

25. Severability, Waiver, Assignment, and Entire Agreement

25.1 Severability

If any provision of these Terms is found unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.

25.2 No Waiver

Failure by BAY to enforce any provision is not a waiver of any right or provision.

25.3 Assignment

You may not assign or transfer these Terms or your account rights without BAY’s prior written consent. BAY may assign these Terms and any rights or obligations under them in connection with a merger, acquisition, restructuring, asset sale, financing, or by operation of law.

25.4 Entire Agreement

These Terms, together with the Privacy Policy, Escrow Terms where applicable, Community Rules, and any transaction-specific or feature-specific terms expressly incorporated by reference, constitute the entire agreement between you and BAY regarding the services and supersede prior or contemporaneous understandings relating to the same subject matter.

26. Contact Information

For general inquiries regarding these Terms, users may contact BAY using the current contact information made available through the platform.

For privacy-related matters, users should refer to the contact details and request procedures set out in the Privacy Policy.

By using the BAY services, you acknowledge that you have read and understood, and through the applicable click-wrap acceptance flow agreed to, these Terms of Service / Marketplace Agreement.

Facebook Data Deletion

If You logged in using Facebook, You may request deletion of all data we received from Facebook (such as Your name, email, profile picture, and Facebook user ID) by emailing info@bay.online with the subject "Facebook Data Deletion Request." We will process Your request within 30 days. Data required by law (e.g., transaction records) may be retained as described in these Terms.

Contact Us

If you have any questions about these Terms, You can contact us:

By email: info@bay.online