Version 2026-06-09· Piece & Quiet, LLC
This Agreement is between Piece & Quiet, LLC, a Georgia limited liability company at 212 Walton St., Monroe, GA 30655 (the “Company”), and the licensed FFL/SOT dealer accepting it (the “Dealer”). Each is a “Party” and together the “Parties.”
A. The Company operates an online marketplace (the “Marketplace”) at pieceandquietmarket.com through which licensed firearms dealers may advertise NFA-regulated suppressors and related items to prospective buyers.
B. The Company is a technology and listing service only. The Company is not a federal firearms licensee, does not take possession of, ship, transfer, or hold title to any firearm or NFA item, and is not a party to any sale or transfer transacted between a Dealer and a buyer.
C. The Dealer is a federally licensed firearms dealer that has paid the Special Occupational Tax and is authorized to engage in transactions involving NFA-regulated items.
D. The Dealer wishes to use the Marketplace to advertise items and facilitate transfers on the terms set out below.
By electronically accepting this Agreement, the Dealer agrees to the following terms, effective as of the date of acceptance.
1.1 Marketplace. The Company's website, software, and related services through which Dealers may create Listings and through which buyers may discover items and initiate transfers.
1.2 Listing. Any product offering the Dealer posts to the Marketplace, including descriptions, photographs, pricing, and condition.
1.3 NFA Item. Any item regulated under the National Firearms Act, including without limitation suppressors, offered through the Marketplace.
1.4 Form 3 and Form 4. ATF Form 3 (Application for Tax-Exempt Transfer of Firearm Among Special (Occupational) Taxpayers) and ATF Form 4 (Application for Tax Paid Transfer and Registration of Firearm), respectively.
1.5 Receiving FFL. The federally licensed dealer the buyer selects to receive an NFA Item on the buyer's behalf and to process the buyer's Form 4.
1.6 Transfer. The lawful transfer of an NFA Item from the Dealer to a buyer, routed through a Receiving FFL in accordance with the National Firearms Act and ATF regulations.
1.7 Restricted Jurisdictions. California, Delaware, Hawaii, Illinois, Massachusetts, New Jersey, New York, Rhode Island, and the District of Columbia, together with any other jurisdiction in which possession or transfer of the relevant item is prohibited by law.
1.8 Subscription. The recurring access fee described in Article 7.
2.1 Listing service only. The Company provides an advertising, listing, and payment-facilitation service. The Company is not a buyer, seller, broker, consignee, or transferee of any item listed on the Marketplace.
2.2 No possession; no shipment. The Company never takes physical or constructive possession of any firearm or NFA Item, never ships or arranges shipment of any such item, and never holds title to any such item. All physical handling, shipment, and transfer of items is performed by the Dealer, the Receiving FFL, or other licensees as required by law.
2.3 Not a party to the sale. The sale and Transfer of any item is a transaction solely between the Dealer, the buyer, and the Receiving FFL. The Company is not a party to that transaction and assumes no responsibility for it.
2.4 No legal or compliance advice. Nothing the Company provides constitutes legal, tax, or regulatory advice. The Dealer is solely responsible for determining the legality of each transaction it conducts.
The Dealer represents, warrants, and covenants, on the date of acceptance and continuously throughout the term, that:
The Dealer will, on the Company's reasonable request, provide a copy of its current FFL and proof of SOT registration. The Company may verify the Dealer's licensure at any time and may suspend the Dealer's account pending verification.
The Dealer is solely and exclusively responsible for the lawful conduct of every transaction it initiates, advertises, or completes through the Marketplace. Without limiting that responsibility, the Dealer shall:
4.10 Sole responsibility. The allocation of responsibility in this Article 4 is a material term of this Agreement. The Company does not assume, and expressly disclaims, any duty to determine the legality of, or to supervise, any transaction, Listing, buyer, or Receiving FFL.
5.1 Content. The Dealer is responsible for all content it posts. The Dealer grants the Company a non-exclusive, royalty-free, worldwide license to host, display, reproduce, and promote Listing content on and in connection with the Marketplace during the term and for a reasonable period afterward for archival and promotional purposes.
5.2 Prohibited content. The Dealer shall not post any Listing that is unlawful, infringing, fraudulent, or that offers any item the Dealer is not authorized to sell.
5.3 Removal. The Company may, in its sole discretion and without liability, edit, refuse, suspend, or remove any Listing, including for suspected legal or policy violations.
6.1 Direct payment. Buyer payment for an item is made to the Dealer through the Marketplace's integrated payment processing. The Dealer, not the Company, is the merchant of record for each sale. The Company is not a payment intermediary holding sale proceeds and does not guarantee payment, settlement, or chargeback outcomes.
6.2 Transfer flow. The Parties acknowledge the lawful transfer model: the Dealer files a Form 3 transferring the NFA Item to the buyer's chosen Receiving FFL, and the buyer files a Form 4 through that Receiving FFL. The Company plays no role in, and bears no responsibility for, the preparation, filing, approval, denial, or timing of any ATF form.
6.3 Disputes and refunds. Any dispute, return, refund, or chargeback arising from a sale is between the Dealer and the buyer and is the Dealer's responsibility to resolve. The Company's sole role, if any, is technical facilitation through the payment processor.
7.1 Subscription. Access to the Marketplace as a Dealer requires a recurring Subscription of $29.00 per month, billed in advance through the Company's payment processor (Authorize.net Automated Recurring Billing).
7.2 Founding pricing. New Dealers enroll at no charge, with a payment method retained on file. No Subscription fee is charged until the Dealer's first completed sale on the marketplace. Upon that first completed sale, the $29/month Subscription begins automatically and renews monthly until cancelled.
7.3 Auto-renewal. The Subscription renews automatically each month until cancelled. The Dealer authorizes the Company and its processor to charge the payment method on file for each renewal.
7.4 Cancellation. The Dealer may cancel at any time through its account or by written notice; cancellation takes effect at the end of the then-current billing period. Except as required by law, fees already paid are non-refundable.
7.5 Changes. The Company may change Subscription fees on at least thirty (30) days' prior notice; continued use after the change takes effect constitutes acceptance.
8.1 Term. This Agreement begins on the date of acceptance and continues month-to-month so long as the Subscription remains active.
8.2 Termination for convenience. Either Party may terminate on written notice; the Dealer's termination follows the cancellation mechanics in Section 7.4.
8.3 Termination or suspension for cause. The Company may suspend or terminate the Dealer's access immediately, without liability, if the Dealer loses or has suspended any required license, breaches this Agreement, or engages in conduct the Company reasonably believes is unlawful or harmful to the Marketplace or its users.
8.4 Effect. On termination, the Dealer's Listings are removed and its access ends. Articles 4, 9, 10, 11, 12, 15, 17, and 18 survive termination.
Each Party represents that it has the authority to enter into this Agreement and that doing so does not violate any other agreement binding on it. The Dealer makes the additional representations in Articles 3 and 4. Except as expressly stated in this Agreement, neither Party makes any warranty of any kind.
The Dealer shall defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, and agents from and against any and all claims, demands, investigations, losses, liabilities, damages, penalties, fines, and expenses (including reasonable attorneys' fees) arising out of or relating to:
The Company will give the Dealer reasonable notice of any claim subject to indemnification and may participate in the defense with its own counsel at its own expense.
11.1 No indirect damages. Neither Party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits or revenue, arising out of this Agreement, even if advised of the possibility.
11.2 Cap. The Company's total cumulative liability arising out of or relating to this Agreement will not exceed the total Subscription fees the Dealer paid to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.
11.3 Allocation. These limitations reflect the agreed allocation of risk and are a basis of the bargain between the Parties.
The Marketplace is provided “as is” and “as available.” The Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant uninterrupted or error-free operation, and does not warrant any sales volume, buyer conduct, transaction outcome, or ATF approval. The Company is not responsible for the acts or omissions of any Dealer, buyer, Receiving FFL, or payment processor.
The Dealer shall maintain, at its own expense, commercially reasonable insurance appropriate to its business, including general liability coverage and any coverage required by law.
As between the Parties, the Company owns the Marketplace and all related software, trademarks, and content (including the Piece & Quiet name and marks). The Company grants the Dealer a limited, revocable, non-transferable license to use the Marketplace and to reference its participation during the term, subject to the Company's brand guidelines. The Dealer acquires no other rights in the Company's intellectual property.
15.1 Confidential information. Each Party will protect the other's non-public business information disclosed under this Agreement and use it only to perform under this Agreement.
15.2 Buyer data. The Dealer will handle any buyer personal information it receives in compliance with applicable privacy laws and the Company's privacy policy, use it only to complete the relevant transaction and meet legal obligations, and not sell or misuse it.
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship. Neither Party may bind the other or represent that it has authority to do so.
17.1 Governing law. This Agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules.
17.2 Venue. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Walton County, Georgia, for any dispute arising out of or relating to this Agreement.
17.3 Fees. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.
18.1 Entire agreement. This Agreement, together with any policies and terms the Company incorporates by reference, is the entire agreement between the Parties and supersedes all prior understandings on its subject.
18.2 Amendment. The Company may update operational terms and policies on reasonable notice; material changes to this Agreement otherwise require posting an updated version, which the Dealer may be asked to accept. Continued use after notice of a change constitutes acceptance.
18.3 Assignment. The Dealer may not assign this Agreement without the Company's prior written consent. The Company may assign it in connection with a merger, financing, or sale of assets.
18.4 Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is reformed to the minimum extent necessary.
18.5 Waiver. No waiver is effective unless in writing, and no waiver of one breach waives any other.
18.6 Notices. Notices to the Company may be sent to contact@pieceandquietmarket.com. Notices to the Dealer may be sent to the contact information on its account.
18.7 Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control.
18.8 Electronic acceptance. The Dealer agrees that accepting this Agreement electronically has the same legal effect as a handwritten signature, and that the Company's records of acceptance are admissible evidence of agreement.