Seller terms & conditions

TURTLES EGG INC, TurtlesEgg.com

Conditions of Use / General Conditions

Merchant Terms of Service and Agreement: For the sake of this document Merchant, Seller, Vendor, Service Provider, Fundraisers, Advertisers, Advisors all are here after know as Merchant, Merchant Seller and or Seller.

Welcome to TurtlesEgg.com. Turtles Egg Inc. While our objective is to provide the ultimate

experience to our collective customers who are singularly the source of our success and reason for us

to be here, TurtlesEgg.com as a platform is focused on providing you as a seller an online platform,

marketing, advertising, promotional tools and services that could enhance your sales, increase margins

and allow us to create a strong socially responsible marketplace.

By using in any way, browsing, signing up on TurtlesEgg.com a Turtles Egg Inc. online multivendor

marketplace platform as seller, retail seller, wholesaler, service provider, buyer, fundraiser, advisor,

browsing and for any type of user, use (hereafter collectively known as Merchant) you are subject to

and agree to all notices, terms and conditions as set below. Please read this carefully, your using the

platform website in anyway is confirmation that you have ready, understood, accept and agreed to

abide by all the policies, conditional, rules and regulations as set forth by TurtlesEgg.com.

We request you to review this on a regular basis as TurtlesEgg.com and Turtles Egg Inc. reserves the right to amend and revise the content at any time or on a regular basis.

These Merchant Terms of Service and Agreement were updated on March 25, 2021. If you register on or after March 25, 2021, your use of the Services is governed by the terms below.

Please read these merchant terms of service and agreement (“terms of service,” “Terms” or “Agreement”) carefully before using the website, applications and services offered by Turtles Egg Inc. (“Turtles Egg” “Turtlesegg.com,” “we,” and “us”). This agreement sets forth the legally binding terms and conditions for your use as a merchant of our website(s), services or applications, including, without limitation, the website at https://www.Turtlesegg.com and app offered under the name Turtles Egg, and the websites and apps offered by us, including without limitation under the names Turtles Egg Inc, Turtles Egg, Turtlesegg.net, Turtlesegg.us (collectively, the “Services”).

By registering for or otherwise using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein and/or published or made available by Turtles Egg.

Turtles Egg Is a Marketplace Facilitator based in the USA

You understand and agree that Turtles Egg is a marketplace and as such is not responsible or liable for any content, data, text, information, usernames, graphics, images, photographs, profiles, audio, video,

items, products, listings, links or information posted by you, other merchants or outside parties on Turtles Egg. You use the Services at your own risk.

To the fullest extent permitted by law, you and your Affiliates (defined below) waive claims related to, and agree that Turtles Egg and Turtles Egg’s Affiliates, including any of their shareholders, officers, directors, employees, consultants or agents, are not responsible for (a) any statements, guarantees, services in this agreement, and expected transactions, including merchantability, applying to particular purposes or any implied warranties; (b) implied warranties based on the transaction process, the performance of the contract or trading practices course of dealing; or (c) any duties, responsibilities, rights, claims or tort reliefs, whether or not they are due to Turtles Egg’s negligence. “Affiliate”“ shall mean, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

If you have disputes with any third party over any product, offering or interaction over the Services, you agree not to make any claim of any kind or nature against Turtles Egg or its Affiliates, no matter whether such claims, requirements or compensation of damages are known, ensured or released.

Merchant Policies :

As a merchant on Turtles Egg, you are required to follow these policies.

Policy Overview

Last updated on March 25, 2021

Our policies help build and maintain customer trust in Turtles Egg’s US and international marketplace, so we can continually connect your products with customers domestically and worldwide. If you follow these policies, your store can participate in various programs offered on Turtles Egg.

1. Merchants provide Turtles Egg truthful and accurate information at all times

Merchants provide Turtles Egg truthful and accurate information at all times Merchants are expected to be truthful and accurate when entering information into the Turtles Egg platform. Product listings should be truthful and accurate, this includes but not limited to images, inventory, pricing. Product and Service images should depict the product and service being sold accurately. The product and service description should not include conditions that are different from the product and service image.

2.Merchants should ensure orders are delivered to the customer as fast as possible and delivered within the time specified.

Customers expect to get what they ordered promptly. Merchants should ensure the customers receive what they ordered as quickly as possible.

Accomplish this by:

A: Fulfilling orders quickly. B: Using reliable and efficient shipping methods

Registration

Last updated on March 25, 2021

1Information provided at registration must be true and correct.

2Each entity may have one account only

3: Merchant must be 18 years or old to be eligible to sign up

4 ERP Partners and Private API are subject to Partner Terms of Service

5:

Listing Products

Last updated on March 25, 2021

•Information provided during product upload must be accurate. If a merchant provides inaccurate information about the product they are listing, the product could be removed and the account could face penalties or suspension.

•Used products and Counterfeit products are strictly prohibited on Turtles Egg

Listing used and counterfeit products on Turtles Egg is not allowed. If a merchant lists counterfeit products for sale, the products will be removed and their account will face penalties, legal action and suspension.

•Products and listings may not infringe on the intellectual property of others. This includes, but is not limited to: copyright, trademarks, and patents. Merchants are responsible for ensuring that their products and listings do not infringe and are encouraged to do an IP clearance check before listing products. If a merchant repeatedly lists products that infringe on others’ intellectual property, the products will be removed.

•If a merchant continues to repeatedly infringe on the intellectual property rights of others, their account is at risk of higher penalties, suspension and/or termination and legal action.

•Product listings may not refer customers off of Turtles Egg

If a merchant lists a product which encourages customers to leave Turtles Egg or contact a store outside of Turtles Egg, the product will be removed and the account risks suspension.

•Listing duplicate products is prohibited. If a merchant uploads duplicate products the products will be removed.

•Prohibited product listings will be penalized. As a merchant on Turtles Egg you are responsible for ensuring the legal compliance of your products in the regions you ship to and ship from. If a product listing is detected to not comply with Turtles Egg’s Prohibited Product Listings policies, the merchant may be penalized and the product listing may be taken down. depending on the severity of the violation, the merchant’s account may be suspended for selling prohibited products.

•If a package is found to contain a product that does not comply with all applicable laws, including customs regulations for the origin country (i.e. location of export) or destination country (i.e. location of import), merchants may be penalized for the actual costs incurred by the carrier to destroy the product.

As a merchant on Turtles Egg, you are responsible for ensuring the legal compliance of your products in the regions you deliver. In addition, Merchants must adhere to all of Turtles Egg’s policies outlined in the Merchant Terms of Service including all policies pertaining to prohibited products and prohibited listing practices.

Turtles Egg serves a diverse audience that may include children as young as 13 years of age. Turtles Egg reserves the right to censor or remove any content that it feels may be inappropriate or harmful for these customers.

Prohibited on Turtles Egg:

The following are product categories that Turtles Egg prohibits merchants from selling:

•Counterfeit products

•Used Products (Except for Books, Laptops, Ipads, Chrome books, Computers.)

•Products that infringe on Turtles Egg’s or any third party’s intellectual property rights, and unauthorized use of copyrighted material, registered trademarks and or patents; examples include but are not limited to:

•Unauthorized use of Celebrity images

•Use of Stolen Images

•Sporting Trademark (Unauthorized use)

•Weapons; examples include but are not limited to

•Firearms

•Guns

•Ammunition

•Throwing stars

•Explosive weapons

•High-powered laser pointers

•All silencers, whether intended for firearms or other items

•Any item intended for use as a silencer or commonly misused as a silencer

•Any material component/parts that can be used to build a silencer or attach a silencer to a firearm

•Real firearm building kits

•Assault weapon conversion pieces

•* Drugs and Drug Paraphernalia; examples include but are not limited to:

•Tobacco and Nicotine Products

•Marijuana and Cannabis Products

•Cigars and Cigarettes

•E-cigarettes, Hookah Pens, and Vape Pens

•E-Juice, E-Liquid, Vape liquid, and other Variants

•Tobacco, Marijuana, Cannabis, and Hemp Seeds

•Poppers and Muscle Relaxants

•Mod Boxes and Vape Kits

•Recreational and/or Party Drugs

•Pill Press Machines

•Recalled and Defective Items

•Virtual / Digital Goods, Intangible Items or Services other than approved by Turtles Egg such as examples:

•Gift cards or access codes (Only Turtles Egg issued Gift Cards are allowed).

•Subscriptions to channels, websites, or other memberships unless pre authorized by Turtles Egg in writing.

•Virtual money for online games

•Purchased Social Media Followers

•Cryptocurrency delivered in digital or physical form

•Sexual Content examples include but not lmited to :

•Pornography

•Sexual Content Including or Relating to Minors

•Gratuitous Nudity

•Unnecessary Demonstration of Intimate Products

•Hateful Symbols & Messages

•False Advertising examples include:

•Watermarks, Logos, or Trademarks from other E-Commerce Sites

•Projected Shipping Times or Costs

•Unauthorized use of Turtles Egg-Owned Trademarks

•Unverified Price Information

•Unsubstantiated Warranties or Guarantees

•Logos, Seals, Insignias, Credentials, ID cards, Badges, Trade Dress, or Branding of Accredited Agencies or Organizations – for example:

•U.S. government agencies such as military branches, U.S. Coast Guard, and U.S. Customs and Border Protection

•Federal, state, and local law enforcement agencies

•Merchant Contact or Referral Information

•Privacy and Technology Violations; examples include but are not limited to:

•Products designed to intentionally block transmission or reception of signals

•Spy cameras or surveillance gadgets advertised for unlawful activities

•Any equipment or device used to change odometer readings

•Media streaming devices intended to access unauthorized content, including IPTV boxes described as “Fully Loaded”

Ambiguous Listing

Turtles egg does not permit the sale of mystery gifts or multiple unrelated products within a single listing. Listing titles, images, price points, and descriptions should all align and specify the product being sold. Listings found to be in violation of this policy are subject to monetary penalties and/or removal without notice.

Unlicensed Media

The illegal sale of unlicensed, copyrighted media is prohibited on Turtles Egg. Listings which promote or sell products such as unauthorized reproductions, copies, bootleg recordings, or other forms of media piracy are subject to removal and monetary penalties.

Merchants are responsible for providing proof of authorization to sell any of the following:

•Audio books or e-books

•Preloaded game consoles

•Recordings of concerts or live performances

•Movies and TV shows on DVD’s, Blu-Ray, or Laser Discs

•Music Albums, CD’s, or Records

•Video Games

•Computer Software

Misleading Listing

Listings that intentionally misuse listing elements to misrepresent products and mislead customers are prohibited. The title, description, price, size/color options, and images used to advertise a product should clearly and accurately reflect the product being sold. Listings and/or specific product variation found to be violating this policy are subject to removal and monetary penalties.

The following are considered as violations under this policy:

•Discrepancies in the title and/or main image

•Unreasonable price points

•The use of irrelevant or misleading images

•Package size advertised is unavailable for purchase

•Product variations that use nonsensical or misleading terms in the size/color options

•Product variations with unjustified size and/or price increments

•Listings and/or product variations advertising storage devices with false or impossible capacities

•The sale of storage devices with false or impossible capacities

•When valid customer feedback indicates the item received is not consistent with a listing

•If valid customer feedback indicates the expected item was not sent or a fake tracking number was used

•The product is not the focus of the main image

•Size misrepresentation in product main image

•The product variation or quantity offered is nonsensical to a reasonable customer, but merchants do not clearly and consistently disclose or indicate this in the entirety of the listing (across main image, product title, description, size options, and other areas of the product listing)

•Listings which misrepresent products or set false expectations for customers Violations of this policy may result in account suspension.

Medically Regulated Materials examples:

At this time, Turtles Egg does not permit the sale of products which require a prescription or a medical professional's supervision. Products classified by the FDA as medical devices that have not been approved by the FDA for over-the-counter use may not be sold on Turtles Egg.

Some products may be eligible for sale within certain shipping regions if the Merchant provides adequate safety certifications and proof of authorization. Listings found to be in violation of this policy are subject to monetary penalties and/or removal without notice.

Prohibited products include but are not limited to:

•Contacts

•Contact Lens Solution

•Human Growth Hormone

•Chloroform

•Penicillin

•Eyelash Growth Serum

•Prescription Strength Items

•Substances administered via injection

Violations of this policy may result in penalties, legal action and termination of account.

Hazardous Materials; examples include but are not limited to:

Turtles Egg does not permit the sale of hazardous materials which may prove dangerous to the consumer. Some products may be eligible for sale within certain shipping regions if the Merchant provides adequate safety certifications and proof of authorization.

•Butane

•Hoverboards

•Human By-Products

•Pesticides (Contact us for approval to sell any products that contain pesticides)

•Tire spikes

Materials for Consumption without Authorization;

The sale of foodstuffs, non-alcoholic beverages, vitamins and supplements is limited to pre-approved merchants within specific regions. Merchants may contact Turtles Egg’s merchant support team to learn more. Listings found to be in violation of this policy are subject to monetary penalties, legal action and/or removal without notice.

Products that require prior approval for sale on Turtles Egg include but are not limited to:

•Food

•Pet Food

•Beverages

•Vitamins & Supplements

•Safety Equipment; examples: o Child car seats

o Booster seats

o Seatbelts & Seatbelt extenders o Child-carrying backpacks

o Baby carriers o Baby slings

•

Note that Turtles Egg prohibits the sale of alcohol under all circumstances (whether or not sold by pre-approved merchants within specific regions).

Violations of this policy may result in penalties, legal action and termination of account.

Materials for Consumption prohibited under all circumstances:

•Alcohol

Blurred information: examples:

•Blurred or censored watermarks

•Blurred or censored tags

•Blurred or censored logos

•Blurred or censored faces

•Blurred or censored images

*Counterfeit and Restricted Currency; examples:

•Listings selling replica or reproduction of banknotes (for currently commercially exchangeable currency) that the general public might mistake for genuine banknotes

•Play/prop/replica coins

•Listings aimed at intentionally deceiving a collector

•Currently commercially exchangeable notes

•Any replica or reproduction of U.S. or other currency (i.e. bills or coins), including prop/play/parody money and collectibles

Price Gouging;

•All items listed for sale on Turtles Egg must be priced fairly.

Turtles Egg prohibits product listings that are priced significantly higher than reasonable market value. If Turtles Egg believes that a listing violates this policy, the listing shall be subject to removal without notice.

In order to determine whether prices are reasonable we may compare them with past prices and trends on the platform and on other platforms. Products that are relevant for the Coronavirus pandemic, including but not limited to those listed below, may receive special attention. Medical personal protective equipment (i.e. medical/surgical face masks, medical/surgical gloves, gowns, medical face shields and medical goggles), hand sanitizers, chemical disinfectant for surfaces, air purifiers and disinfecting wipes, as well as wireless internet routers, wi-fi extenders and webcams.

Violations of this policy may result in suspension.

Animal Products; examples:

Turtles Egg does not permit the sale of animal or animal products that do not comply with applicable laws and regulations.

For example, the sale of products containing or made from endangered species or their parts as specified by the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) would be in violation of this policy.

If Turtles Egg believes that a listing violates this policy, the listing shall be subject to removal without notice and/or other penalties.

Prohibited items include, but are not limited to:

•Live animals

•Any animal (live or deceased) that is a threatened or endangered species

•Products containing or made from endangered species or their parts Violations of this policy may result in penalties of up to $30 USD.

Regional Restrictions;

Turtles Egg does not permit the sale of products that do not comply with all applicable laws and regulations. Different countries or regions may have different laws, even with regard to the same product. Therefore, merchants are obligated to understand where certain items are not permitted or permitted only under special conditions. Merchants must not enable shipping to a country or region for an item if that item is not permitted in the relevant country or region.

If Turtles Egg believes that a listing violates this policy, the listing shall be subject to removal without notice and other penalties. Violations of this policy may result in penalties of up to $10 USD.

If a package is found to contain a product that does not comply with all applicable laws, including customs regulations for the origin country (i.e. location of export) or destination country (i.e. location of import), merchants may be penalized for the actual costs incurred by the carrier to destroy the product.

Plants and Plant Seeds :

The sale of plants or plant seeds is prohibited unless you are a pre-approved merchant within specific regions. Merchants may contact Turtles Egg’s seller support team to learn more.

Listings found to be in violation of this policy are subject to monetary penalties and/or removal without notice.

A product listing may not include different products of high variance

If a merchant includes different products of high variance in one listing, the product will be removed and the account risks suspension.

High variance products refer to the following:

•Products that are fundamentally different from each other

•Products that require completely different product description

•Products that cannot both be described by a single product title

•A customer would not expect to find the products together on the detail page

We reserve the right to remove products that violate this product variance policy.

Extreme price variance within one product listing is prohibited

If a product listing that does not adhere to the price variance policy will be removed and the account risks suspension.

We reserve the right to remove products that violate this pricing variance policy.

If you have this need for legitimate reasons, please contact your Account Manager or Merchant Support at [email protected]

Product listings that are detected to be misleading are not allowed.

If a product listing or a product variation is detected to be misleading, the merchant has the responsibility to immediately fix the issue, if there were orders placed in the last 30 calendar days from when the product or variation was detected as misleading. Merchant may also be responsible for 100% of any refund on an order placed on the detected misleading product or variation.

Merchants are allowed to dispute these penalties.

The penalty can only be disputed and approved within 90 calendar days from when the penalty was created. If the penalty dispute is not approved within the 90 calendar day period from when the penalty was created, the penalty will not be reversed.

Extreme price increases within one product listing are prohibited

Merchants may increase prices for products (product price and/or shipping price) by a reasonable amount. For a given product, this price restriction rule is inclusive of product price and shipping price. Please note that price increases for promoted products are not allowed. Merchant can contact Turtles Egg for approval under special conditions caused due to economic reasons. Turtles Egg is under no compulsion to approve and merchant has the right to remove listing.

Manipulated Reviews and Ratings Policy

Turtles Egg strictly prohibits any attempt to manipulate customer reviews and/or ratings, and expressly prohibits compensated reviews and/or ratings. Any reviews and/or ratings generated by the merchants directly or indirectly are also prohibited.

Product Reference Price Policy

Listings include a field for a comparison or reference price (“MSRP Field”). Merchants are not required to provide a value for the MSRP Field. If Merchants choose to provide a value for the MSRP Field (a “Reference Price”), each Reference Price must comply with this Policy. A Reference Price must be truthful and not misleading.

Price Gouging Policy

Manipulative pricing strategies are detrimental to the customer experience and are not permitted on Turtles Egg. Merchants found to be setting prices significantly higher than reasonable market value for certain products may be suspended.

Product Promotion

Last updated on March 25, 2021

Turtles Egg may promote a product at any time. If a product's pricing, inventory, or details are inaccurate the merchant risks exposing themselves to the following policies.

•Price including Shipping cannot be raised on promoted products

•Inventory cannot be lowered on promoted products, except within an acceptable range

•These inventory changes may be applied on a warehouse-by-warehouse level.

•Promoted products cannot be edited

Intellectual Property

Last updated on March 25, 2021

Turtles Egg has a strict policy against counterfeits and intellectual property infringement.

Turtles Egg Inc explicitly states that any lawsuits caused due to any merchant sellers selling unauthorized products and or services on TurtlesEgg.com will be fully liable for any and all legal actions that may occur.

Turtles Egg Inc. and associates will not be held liable, nor part of, nor held responsible for any such violations in any court of law for merchant sellers posting unauthorized products on TurtlesEgg.com

If Turtles Egg determines (in its sole discretion) that you are selling counterfeit goods, you agree that, without limiting any of Turtles Egg’s rights under this Agreement or at law, Turtles Egg may (in its sole discretion) suspend or terminate your selling privileges or cause payments to you to be withheld or forfeited.

•Selling counterfeit products is strictly prohibited

Selling products which mimic or allude to the intellectual property of others is prohibited. If a merchant lists counterfeit products, the products will be removed and their account faces penalties and possible suspension.

•Selling products which infringe on another entity's intellectual property is prohibited Product images and text may not infringe on the intellectual property of others. This includes, but is not limited to: copyright, trademarks, and patents. If a merchant lists products which infringe on the intellectual property of others, the products will be removed and their account faces penalties, legal action from the owner of the property and Turtles Egg and possible suspension.

•Proof of authorization to sell a product is the burden of the merchant

If a product is counterfeit or infringes on intellectual property, it is the burden of the merchant to provide proof they are authorized to sell the product.

•4 Providing inaccurate or misleading proof of authorization to sell is prohibited

If a merchant provides inaccurate or misleading proof of their authorization to sell a product, their account will be suspended.

•Penalties for counterfeit or intellectual property infringement

The Merchant seller is fully responsible for authentication for all items posted on TurtlesEgg.com. It is not the responsibility of Turtles Egg Inc and associates. If a product is found to violate Turtles Egg's policy, it will be removed and all payments will be withheld.

•Counterfeit penalties for approved products

It is the responsibility of the Merchant sellers to continuously review and monitor their posted products even though they are approved by Turtles Egg products for counterfeit and intellectual property infringement. During review, the product will be available for sale. If the

product is found to violate Turtles Egg's policy after the edit, the product will be removed and all payments will be withheld. The merchant account may receive possible penalties and/or suspension.

•Turtles Egg only allows new products to be sold on its platform. Any Merchant selling used merchandise can be penalized.

Fulfillment

Last updated on March 25, 2021

Fulfilling orders promptly and accurately is the number one priority of a merchant receiving sales.

•All orders must be fulfilled in 1 to 3 calendar days. If an order is not fulfilled in 7 calendar days after the order is released to the merchant, it will be auto-refunded and the associated product may be disabled.

•If a merchant's fulfillment rate is extremely low, their account will be suspended. Fulfillment rate is the number of orders fulfilled over the number of orders received.

•Orders must be shipped with Approved Delivery carriers that provide last mile tracking. Currently the following are approved delivery carriers

USPS FED EX UPS DHL

•Requirements:

oOrders must be confirmed fulfilled within designated amount of time.

oOrders must be shipped by one of our qualified carriers with a method that provides

last-mile tracking;

oOrders must be confirmed delivered by one of the qualified Confirmed Delivery shipping carriers within 30 calendar days of the order being available for fulfillment.

Merchants that do not meet these requirements are at risk of account suspension and refund with fees.

If an order is not confirmed fulfilled by the carrier within the following designated amount of time after the order is released, the merchant seller may be required to fully refund the order to customer and pay refund fees to TurtlesEgg.com.

•Orders that are fulfilled with fake tracking numbers will be penalized

If at any time a merchant provides a tracking number found to be fake, the merchant may be subject to penalties. The penalty amount issued for the value or the order and refund fees plus suspension of account.

•Deceptive Fulfillment Policy, Orders that are fulfilled deceptively are subject to decreased impressions for your store and a penalty of termination of account.

•Shipping from outside USA – Currently shipping from outside the USA is not allowed.

•Any order shipped from outside the USA must use a reputed carrier and must use approved last mile carriers as specified which are USPS, FED EX, UPS, DHL. All other shipping carriers will not be acceptable for orders shipped from outside and or within the USA. Merchant stores detected to violate these shipping policies will be subject to penalties, payment withholding and/or possible suspension in the future.

oAddendum: All order shipments must be fulfilled with confirmed delivery carrier. As such, merchants must also comply with the confirmed delivery timeline requirements outlined for these orders in Merchant policy.

•Order Cancellation Policy

If an order is found to have been cancelled or refunded prior to fulfillment, Merchant must provide valid reason.

Customer Support Policy

Last updated on March 25, 2021

Turtles Egg has a few simple policies to help our merchants succeed and customers have a trust experience.

•Provide all product pricing with free shipping.

•Provide 30 day free exchange and returns

•Ship orders within 1 to 2 days

•Ship using the fastest possible mode

•Provide tracking and courier details

•Reply to customers questions as quickly as possible (not later than 24 hours).

•Provide maximum information about your products and service

•Customers are the very reason for our existence, show them how important they are.

•Provide the lowest possible pricing

•Turtles Egg customers are entitled to timely, courteous and effective support

Where customers have the ability to contact Merchants directly or where Merchants have opted to provide their own customer support, it must comply with Turtles Egg polices.

Refund Policy

Last updated on March 25, 2021

All Merchants provide a standards no questions asked 30 days Return policy. Exceptions may be made for certain categories such as food and other on special consideration and requirement by law.

Payment & Refund Accounting:

Turtles Egg uses a third party payment processing service such as STRIPE Connect and may opt to pay Merchant immediately upon customer payment confirmation.

IMPORTANT NOTICE: Merchant understands and fully agrees that merchant will has given permission and authority through this agreement to Turtles Egg to hold or repatriate funds pre-paid for orders for the following reasons :

•Customer has paid and Turtles Egg has forwarded the payment to Merchant, but Merchant has failed to fulfill the order.

•Customer has paid and Turtles Egg has forwarded the payment to Merchant, but Merchant has cancelled the order.

•Customer has paid and Turtles Egg has forwarded the payment to Merchant, but Customer has not received the product or service within the stipulated time.

•Customer has paid and Turtles Egg has forwarded the payment to Merchant, but Customer has received a defective, damaged item or item not as expected or the product or service is no longer needed for any reason and has filed for a return and refund. It is the Merchants responsibility to refund the customer in full inclusive of return shipping charges.

•If Merchant refuses to refund and return the full payment received, Turtles Egg will withdraw, repatriate or hold funds from the Merchants account to pay the Customer back.

•Turtles Egg will support Merchants to the fullest extent provided they maintain a high level of customer satisfaction. Any dispute for any refund withdrawal or hold must be made within 15 days of the occurrence.

•Any Merchant that does not abide by this policy will be suspended. Any disputes will be settled as per Turtles Egg’s Terms and Condition of Use Policy.

•Orders may not be eligible for payment if a refund is issued before the order is confirmed fulfilled

•If an order is refunded before the order is confirmed fulfilled, the order is not eligible for payment. To be eligible for payment, the order must be confirmed fulfilled on Turtles Egg before the refund occurs.

Merchants are allowed to dispute these refunds.

If an order is refunded by the merchant, the merchant will not be paid for the order.

Refund Policy:

As a merchant seller on Turtles Egg you have agreed to provide “30 Days No Questions Asked Returns and Exchanges .”

If the customer chooses the return options, merchant agrees to refund the full amount received plus any refund fees.

The refund and fees are as follows…

•The cost of the product paid by customer in full

•Stripe credit card charges 2.9% +30 cents

•Tax API fees of .16 cents per refund transaction

NOTE: Turtles Egg will refund the full amount of the transaction to customer which includes cost of the product plus tax.

Refund Reasons / Causes:

•Merchant is responsible for 100% of any refund and fees on orders without valid or accurate tracking information if refund happens.

•If a refund occurs because an order is not confirmed delivered by 10 calendar days after the order is released to the merchant, the merchant is responsible for 100% of the cost of the refund and fees.

•Merchant is responsible for 100% of any refund and fees due to a size issue if a refund occurs due to a customer sizing or color issue

•If a merchant engages in fraudulent activity or circumvents revenue share, they are responsible for 100% of the cost of any refund on the fraudulent orders.

•If a refund occurs because the item arrived damaged, the merchant is responsible for 100% of the cost of the refund and fees.

•If a refund occurs because the item received does not match the product listing being sold, the merchant is responsible for 100% of the cost of the refund and fees.

•If a refund occurs while the merchant account is suspended, the merchant is responsible for 100% of the cost of the refund and fees.

•Merchant is responsible for 100% of any refund and fees for products that are marked as counterfeit. Selling counterfeit products is prohibited on Turtles Egg. Products that infringe on intellectual property are removed and merchants are responsible for 100% of the cost of refunds and fees for the products.

•Merchant is responsible for 100% of any refund and fees for items that are sent to the wrong address. If a refund occurs because the item was sent to the wrong address, the merchant is responsible for 100% of the cost of the refund and fees.

•If a refund occurs because the order shipped was incomplete, the merchant is responsible for 100% of the cost of the refund and fees. An incomplete order is an order where the merchant did not ship the correct quantity of items or did not ship all parts of an item.

•If delivery fails and the carrier returns the item to the sender, the merchant is responsible for 100% of the cost of the refund and fees.

•Returned to sender is a common policy used by post carriers to handle items that could not be delivered. If an item could not be delivered for any reason, the item would be sent back to the indicated return address.

The following are common reasons for items returned to sender:

•The address does not exist or is incorrect

•The item contains insufficient postage

•The addressee has moved without providing a forwarding address

•The item is refused by the addressee

•If an order’s tracking information marks the order as “delivered”, but the customer did not receive the order, the merchant is responsible for 100% of the cost of refunds and fees.

•Merchant is responsible for 100% of any refund and fees for orders shipped with unaccepted carriers

•Merchant is responsible for 100% of any refund and fees for products that are reported as dangerous or illegal.

Merchants have the right to prove their case and dispute the charges. They will be handles in fairness case by case.

Account Suspension

Last updated on March 25, 2021

The following occur to merchant seller accounts/ stores upon suspension:

•Account access is restricted

•The store's products are no longer for sale

•The store's payments are withheld 3 months

•For severe violations, the store's payments are withheld permanently

•The store is responsible for 100% of all refunds and fees.

Reasons an account could be suspended include but are not limited to the following:

•Asking customers for their personal information

•Asking customers to send money for product directly off the Turtles Egg marketplace

•Providing inappropriate customer service

•Being disingenuous to customers

•Asking customers to visit stores outside of Turtles Egg

•Selling fake or counterfeit or used goods

•Violating Turtles Egg merchant policies

•Related account is suspended If lined with a suspended account

•Using fake or unconfirmed tracking numbers

•Sending empty packages to customers

•Sending unacceptably high number of packages sent to the wrong address

•If a store has an extremely high refund rate, its account will be suspended

•If a store has an extremely high chargeback ratio, its account will be suspended

•Customer abuse is not tolerated. Abusive behavior and language towards Turtles Egg customers is strictly prohibited.

Turtles Egg takes the safety of Turtles Egg’s customers, employees, shareholders, consultants, sales staff, officers, offices, and/or properties very seriously.

Any form of harassment, threats, uninvited visits, refusal to leave Turtles Egg properties, or any such inappropriate or unlawful behavior towards Turtles Egg customers, employees, offices, or properties will be penalized. If a merchant is found to be engaged in these inappropriate behaviors, the

merchant’s account payments will be withheld permanently and the merchant will be penalized as per the incident to the fullest extent allowed by law.

Fees:

Fees depend on the plan you choose while signing up, there are various options. Each plan is different.

Turtles Egg will charge a subscription fee with paid plans plus percentage of sales as per the plan chosen. With the free subscription plan only a transaction fee is charged.

Should the merchant use additional services or product features related to the sales of items through or in connection with Turtles Egg’s services (e.g., Advertising, Product Promo, Fulfillment By Turtles Egg and or its partner, etc.), these services or product features may be subject to certain additional or different fees as communicated by Turtles Egg. In the event Turtles Egg introduces a new service or product feature related to the sales of items through or in connection with Turtles Egg’s services, the fees for that service or product feature will be effective upon the launch of the service or product feature.

Payments

Turtles Egg has partnered with Stripe Connect to received payments from customers and pay merchants for their products and services. Provided the merchant is in compliance with the Terms of Service and other Turtles Egg policies, and excluding any amounts due to refunds to customers, fees applied to merchant accounts, penalties issued against the merchant, discretionary advances or advances made through payment processors, or other charges or amounts that Turtles Egg is entitled to offset against the merchant (collectively, the “Charges”), the merchant shall be paid the amounts noted below.

Payment Amounts

Depending on the terms noted within the merchant’s Turtles Egg account or the terms of any other agreement the merchant may have with Turtles Egg, when an item sells.

Payments will be a net amount reflecting the merchant’s prices (listed product price inclusive of shipping price) less any sales tax deductions and Turtle Egg’s Commission and other charges if applicable.

Order Payment Eligibility

Your shipped orders will be eligible for payment as set out below or as otherwise communicated to you by Turtles Egg. Without limiting any other remedies, Turtles Egg may unilaterally decide to delay the remittance and withhold any amount payable to you until receiving the confirmation of delivery. Orders that cannot be confirmed as fulfilled either by your tracking data or through our internal systems may be ineligible for payment. Turtles Egg may choose to pay you in two different options at the choice of Turtles Egg and Merchants performance

Payment for your eligible orders immediate and or twice per month.

When using Stripe Connect Payment is done immediately, When not using Stripe payment will be done twice a month. An order is eligible for payment as soon as the tracking carrier confirms the order as delivered.

Merchant is 100% held responsible for holding the payments in escrow in Stripe connect account until the shipment has been received and accepted by the customer and or for 30 days after products are received by the customer to cover any possibility of returns.

The order payment eligibility can only be disputed and approved within 90 calendar days from when the order was released to the merchant. If the order tracking dispute is not approved within the90 calendar day period from when the order was released to the merchant, the order will not be eligible for payment.

An order is confirmed fulfilled when the package receives its first tracking scan from the carrier. An order is confirmed delivered when either the tracking carrier confirms delivery or the customer confirms delivery.

Account Payment Eligibility

An account is eligible to receive payments if the following required features are enabled:

•If the Merchant has signed up with our designated payment process gateway such as Stripe and or other.

•Must provide banking details when setting up Merchant account.

If an account does not have the required features enabled, payments will be withheld for the account. Once these required features are enabled, the account will receive payment promptly on sales.

FBTE (Fulfillment by Turtles Egg or via its partners) Order Payment Eligibility

FBTE orders will be eligible for payment within 48 hours from the date the order is marked “shipped”.

Disbursements

Turtles Egg generally will disburse payments to merchants for their eligible transactions twice per month or immediate via Stripe connect. This disbursal schedule may change, at Turtles Egg’s reasonable discretion, if (a) the merchant is not in compliance with the Terms of Service or these Fees and Payment policies, (b) the merchant changes its payment provider during a payment cycle, (c) the merchant is involved in a third-party claim, legal proceeding, or governmental inquiry related to the merchant’s use of the Services, (d) Turtles Egg reasonably suspects that the merchant account has security vulnerabilities, has been hacked, or otherwise has been compromised, or (e) Turtles Egg has communicated a different disbursal schedule to the merchant. Upon making a payment disbursal to the merchant, it may take 5 - 7 business days for the funds to arrive in merchant or your provider’s account.

Merchants' account balances available for disbursal are estimates based, in part, on certain information made available to Turtles Egg. Turtles Egg cannot guarantee that the disbursal amount made to the merchant will be identical to the amount visible to the merchant displayed as its account balance within its account, and Turtles Egg shall not be liable for any discrepancy between these two amounts.

Turtles Egg Trademarks

Subject to Turtles Egg’s express prior written consent, any trademark guidelines provided by Turtles Egg to you, and solely in connection with your use of the API, Turtles Egg hereby grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy and display Turtles Egg’s trademark or brand assets (the “Trademarks”). Notwithstanding the foregoing, you shall not: (a) use the Trademarks in any manner to communicate or suggest any sponsorship, affiliation or other connection between Turtles Egg and you other than in connection with your use of the Turtles Egg Platform; or (b) take any action to harm, adversely affect or diminish the goodwill associated with the Trademarks or other intellectual property rights of Turtles Egg, including without limitation, filing trademarks or copyrights or registering domain names that are comprised of or include any Trademarks, challenging Turtles Egg’s legal or other rights in and to any Trademarks or using any Trademarks in a manner that is disparaging or derogatory to Turtles Egg. Furthermore, Turtles Egg will have the right to perform quality assurance inspections of each such program and to withhold and/or suspend rights to use such Trademarks if the quality is not satisfactory to Turtles Egg in its sole discretion. Turtles Egg reserves all rights in and to the Content and all goodwill associated therewith. All uses of the Trademarks by you shall inure to the benefit of Turtles Egg, and you shall not acquire (directly or by implication) any right or license in the Trademarks except as expressly provided for in this Agreement.

Cyber Security Laws.

You further agree to cooperate with and provide reasonable assistance as requested by Turtles Egg in any action or other matter related to or resulting from the any and all countries Laws and Regulations.

In connection with your use of the Turtles Egg Platform and any other services offered by Turtles Egg, and subject to the Turtles Egg’s Terms, you understand and agree that Turtles Egg may disclose certain information about you to suppliers, consumers or other third-parties, including your:

•Name

•Email Address

•Payment Method or Financial Account Information

•Shipping Address

•Phone Number

•Social network account credentials

•Sales information

•Turtles Egg identifications or usernames

Warranty disclaimer

Turtles Egg provides an opportunity for merchants to promote and sell their products, it does not promise not give any guarantees or warranty of any specific sales volume of any kind, and hereby disclaims all express or implied promises, guarantees and warranties, including without limitation of merchantability and performance.

As a marketplace facilitator, Turtles Egg is required to collect state sales tax on sales in the states made by or on behalf of sellers on the Turtles Egg marketplace. Sales made on the Turtles Egg marketplace will have state sales tax applied to the cost of the purchase and is collected during the check-out process, generally as a separate line item. Note that the rates applied may vary based on local tax rates. Turtles Egg will be responsible for all obligations and required to maintain transaction records. You may want to speak with a tax professional to understand your obligations, if any.

All other policies or guidelines published or made available by Turtles Egg in connection with the Services.

As a legal person, you represent, warrant, promise and guarantee that during the period of registration and agreement: (a) you are legally established in accordance with applicable law, validly existing and in good operation; (b) you have all the necessary legal qualifications, rights, capabilities and authorities to sign this agreement, fulfill duties accordingly and grant rights, licensing and authority required by this agreement, and have the permissions, approvals and licenses required by your business and the sale of the items in the relevant countries; (c) you and your affiliates will comply with all laws to fulfill your rights and duties in this agreement; (d) when offering any items for sale through the Services, you are in full compliance with all legislation, statutes, regulations and other enactments having the force of law and all industry codes, policies or guidelines and any applicable direction, statement of practice, policy, rule or order given by a regulator which apply from time to time in the country from which or to which the items are sold and/or offered (“Applicable Laws and Regulations”); (e) you shall maintain such records as are necessary pursuant to such Applicable Laws and Regulations and shall promptly on request make them available for inspection by any relevant authority that is entitled to inspect them; (f) you shall monitor any changes in the Applicable Laws and Regulations which may impact the sale of the items through the Services; (g) you shall directly notify Turtles Egg by email and in writing of any investigation and potential claim that are instigated by any regulator in relation to the items offered through the Services; (h) you shall promptly remove any and all offerings of items from the Services whenever these infringe the Applicable Laws and Regulations, become otherwise prohibited in the relevant countries, and/or when these are included in (an updated version of) the Merchant Polices and (i) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

Additionally, should you register an account, make purchases or otherwise use our Services in a capacity other than as a merchant, seller or distributor (e.g., as a purchasing consumer and/or retail customer), you agree to be bound by Turtles Egg’s Terms of Use and those Terms of Use shall govern such conduct.

We may modify any of the terms and conditions contained in this Agreement (or in any policy or guideline published by Turtles Egg) at any time and in our sole discretion. Any modifications will be effective upon the posting of a new set of terms on or within our Services (which we may do with or without notice to you). In some cases, we may notify you before or after such a change, including without limitation on any of our websites or in any merchant policy or other document, or by sending you an e-mail or other notification of such modifications. You are responsible for reviewing these locations and informing yourself of all applicable modifications, changes or notices.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DISCONTINUE YOUR USE OF THE SERVICES. YOUR CONTINUED USE OF THE SERVICES FOLLOWING OUR POSTING OF A MODIFICATION (REGARDLESS OF WHETHER WE NOTIFY YOU OF SUCH MODIFICATION IN ADVANCE), WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION.

If you have your place of establishment or residence in the European Union and offer goods or services to consumers located in the European Union (“EU-Merchant”), the following terms apply instead:

We will notify you of any proposed changes of our Terms on a durable medium, e.g., via our Merchant platform or email (“Notice”).

We will not impose any retroactive changes to terms and conditions, except when they are required to respect a legal or regulatory obligation or when the retroactive changes are beneficial for you.

The proposed changes shall not be implemented before the expiry of a notice period of a minimum of fifteen (15) days from the date on which we notify you about the proposed changes (“Notice Period”). You have the right to terminate this Agreement before the expiry of the notice period. Such termination shall take effect within fifteen (15) days from the receipt of the Notice, unless a shorter period applies to this Agreement.

You may, either by means of a written statement or a clear affirmative action, waive the Notice Period at any moment from the receipt of the Notice. During the Notice Period, submitting new goods or services in connection with the Turtles Egg Service shall be considered clear affirmative action to waive the Notice Period, except in cases where the reasonable and proportionate Notice Period is longer than fifteen (15) days because the changes to the Terms require you to make significant technical adjustments to your goods or services. In such cases, the Notice Period shall not be considered automatically to be waived where you submit new goods and services.

Password & Account Security:

Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Turtles Egg of any unauthorized use of your password or any breach of security of your account. You also agree that Turtles Egg cannot and will not be liable for any loss or damage arising from your failure to keep your password secure or any breach of security of your account. You agree not to provide your username and password information in combination to any other party other than Turtles Egg without Turtles Egg's express written permission.

Account Information:

You must keep your account information up-to-date and accurate at all times, including a valid name, address, phone number and email address. To sell items on Turtles Egg you must provide and maintain valid payment information such as a valid Bank account, Stripe account and or PayPal account. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of your credit card, and to charge your credit card or debit your bank account for any sums payable by you to us (in reimbursement, subscription plans or otherwise). You also agree to provide Turtles Egg any additional information or authorizations as may be necessary for Turtles Egg to provide the Services under this Agreement. All payments to you will be remitted to your bank account through a banking network or by other means specified by us. Depending on the payment method you choose, you may be required to provide a

valid United States tax identification number via Form W-9 or proof of residency outside the United States via Form W-8BEN/W-8BEN-E.

Account Transfer:

You may not transfer or sell your Turtles Egg merchant account and username to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to these Terms.

Right to Refuse Service:

Turtles Egg reserves the right, in Turtles Egg's sole discretion, to cancel unconfirmed or inactive accounts and/or to refuse to offer the Services to you, for any (or no) reason and at any time.

If you are an EU-Merchant, regarding the Right to Refuse Service, the following terms apply instead:

Turtles Egg reserves the right, in Turtles Egg’s sole discretion, to cancel accounts and/or to refuse to offer the Services to you for the following reasons: (i) your account remains unconfirmed; (ii) your account remains inactive for a period of one-hundred-eighty (180) days; (iii) we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to substantially violate our policies or this Agreement; (iv) we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to Turtles Egg, its users or other third parties; or (v) we determine, suspect, or are informed that you are selling goods or engaging in acts in violation of the prohibited activities defined below under Section 5 of this Agreement (including, without limitation, selling goods that are counterfeit, illegal, or violate third-party rights).

Closing Your Account:

You have the right to close your account. If you choose to close your account, please contact [email protected] You will then receive a confirmation once your account has been closed. If Turtles Egg is unable to close your account at this time, you also will receive an email detailing why your account cannot be closed and any additional steps or information that may be required from you before closing your account.

Appointment of Turtles Egg Inc. , www.Turtlesegg.com as Limited Payment Collection Agent

Merchants that receive payment from Turtles Egg as a result of listing items through or in connection with the Turtles Egg Services hereby appoint Turtles Egg as the merchants’ payment collection agent solely for the limited purpose of accepting funds from Turtles Egg users who purchase items through the Turtles Egg Services.

As such, you agree that any funds, resulting from a Turtles Egg user’s purchase of items through the Turtles Egg Services and received by Turtles Egg from a Turtles Egg’s user, shall be considered the same as a payment made directly to you by a Turtles Egg user. You further agree that you will provide the purchased items to the Turtles Egg user in the agreed-upon manner as if you have received the payment directly from the Turtles Egg user. You agree that Turtles Egg may refund the Turtles Egg user in accordance with the Turtles Egg Return Policy. You understand that Turtles Egg’s obligation to pay you is subject to and conditioned upon successful receipt of the associated funds from Turtles Egg users who purchase items through the Turtles Egg Services. Turtles Egg guarantees payments to you

only for such amounts that have been successfully received by Turtles Egg from Turtles Egg users in accordance with this Agreement and the Turtles Egg’s Terms of Use. In accepting appointment as your limited payment collection agent, Turtles Egg assumes no liability for any of your acts or omissions (including, without limitation, any violation by you of this Agreement).

You agree that any obligation of a Turtles Egg user to pay you for the purchase of items through the Turtles Egg Services is extinguished upon the Turtles Egg user’s payment of the funds to Turtles Egg, upon which Turtles Egg then is responsible for remitting the funds to you in the manner described in this Agreement, the Payment Policy, or as otherwise communicated by Turtles Egg to you. Your funds are not eligible for payment to you unless and until all terms in this Agreement and Turtles Egg’s Terms of Use are satisfied. In the event that Turtles Egg does not remit any such payment or funds to you, you will have recourse only against Turtles Egg and not the Turtles Egg user directly.

Binding Sale:

All sales are binding. You are obligated to ship the applicable order in a prompt manner after a sale is made over the Services or you otherwise complete the transaction with the applicable buyer. The cost arising from not completing orders in time shall be undertaken by you.

Third-Party Service Providers: To the extent you use any third party to assist or facilitate any portion of your use of the Services, including without limitation your listings, sales, fulfillment, system notifications or changes, customer support or other functions, you agree that you shall be responsible for and Turtles Egg shall not be liable for any acts, conduct, errors, omissions, losses, claims or other issues resulting from your use of such third party’s services.

Prohibited, Questionable and Infringing Items and Activities

You are solely responsible for your conduct and activities on or relating to the Services and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, products, items, listings, and links that you submit, post or display on the Services (collectively, “Content”).

Your Content, use of (or activity on) the Services, and products sold over the Services shall not:

•Be false, inaccurate or misleading;

•Be obscene or contain unwarranted pornography, nudity, or adult material;

•Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

•Contain images that are not part of a product listing;

•Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; such prohibited behavior includes (without limitation): 1) selling or displaying items portraying the likeness of a celebrity (including portraits, pictures, names, signatures and autographs); 2) selling or displaying items bearing a third-party brand or trademark that you are not authorized to display in such manner or 3) selling any pirated video or recording;

•List any item on Turtles Egg (or consummate any transaction), link directly or indirectly to, reference or contain descriptions of goods or services that (i) are prohibited under these Terms, Turtles Egg’s Terms of Use , The Merchant Policies, or are prohibited in any other

policy documents as posted by Turtles Egg; (ii) are prohibited in any of the countries in which the items are offered for sale; or (iii) could cause Turtles Egg to violate any applicable law, statute, ordinance or regulation, or that violates this Terms or any document incorporated therein;

•Violate these Terms, the policies referenced herein, the policies of app stores where Turtles Egg’s apps are available (including Google Play and the Apple App Store) or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

•Involve the sale of items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) or any other regulator that has jurisdiction in the countries in which the items are offered as hazardous to consumers and therefore subject to a recall;

•Be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Turtles Egg staff or other merchants), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;

•Decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services;

•“Crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services through any means;

•Violate the security of any computer network, or crack any passwords or security encryption codes;

•Modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with Turtles Egg;

•Post fraudulent, inaccurate or misleading reviews of merchants or items (and instead shall always disclose all information a reasonable shopper would want to know about your review, including whether you were provided any compensation or other benefit to write your review);

•Solicit business for, direct sales to, or promote any website, service, or entity outside of the Services; or

•Violate any export, import or trade control laws, regulations or orders applicable to the export, re-export, transfer, import, sale or use of Products sold under this Agreement (collectively, “Trade Control Laws”). Without limiting the foregoing, you shall not sell, transfer, export or re- export to, or otherwise provide Products under this Agreement, directly or indirectly, (i) to any country (or national or government thereof), state, territory, or region, that is subject to sanctions measures issued or adopted from time to time by U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) or any other applicable sanctions, including the sanctions laws of any other country with jurisdiction over Merchant (collectively, “Sanctions”); (ii) to any person to whom delivery is prohibited under Trade Control Laws or Sanctions, including, without limitation, to any person or entity identified on (A) the Denied Persons List as maintained by the U.S. Department of Commerce Bureau of Industry and Security or (B) the list of Specially Designated Nationals and Blocked Persons as maintained by OFAC, or (iii) for any end-use prohibited under Trade Control Laws or Sanctions, including, without limitation, for any missile, chemical weapons or nuclear end uses).

If Turtles Egg determines in its sole discretion, suspects, or is informed that you are selling goods or engaging in acts in violation of the foregoing prohibited activities (including, without limitation, selling goods that are counterfeit, illegal, or violate third-party rights) then, without limiting any of Turtles Egg’s rights under these Terms or at law, Turtles Egg may in its sole discretion suspend, freeze, terminate or restrict your selling privileges, issue penalties against you, cause payments to you to be withheld or forfeit or take any other actions as Turtles Egg may deem to be appropriate or as may be required by law.

Content

License: You hereby grant Turtles Egg a royalty-free, non-exclusive, worldwide, perpetual, sublicensable (through multiple tiers), irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, excerpt, analyze, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner your Content in any medium or in any format and for any purpose, including, without limitation, for the advertising, marketing, or promotion of Turtles Egg or the Services. For the sake of clarity, nothing in the Terms will prevent or impair our right to use your Content without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

Reposting Content: By posting Content on Turtles Egg, it is possible for an outside website or a third party to repost that Content. You agree to indemnify, defend and hold Turtles Egg harmless for any dispute relating to this use.

Business Data, Personal Data: Turtles Egg collects and generates a variety of data in order to provide, market, and improve the Services.

Business Data: Turtles Egg collects, generates, and stores a variety of data that is not personal data

(“Business Data”). Business Data can include information about: merchants and their stores; merchant accounts; merchant activity, including fulfillment data (e.g., tracking data on packages), compliance with Turtles Egg policies or participation in Turtles Egg programs such as Turtle Boost Advertising or those related to fulfillment, and Content; user interest in products described by listings, including purchases, as well as user satisfaction with products and the purchase experience (e.g., customer reviews and refunds); and Merchant services providers such as enterprise resource planning providers (“ERPs”) or payment services providers (“PSPs”).

Turtles Egg can access most Business Data and may permit its service providers to access certain Business Data to help provide the Services. Turtles Egg may share Business Data (including allowing access through technical means such as APIs) as instructed by a merchant, such as with merchant PSPs or ERPs. Merchants can access detailed information regarding their accounts, stores and activity by logging into their Turtles Egg accounts or their accounts with applicable service providers such as a carrier or PSP. Merchants can access data regarding the stores or listings of other Merchants by registering a user account and navigating to stores and listings of interest.

Personal Data:

Turtles Egg collects, generates, and stores a variety of personal data from individuals, including merchants and users. The Turtles Egg Privacy Policy describes in detail the personal data collected, the

ARBITRATION:

PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE MOST DISPUTES WITH TURTLES EGG AND MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

YOU AND TURTLES EGG AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF TURTLES EGG, TO ANY PRODUCTS OR SERVICES SOLD OR DISTRIBUTED BY OR THROUGH TURTLES EGG, TO THESE TERMS, OR TO THE CONTENT, AND/OR USER SUBMISSION (PUBLIC, PERSONAL AND/OR LIMITED AUDIENCE) ON TURTLES EGG SHALL BE RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION, subject to the exceptions below.

You and Turtles Egg agree that these Terms affect interstate commerce and the Federal Arbitration Act, 9 U.S.C. § 1, and federal arbitration law apply to this agreement and govern all questions as to whether a dispute is subject to arbitration.

“Disputes” shall include, but are not limited to, any claims or controversies between you and Turtles Egg against each other related in any way to or arising out of in any way from the Service, the Content, Submissions (Public, Personal, and/or Limited Audience), including but not limited to sales, returns, refunds, cancellations, defects, policies, privacy, advertising, or any communications between you and Turtles Egg, even if the claim arises after you or Turtles Egg has terminated the Services or a user account. Disputes also include, but are not limited to, claims that: (a) you bring against our employees, agents, affiliates, or other representatives; or (b) that Turtles Egg brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and Turtles Egg, whether based in contract, tort, statute, fraud, warranty, misrepresentation, advertising claims, or any other legal theory; (ii) claims that arose before these Terms or out of a prior set of Terms with Turtles Egg; (iii) claims that are subject to on-going litigation where you are not a party or a class member; and/or (iv) claims that arise after the termination of these Terms.

Initial Dispute Resolution

Most disputes can be resolved without resorting to arbitration. In the event of a dispute, you and Turtles Egg each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information;

(b)a statement of the specific relief sought; and (c) the contact information of the party giving it. A Notice of Dispute must be sent to: Turtles Egg, Legal Department, 4280 Mourning Dove Drive, Naples, FL 34119 and or emails to [email protected] . Turtles Egg will provide a Notice of Dispute to you via the email address associated with your Turtles Egg User ID, Merchant ID, or other information provided to Turtles Egg by you.

You and Turtles Egg agree to use their best efforts to resolve the Dispute through consultation with one another, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or Turtles Egg may commence an arbitration proceeding.

Notwithstanding the foregoing, disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Services shall not be subject to

arbitration, and the notice and good faith negotiation required by this paragraph shall not apply to these types of disputes.

Binding Arbitration Process and Procedure

Except as provided herein, if we cannot resolve a dispute informally: (1) if you reside in the United States, any dispute will be resolved only by binding arbitration to be held in Collier County, FL or any other location agreed upon between you and Turtles Egg in writing; and (2) if you reside outside the United States, you understand and agree that arbitration shall be initiated in Collier County, Florida. Turtles Egg and you further agree to submit to the personal jurisdiction of any state or federal court in Naples, Florida to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties agree to cooperate regarding the enforcement of any arbitration judgment rendered in accordance with this Agreement, including in connection with the enforcement of such judgment in any country outside the United States as applicable.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Legal Department, Turtles Egg Inc., 4280 Mourning Dove Drive, Naples, FL 34119. The arbitration will be conducted by a single arbitrator. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS' or similar most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-s... ; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available

at http://www.jamsadr.com/rules-c... . JAMS's rules are also available

at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If there is a conflict between the JAMS Rules (or the rules of the alternative arbitral forum selected by the parties) and the rules set forth in this Agreement, the rules set forth in this Agreement will govern.

ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL.

You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Turtles Egg will pay the additional cost. Turtles Egg shall also bear the cost of any arbitration fees, unless the arbitrator finds your claims, defenses, or other fee-generating activity to be asserted or conducted for an improper purpose or frivolous. You are responsible for all other additional costs that you may incur in the arbitration including, without limitation, attorney’s fees and expert witness costs unless Turtles Egg is specifically required to pay such fees under applicable law.

If Turtles Egg’s or your claim is solely for monetary relief of $10,000 or less and does not include a request for any type of equitable remedy, the party bringing the claim may choose whether the arbitration of the claim will be conducted through a telephonic hearing, or by an in-person hearing under the JAMS Rules, solely based on documents submitted to the arbitrator.

You or Turtles Egg may choose to pursue a claim in small claims court with jurisdiction and venue over you if Turtles Egg otherwise qualifies for such small claims court and the claim does not include a request for any type of equitable relief. However, if you decide to pursue a claim in small claims court,

you agree to still provide Turtles Egg with advance notice by email to [email protected] and by U.S. Mail.

These Terms and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against Turtles Egg on your behalf.

Authority of Arbitrator

The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Turtles Egg. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial

YOU AND TURTLES EGG HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT LOCATED IN COLLIER COUNTY, FLORIDA, USA AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Merchant and Turtles Egg are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: Legal Department, Turtles Egg Inc. by email to [email protected] within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Turtles Egg User ID (if any), Turtles Egg Merchant ID, the email address you used to set up your Turtles Egg account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

Parents, Subsidiaries, Affiliates

This Arbitration Agreement will also apply to any claims asserted by you against any present or future parent, subsidiary, or Affiliate of Turtles Egg, or any employee, officer, director, or investor of Turtles

Egg, and to any claims asserted by any of them against you, to the extent that any such claims arise out of or relate to these Terms (such as with respect to their validity or enforceability), the Services, any person’s access to and/or use of the Services, and/or the provision of content, products, services, and/or technology on or through the Services.

Changes to This Section

Turtles Egg will provide thirty (30) days' notice of any changes to this section by posting on the Turtles Egg Services, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Turtles Egg website or sent to you.

Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the sections entitled “Arbitration” and “Class Waiver” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver sections in existence after you began using the Services.

Severability

Subject to the section entitled “Waiver of Class or Consolidated Actions,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Arbitration Agreement

This Arbitration Agreement will survive the termination or expiration of these Terms or your relationship with Turtles Egg.

WAIVER OF CLASS OR CONSOLIDATED ACTIONS:

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

Turtles Egg and you agree that any dispute will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. Turtles Egg and you further agree to not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising out of or relating to any dispute with a third party.

The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other Turtles Egg users, and cannot be used to decide other disputes with other users.

If any court or arbitrator determines that the class/consolidated/representative action waiver set forth in this section is void or unenforceable for any reason or that arbitration can proceed on a class, consolidated, or representative basis, then the disputes, claims, or controversies will not be subject to arbitration and must be litigated in federal court located in Naples, Florida, or in another forum as agreed upon between you and Turtles Egg in writing.

If any clause within this Waiver of Class or Consolidated Actions Section is found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect.

This Waiver of Class or Consolidated Actions Section will also apply to any claims asserted by you against any present or future parent, subsidiary or Affiliate of Turtles Egg, or any employee, officer, director, or investor of Turtles Egg, and to any claims asserted by any of them against you, to the extent that any such claims is a dispute.

This Waiver of Class or Consolidated Actions Section shall survive any termination of your account or the Services.

Turtles Egg may try to help you resolve disputes with third parties. Turtles Egg does so in Turtles Egg's sole discretion, and Turtles Egg has no obligation to resolve disputes between you and other users or between you and outside parties.

In the event that you have a dispute with one or more other users or other outside parties, you release Turtles Egg, its officers, shareholders, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

Release

IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY DO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF YOUR RESIDENCE.

If Turtles Egg has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Sites.

If you are an EU-Merchant, the following terms also apply:

Internal Complaint-handling System: We have an internal system for handling your complaints free of charge, which you may use by following the Initial Dispute Resolution procedure outlined above (including by contacting [email protected] for the following issues: (i) alleged non-compliance by us with any obligations laid down in the EU-Regulation 2019/1150 of 20 June 2019 on promoting fairness and transparency for business users of online intermediation services (“P2B-Regulation”) that you allege affects you; (ii) technological issues that relate directly to the provision of online intermediation services that you allege affect you; and (iii) measures taken by, or behavior of, Turtles Egg that relate directly to the provision online intermediation services that you allege affect you. We will handle your Notices of Dispute within a reasonable time frame and via the medium chosen by you when contacting us.

Mediation: In order to reach an out-of-court settlement of any disputes between you and Turtles Egg, including disputes that could not be resolved by the means of the Initial Dispute Resolution procedure outline above, Turtles Egg will cooperate with you in the selection of two European Union mediators reasonably agreeable to you and Turtles Egg. Any attempt to reach an agreement through mediation on the settlement of a dispute in accordance with these provisions shall not affect our right or your

right to initiate judicial proceedings at any time before, during or after the mediation process. If requested by you, before entering into or during mediation, we shall make available to you information on the functioning and effectiveness of mediation related to our activities.

Turtles Egg's Intellectual Property

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, user submissions, and so forth are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in such content you access through the Services, and you won’t use, copy, reproduce, modify, create derivative works from, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content or (ii) in a way that violates someone else’s (including Turtles Egg’s) rights.

Access and Interference

Much of the information on Turtles Egg is updated on a real-time basis and is proprietary or is licensed to Turtles Egg by Turtles Egg's merchants or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access Turtles Egg for any purpose whatsoever, except to the extent expressly permitted by and in compliance with these Terms and Turtles Egg’s API Terms of Service, without Turtles Egg's prior express written permission. Additionally, you agree that you will not:

•Take any action that imposes, or may impose, in Turtles Egg's sole discretion, an unreasonable or disproportionately large load on Turtles Egg's infrastructure; or

•Interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services.

Breach

Without limiting any other remedies, Turtles Egg may, without notice, and without refunding any fees, delay or immediately remove Content, warn Turtles Egg's community of your actions, issue a warning to you, restrict your selling privileges, prohibit your access to the Services, temporarily or indefinitely suspend or freeze your account privileges, terminate your account, issue penalties against you, cause payments to you to be withheld or forfeit, take any other actions as may be required by law, and/or take technical and legal steps to keep you off the Services if: you breach these Terms (including, without limitation, any terms or policies incorporated herein); Turtles Egg is unable to verify or authenticate any of your personal information or Content; Turtles Egg believes that you are acting inconsistently with the letter or spirit of Turtles Egg's policies, have engaged in improper or fraudulent activity in connection with Turtles Egg, or your actions may cause legal liability or financial loss to Turtles Egg or other merchants using the Services; your account remains unconfirmed; your account remains inactive for a period of one-hundred-eight (180) days; Turtles Egg determines that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to substantially violate our policies or this Agreement; Turtles Egg determines that the performance of your obligations under

this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to Turtles Egg, its users or other third parties; or Turtles Egg determines, suspect, or is informed that you are selling goods or engaging in acts in violation of the prohibited activities defined below under Section 5 of this Agreement (including, without limitation, selling goods that are counterfeit, illegal, or violate third-party rights).

Indemnity

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU RELEASE US AND AGREE TO INDEMNIFY, DEFEND AND HOLD TURTLES EGG, ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR IN ANY WAY RELATED (A) YOUR ACTUAL OR ALLEGED BREACH OF ANY OBLIGATIONS IN THIS AGREEMENT; (B) YOUR PRODUCTS, SERVICES OR CONTENT, INCLUDING, WITHOUT LIMITATION, ANY ACTUAL OR ALLEGED INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS, VIOLATION OF ANY PRIVACY RIGHT OR THIRD-PARTY AGREEMENT, VIOLATION OF ANY APPLICABLE LAWS, RULES, OR REGULATIONS, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE RELATED THERETO; (C) YOUR USE OF THE SERVICES (INCLUDING ANY ACTIONS TAKEN BY A THIRD PARTY USING YOUR ACCOUNT); AND (D) YOUR TAXES (AS DEFINED BELOW). YOU WILL USE COUNSEL REASONABLY SATISFACTORY TO US TO DEFEND EACH INDEMNIFIED CLAIM. IF AT ANY TIME WE REASONABLY DETERMINE THAT ANY INDEMNIFIED CLAIM MIGHT ADVERSELY AFFECT US, WE MAY TAKE CONTROL OF THE DEFENSE AT OUR EXPENSE. YOU MAY NOT CONSENT TO THE ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT OF A CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with your use of the Services, any advertisement, offer or sale of products, services or Content by you on or through or in connection with the Services. This defined term also means any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by Turtles Egg or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of products, services or Content and other materials owned by you and stored by Turtles Egg, shipping, or other actions by Turtles Egg. “Your Taxes,” however, does not include any taxes collected and remitted by Turtles Egg as disclosed in the Tax Policy.

Insurance

If requested by Turtles Egg, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term general commercial, umbrella or excess liability insurance with the limits per occurrence and in aggregate requested by us covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Turtles Egg and its Affiliates and assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage.

Taxes; Legal Compliance

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that Turtles Egg chooses or is required to calculate, collect, and

remit sales and use taxes according to applicable law for all of United States when Turtles Egg has Economic or Physical Nexus.

Notwithstanding or limiting in any way the foregoing, you shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of any Service and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Turtles Egg may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

Customs Duty and Indirect Taxes

In an effort to remain compliant with respective consumer legislations, we strongly encourage you to maintain good standing with respect to customs and indirect taxes, where applicable.

Due to separate and applicable tax jurisdictions, purchases may be subject to specific sales, customs duty, goods and services taxes (GST) or value-added taxes (VAT), and the shipping time and associated cost may increase.

In an effort to maintain compliance with U.S. or international tax law, Turtles Egg may require you to provide a valid indirect tax registration number to sell on our marketplace, and you may be required to remit indirect taxes as the result of conducting business. As a result, we strongly encourage you to consult your own tax experts and register for indirect taxes based on your acts and circumstances.

You agree that you are responsible for all indirect tax collection and payment among all parties of this agreement, unless Turtles Egg chooses to collect and remit tax as disclosed in its Tax Policy.

Severability

If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of these Terms shall remain in full force and effect.

Survival

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any confidentiality obligations, any terms regarding Turtles Egg’s ownership or intellectual property rights or any terms regarding disputes between us. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.

Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes

administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

Confidentiality

During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain Turtles Egg's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other person or entity; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

Use of Turtles Egg’s Transaction Information

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Turtles Egg’s Transaction Information (defined below), except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information; (b) use any Turtles Egg Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a person or entity that has ordered your product, service or Content with the intent to collect any amounts in connection therewith or to influence that person or entity to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Turtles Egg user. In addition, you may only use tools and methods that we designate to communicate with Turtles Egg users regarding transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of products, services or Content. “Turtles Egg Transaction Information” means, collectively, order information and any other data or information acquired by you or your Affiliates from Turtles Egg, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.

Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

Relationship of Parties

You and Turtles Egg are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on Turtles Egg’s behalf. This Agreement will not create an exclusive relationship between you and Turtles Egg.

Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Turtles Egg, you, and customers. As between you and Turtles Egg, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

Electronic Communications

You agree to receive communications from Turtles Egg electronically, such as emails, texts, mobile push notices, or notices and message on the Services, and to retain copies of these communications for your records. You agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that Turtles Egg provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.”

Assignment

You agree that Turtles Egg may assign all of its rights and duties under this Agreement to an Affiliate of Turtles Egg, and in such event, Turtles Egg will notify you of such assignment by email or other written notification. You may not assign any of your rights and duties under this Agreement to any other party without the prior express written consent of Turtles Egg.

Choice of Law

These Terms are governed by and will be construed under the laws of Collier County, State of Florida without regard to the conflicts of law’s provisions thereof.

Suggestions and Other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us (collectively, “Submissions”), Turtles Egg will consider such Submissions to be non-confidential and non-proprietary. Turtles Egg shall have no obligations concerning the Submissions, and Turtles Egg will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing Submissions in any manner, without any restriction or compensation to you. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

Miscellaneous

This Agreement, along with the Turtles Egg Terms, represents the complete agreement concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them. In the event of any conflict between the Turtles Egg Terms and this

Agreement relating to the use of the API, this Agreement shall control. Except as otherwise set forth in the Turtles Egg Terms, this Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Turtles Egg to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Turtles Egg’s rights with respect to such breach or any subsequent breaches. Turtles Egg may revoke your license to the API at any time and for any (or no) reason by communicating this revocation to you. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever without Turtles Egg’s consent and any action or conduct in violation of the foregoing shall be void and without effect. Turtles Egg expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under Florida law as such law applies to agreements between Florida residents entered into and to be performed within Florida. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Collier County, Florida, using the English language in accordance with the JAMS and or alternate Streamlined Arbitration Rules & Procedures, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS or alternate arbitrators based in Collier County, Florida. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. Use of the API is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.