Terms of Service

These Terms of Service (the Terms) are a legally binding agreement between you and MileMarketplace (referred to as MileMarketplace, we, us, or our), the operator of the website at milemarketplace.com and its related features, applications, and services (collectively, the Service). By accessing or using the Service, creating an account, or completing any transaction, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not use the Service.

You represent that you are at least 18 years old and have the legal capacity to enter into a binding contract. If you use the Service on behalf of a business or other entity, you represent that you are authorized to bind that entity, and references to you include that entity.

We may modify these Terms at any time. If we make material changes, we will update the Last updated date above and, where appropriate, provide additional notice. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms. It is your responsibility to review the Terms periodically.

• Member, User, you — any person who accesses or uses the Service.
• Seller — a Member who lists airline miles for sale and agrees to book award travel for a Buyer.
• Buyer — a Member who purchases miles and the associated award booking through the Service.
• Listing — an offer by a Seller to sell miles at stated prices.
• Order — a transaction between a Buyer and Seller initiated through the Service.
• Miles — airline frequent-flyer miles, points, or other loyalty-program currency.
• Loyalty Program — any airline or third-party program that issues or governs Miles.
• Escrow — the mechanism by which payments are authorized and held through our payment processor and released according to these Terms.

MileMarketplace is an online venue and technology platform that allows Members to find one another and transact. We provide listing tools, messaging, and an escrow payment flow operated through our third-party payment processor.

We are not a party to any agreement, sale, or booking between Buyers and Sellers. We do not own, sell, resell, supply, control, transfer, or take title to any Miles or award tickets. We are not an airline, travel agency, tour operator, bank, escrow agent in the regulated sense, broker, or fiduciary, and we do not act as your agent. The contract for any Order is solely between the Buyer and the Seller. We do not guarantee that any Buyer or Seller will complete a transaction, that any Miles are valid or transferable, or that any booking will be honored by a Loyalty Program or airline.

We do not verify the identity of every Member, the accuracy of Listings, or the legality of any particular transaction, except as we choose to do so in our sole discretion. You are responsible for your own due diligence before transacting.

To transact you must register an account with accurate, current, and complete information and keep it updated. You may maintain only one account unless we authorize otherwise. You are responsible for safeguarding your login credentials and for all activity that occurs under your account. You must notify us immediately at support@milemarketplace.com of any unauthorized use. We are not liable for any loss arising from unauthorized use of your account.

You represent that you are not located in, and are not a resident of, any country or region subject to comprehensive sanctions, and that you are not on any government list of prohibited or restricted parties.

This section is important. Read it carefully.

Most Loyalty Programs prohibit or restrict the sale, purchase, barter, brokering, or transfer of Miles or award tickets to or from persons other than as expressly permitted by the program. Engaging in such activity may violate the terms and conditions of the applicable Loyalty Program and may result in serious consequences, including but not limited to: suspension or permanent closure of loyalty and related accounts; confiscation or cancellation of Miles, award tickets, and elite status; cancellation of booked travel (including travel already in progress); denial of boarding; loss of money paid; and civil or other legal action by an airline or program operator against the Buyer, the Seller, or both.

You acknowledge and agree that you understand these risks and that you voluntarily assume all such risk. You are solely responsible for reviewing and complying with the terms of any Loyalty Program you use. MileMarketplace makes no representation or warranty that any transaction conducted through the Service is permitted by any Loyalty Program or is lawful in your jurisdiction, and MileMarketplace does not encourage you to violate any Loyalty Program terms.

As a Seller, you represent and warrant that you have the lawful right to sell the Miles you list and to book the award travel offered. As a Buyer, you acknowledge that the Miles and bookings you receive may be subject to the foregoing risks.

To the fullest extent permitted by law, you release, waive, and discharge MileMarketplace and its owner, operators, employees, contractors, and agents (the MileMarketplaceParties) from any and all claims, demands, damages, losses, and liabilities of every kind, whether known or unknown, arising out of or relating to any Loyalty Program's enforcement of its terms, the cancellation or confiscation of Miles, points, status, or tickets, or any action taken by an airline or program operator in connection with your use of the Service.

If you list or sell Miles, you represent, warrant, and agree that:

• You own or have the lawful right to sell the Miles and to book the award travel, and the Miles are genuine, unencumbered, and not obtained through fraud, theft, or unauthorized access.
• Your Listings are accurate, current, and not misleading, including pricing, availability, and program details.
• After an Order is confirmed and funded, you will book the award travel requested by the Buyer in a timely manner, provide an accurate airline booking reference (PNR), and not cancel, refund to yourself, reverse, or otherwise interfere with the booking.
• You will quote airline taxes, fees, and surcharges accurately and in good faith, and you will pay them as part of completing the booking.
• You are solely responsible for the accuracy and deliverability of what you offer, and for any consequences under any Loyalty Program.

Seller payouts are released only after the conditions in Section 9 are met and only to a connected payout account that has completed our payment processor's onboarding and verification. We may withhold, delay, or reverse payouts where an Order is disputed, suspected to be fraudulent, or otherwise in breach of these Terms.

If you purchase Miles or bookings, you represent, warrant, and agree that:

• You will provide accurate, complete passenger information needed for the booking and you are authorized to provide the information of any traveler you include.
• You are responsible for independently verifying award availability and for confirming that a booking meets your needs before and after it is made.
• You will review and confirm the status of your Order within the timeframes provided by the Service, and you understand that funds may be released to the Seller automatically after the applicable hold period if you do not act.
• You will not initiate a chargeback or payment dispute with your card issuer or bank in lieu of using the dispute process in Section 11 (see Section 12).

You are solely responsible for the content you submit, including Listings, messages, and any other materials (User Content). You grant MileMarketplace a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, display, reproduce, and distribute your User Content as necessary to operate, provide, and promote the Service. You represent that you have the rights necessary to grant this license and that your User Content does not violate any law or third-party right. We may, but are not obligated to, review, moderate, remove, or refuse any Listing or User Content at any time and for any reason in our sole discretion.

Payments are processed and held by our third-party payment processor. By placing or accepting an Order, you authorize the relevant charges, authorizations, captures, holds, transfers, and payouts described here and in the Service. All amounts are in U.S. dollars unless stated otherwise.

• Two-stage funding. The Buyer first authorizes payment for the Miles plus the buyer fee. The Seller then quotes the airline taxes and fees, which the Buyer authorizes separately. Authorizations may be placed as holds and captured when the Seller books the travel.
• Fees. MileMarketplace charges a service fee to the Buyer and a service fee to the Seller, each calculated on the dollar value of the Miles and disclosed before the Order is placed or accepted. We do not add a markup to airline taxes and fees. Fees are earned upon completion and are non-refundable except as required by law or as we determine in our discretion.
• Release of funds. Funds are held until the booking is completed and the relevant travel has departed, plus any applicable hold or confirmation period, after which the Seller's payout (the Miles price less the seller fee, plus the pass-through taxes) is released. Release may occur automatically after the hold period if the Buyer does not raise a timely dispute.
• Failed or expired authorizations. Payment authorizations may expire if not captured within the time allowed by the card network or processor. If an authorization cannot be captured, the Order may be cancelled, and MileMarketplace is not responsible for any resulting loss.
• Processor terms. Use of the payment features is also subject to the terms and privacy policy of our payment processor. You authorize us and the processor to share information as needed to process payments, prevent fraud, and comply with law.

We may change our fees prospectively by updating the Service. Fees in effect at the time an Order is placed apply to that Order.

Whether an Order may be cancelled and whether a refund is available depends on the stage of the Order and the circumstances. Before a Seller books travel, an Order may generally be cancelled and any authorization released. After travel is booked, cancellation and refunds are not guaranteed and may be impossible. MileMarketplace may place holds on, delay, cancel, refund, or reverse any Order or payout where we reasonably suspect fraud, error, breach of these Terms, or risk to any party. Refund timing depends on your payment provider and is outside our control.

Disputes about an Order are primarily between the Buyer and the Seller. The Service provides a dispute process and messaging to help you resolve issues. MileMarketplacemay, but is not obligated to, review evidence and, in our sole discretion, hold, release, refund, or split funds to resolve a dispute for the limited purpose of administering the escrow flow. Any such decision is final as to the disposition of held funds but is not a legal adjudication of your underlying claims and does not limit either party's rights against the other outside the Service. MileMarketplace is not responsible for the conduct of any Member or for the outcome of any transaction.

You agree to use the dispute process in Section 11 before contacting your card issuer or bank. Initiating a chargeback or payment reversal in bad faith, or instead of using the dispute process, is a breach of these Terms. We reserve the right to investigate and contest improper chargebacks, to recover amounts owed (including chargeback fees and costs of collection), to set off such amounts against any funds or payouts owed to you, and to suspend or terminate your account.

You agree that you will not:

• sell, buy, or transfer Miles, accounts, or tickets that are stolen, fraudulent, obtained without authorization, or that you have no right to transfer;
• misrepresent any Listing, Order, identity, or information, or impersonate any person or entity;
• use the Service for money laundering, terrorist financing, tax evasion, or any unlawful purpose;
• circumvent the Service or escrow by arranging or completing transactions off-platform, or solicit other Members to do so;
• create multiple or fraudulent accounts, or manipulate ratings, reviews, or pricing;
• harass, threaten, defraud, or harm other Members or the MileMarketplace Parties;
• scrape, crawl, reverse engineer, interfere with, overload, or attempt to gain unauthorized access to the Service or its systems; or
• use the Service in violation of any applicable law or any Loyalty Program's terms.

You are solely responsible for determining and paying any taxes that apply to your transactions, including any income tax on amounts you earn as a Seller. We may collect tax information from you and may report transactions and issue tax forms to you and to tax authorities as required by law. You agree to provide accurate tax information on request, and we may withhold payouts if you fail to do so.

To help prevent fraud and comply with applicable law, we and our payment processor may require you to verify your identity, provide documents, or answer questions, and may delay, limit, refuse, freeze, or reverse transactions or payouts pending verification. You represent and warrant that you are not subject to economic sanctions and that you will not use the Service in violation of any anti-money-laundering, sanctions, or export-control laws. We may report suspicious activity to authorities as required.

We may suspend, restrict, or terminate your access to the Service, remove content, or close your account at any time, with or without cause and with or without notice, including if we believe you have violated these Terms or pose a risk to us, other Members, or any third party. You may stop using the Service at any time. Upon termination, your right to use the Service ends, but any provisions that by their nature should survive (including Sections 5, 9–15 and 17–27) will survive. Pending Orders and obligations, including payment and dispute obligations, remain in effect.

The Service, including its software, design, text, graphics, logos, and other content (excluding User Content), is owned by MileMarketplace or its licensors and is protected by intellectual-property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Service for its intended purpose. You may not copy, modify, distribute, sell, or create derivative works from the Service without our prior written consent. All rights not expressly granted are reserved.

The Service relies on and may link to third-party services, including our payment processor, database and hosting providers, airlines, and Loyalty Programs. We do not control and are not responsible for third-party services, their availability, or their terms. Your use of third-party services is at your own risk and subject to their terms and privacy policies.

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, the MileMarketplace Parties disclaim all warranties, express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, secure, error-free, or that any Miles, Listing, Order, booking, or payout will be valid, accurate, available, delivered, or honored by any Loyalty Program or airline. No advice or information, whether oral or written, obtained from us or through the Service creates any warranty not expressly stated here. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

To the fullest extent permitted by law, the MileMarketplace Parties will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, miles, points, status, or tickets, however caused and under any theory of liability.

In all cases, the total aggregate liability of the MileMarketplace Parties arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total service fees you paid to MileMarketplace in the six (6) months immediately before the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100). These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you; in such cases our liability is limited to the maximum extent permitted by law.

You agree to defend, indemnify, and hold harmless the MileMarketplaceParties from and against any and all claims, demands, actions, investigations, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) any Order, Listing, booking, or transaction you are involved in; (c) your User Content; (d) your violation of these Terms or of any law or third-party right, including any Loyalty Program's terms; (e) any tax obligation of yours; or (f) any dispute between you and another Member or any airline or Loyalty Program. We may assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with us.

Please read this section carefully. It affects your legal rights, including your right to go to court and to participate in a class action.

Informal resolution first. Before starting an arbitration, you agree to first contact us at admin@milemarketplace.com and give us 30 days to resolve the dispute informally. Most concerns can be resolved this way.

Binding arbitration. If we cannot resolve a dispute informally, you and MileMarketplace agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, rather than in court, except as provided below. The arbitration will be conducted in the State of Wyoming, or by telephone or video where available, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, or enforceability of this arbitration agreement.

Class-action and jury-trial waiver. You and MileMarketplace agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. You and MileMarketplacewaive any right to a trial by jury. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and may proceed in court.

30-day right to opt out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to admin@milemarketplace.com stating your name, the account email, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other part of these Terms.

Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in court to protect its intellectual-property or proprietary rights.

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Wyoming, U.S.A., without regard to its conflict-of-laws rules, and, where applicable, by the Federal Arbitration Act. Subject to Section 22, the state and federal courts located in Wyoming will have exclusive jurisdiction over any matter not subject to arbitration, and you consent to personal jurisdiction and venue there.

We may add, change, suspend, or discontinue any part of the Service at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service or any feature.

We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, airline or Loyalty Program action, outages of third-party services or networks, payment-processor failures, or telecommunications or internet failures.

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us regarding the Service and supersede all prior agreements on the subject.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms without our consent. We may assign them, including in connection with a merger, acquisition, or sale of assets.
• No third-party beneficiaries. Except for the MileMarketplace Parties, these Terms create no third-party beneficiary rights.
• Notices. We may provide notices to you by email or through the Service. You may send legal notices to us at admin@milemarketplace.com.
• Electronic communications. You consent to receive communications from us electronically, and you agree that electronic communications satisfy any legal requirement that a communication be in writing.
• Headings. Section titles are for convenience only and do not affect interpretation.

Questions about these Terms? Email admin@milemarketplace.com. For general support, contact support@milemarketplace.com.