TurtlesEgg Seller Terms of Service and Marketplace Agreement
IMPORTANT: THESE SELLER TERMS CONTAIN A BINDING ARBITRATION AGREEMENT, CLASS AND REPRESENTATIVE ACTION WAIVER, AND JURY TRIAL WAIVER. PLEASE REVIEW SECTION 52 CAREFULLY.
These TurtlesEgg Seller Terms of Service and Marketplace Agreement (“Seller Terms” or “Agreement”) are a binding commercial agreement between Turtles Egg Inc., a Florida corporation (“TurtlesEgg,” “we,” “us,” or “our”), and each merchant, seller, vendor, service provider, or other business that creates, maintains, reactivates, or uses a TurtlesEgg Seller account (“Seller,” “you,” or “your”).
These Seller Terms govern your entire Seller relationship with TurtlesEgg, including listings, Products, Services, Bookings, Customer payments, Seller settlement, reserves, refunds, chargebacks, payout, taxes, account security, integrations, content, suspension, termination, dispute resolution, and related Marketplace activity.
By creating a new Seller account, subscribing to a Seller plan, completing or continuing any Seller re-onboarding or compliance process, affirmatively accepting these Seller Terms, listing a Product or Service, accepting an order or Booking, receiving or becoming eligible for Seller settlement, or otherwise continuing to use TurtlesEgg as a Seller after being presented with the then-current Seller Terms, you acknowledge that you have reviewed and agree to be bound by this Agreement.
UPDATES TO THIS AGREEMENT: TurtlesEgg may update, modify, supplement, add to, or remove provisions of this Agreement and incorporated Seller policies from time to time as provided in Section 51. Changes become effective on the date stated in the applicable notice or updated Agreement. By continuing to access, use, or engage with the Marketplace after an update becomes effective, Seller is deemed to have accepted the updated Agreement. Seller is responsible for keeping Seller contact information current and reviewing updates made available through the Marketplace, SellerHub, or Seller’s registered email address. If Seller does not agree to an update, Seller must discontinue Marketplace use and request account closure before the update becomes effective, subject to obligations that survive account closure.
Seller enters this Agreement for business or commercial purposes. The Privacy Policy and other policies expressly incorporated into this Agreement remain separately applicable where relevant.
1. Definitions
For purposes of this Agreement:
“Booking” means an appointment, reservation, class, rental, professional service, personal service, or other Service scheduled or purchased through TurtlesEgg.
“Customer” means a person purchasing or booking a Product or Service through TurtlesEgg.
“Eligible Settlement” means a Seller Settlement Amount that has satisfied all applicable fulfillment, delivery, completion, return, refund, cancellation, dispute, reserve, fraud-review, verification, security, and other requirements necessary for payout.
“Marketplace” means the TurtlesEgg websites, applications, SellerHub, checkout systems, Booking systems, APIs, integrations, and related marketplace services.
“Minimum Seller Reserve” means the reserve maintained under Section 17.
“Outstanding Transaction Volume” means the gross value of Seller transactions that remain exposed to fulfillment, shipment, delivery, return, refund, cancellation, Customer claim, payment dispute, card-network dispute, chargeback, fraud review, investigation, Booking completion, or another unresolved Seller-related financial exposure.
“Payment Service Provider” means an approved acquiring bank, payment processor, payment gateway, financial institution, payout provider, clearance or settlement network, or other provider used by TurtlesEgg for payment, settlement, payout, fraud, security, or related financial operations.
“Product” means tangible merchandise offered through TurtlesEgg, including Products shipped to Customers and Products provided through local pickup.
“Seller Settlement Amount” means the amount attributed to Seller for a Marketplace transaction according to the TurtlesEgg Ledger after application of applicable Marketplace fees, taxes, refunds, cancellations, returns, reserves, chargebacks, adjustments, credits, and other amounts authorized under this Agreement.
“Service” means a Booking or other service offered through TurtlesEgg.
“TurtlesEgg Ledger” or “Ledger” means TurtlesEgg’s internal transaction, settlement, reserve, refund, adjustment, and payout accounting records.
2. Parties, Commercial Capacity and Acceptance
This Agreement is between Seller and Turtles Egg Inc., a Florida corporation, or any permitted successor or assignee that assumes TurtlesEgg’s rights and obligations under this Agreement.
Seller represents that Seller is entering this Agreement in a business or commercial capacity and has authority to bind the person or entity identified in the Seller account.
Electronic acceptance of this Agreement has the same force and effect as a written signature.
3. Independent Seller and Marketplace Relationship
3.1 Independent Business
Seller is an independent business. Nothing in this Agreement creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or general agency relationship between TurtlesEgg and Seller.
Except for the limited payment collection appointment expressly described in Section 7, Seller has no authority to bind TurtlesEgg, and TurtlesEgg has no authority to bind Seller to obligations unrelated to Marketplace transactions.
3.2 Seller Is the Seller or Service Provider
For each Marketplace transaction, Seller is the person or business providing the applicable Product or Service and is the seller, service provider, or creditor with respect to the Customer’s payment obligation for that Product or Service, subject to the centralized payment collection and Seller settlement provisions of this Agreement.
3.3 Underlying Sale or Service Contract
Except where applicable law or an approved payment arrangement requires otherwise, the underlying contract for the Product or Service is between Seller and Customer. Seller remains responsible for the legality, accuracy, quality, fulfillment, delivery, performance, safety, licensing, warranties, and other Seller obligations associated with Seller’s Product or Service.
4. TurtlesEgg Marketplace Services
TurtlesEgg provides centralized Marketplace services that may include Seller storefronts and listings, Product and Service discovery, customer checkout, order administration, Booking administration, payment acceptance, transaction confirmations, customer-service tools, refund administration, payment reversal and chargeback administration, fraud and transaction-risk controls, tax functionality, Seller settlement accounting, Seller reserve accounting, Seller reports, payout administration, shipping and fulfillment tools, calendar and Booking tools, marketing, messaging, promotions, inventory functionality, and approved third-party integrations.
TurtlesEgg may add, modify, restrict, suspend, or discontinue Marketplace features as reasonably necessary for security, compliance, business operations, provider requirements, or product development.
5. Bona Fide Marketplace Commerce Only
5.1 Commerce Transactions Only
TurtlesEgg accepts and processes Customer payments only in connection with identifiable bona fide purchases of Products or Services offered through the Marketplace, together with refunds, reversals, cancellations, and adjustments arising from those transactions.
Every Marketplace payment must correspond to an underlying Product order, local pickup order, Booking, Service, or another authorized Marketplace transaction.
5.2 No General-Purpose Money Movement
TurtlesEgg does not offer Sellers or Customers general-purpose money transmission, peer-to-peer transfers, Customer-to-Customer transfers, Seller-to-Seller transfers, general-purpose Seller stored-value accounts, arbitrary third-party beneficiary payments, cash remittance services, or money transfers unrelated to Marketplace commerce.
5.3 Prohibited Financial Activity
Seller may not use TurtlesEgg for fictitious transactions, sham sales, artificial transaction volume, card testing, disguised cash advances, disguised loans, money laundering, movement of money unrelated to an actual Product or Service, processing another business’s unrelated transactions, self-dealing designed primarily to extract payment proceeds, directing Seller Settlement Amounts to another Seller or unrelated person, or manipulating fulfillment, completion, refund, or settlement records.
6. Customer-Facing Payment Administration
For transactions completed through TurtlesEgg checkout, TurtlesEgg is the centralized Customer-facing payment entity and administers payment acceptance, Customer billing, transaction confirmations, payment-related refunds, payment reversals, cardholder disputes, chargebacks, transaction records, and Seller settlement accounting through approved payment infrastructure.
TurtlesEgg may perform Merchant of Record responsibilities where applicable to its approved acquiring or payment arrangement. An acquiring bank, payment processor, payment network, or other financial institution may apply its own technical or network classification to TurtlesEgg, including Marketplace, Merchant, Merchant of Record, or another permitted classification.
Such classification does not alter the contractual payment collection, Ledger, reserve, Seller settlement, and payout relationship established by this Agreement.
7. Formal Limited Payment Collection Appointment
7.1 Appointment
Seller expressly appoints TurtlesEgg as Seller’s limited payment collection agent solely for the purpose of receiving and processing Customer payments arising from bona fide purchases of Seller’s Products or Services through the Marketplace.
TurtlesEgg provides this payment collection function on behalf of Seller as the party entitled to receive payment for the applicable Product or Service and not as a general-purpose money-transfer service for Customers or Sellers.
7.2 Customer Payment Satisfies the Payment Obligation
Payment properly received by TurtlesEgg for a Marketplace transaction will be treated as payment received for purposes of satisfying the Customer’s payment obligation to Seller for the amount properly received.
After TurtlesEgg properly receives Customer payment, Seller may not seek or demand duplicate payment of that amount directly from Customer.
If TurtlesEgg fails to pay an otherwise valid Eligible Settlement, Seller’s recourse for that Seller Settlement Amount is against TurtlesEgg and not against a Customer who properly paid TurtlesEgg.
Customer payments remain subject to applicable payment failures, refunds, cancellations, returns, reversals, chargebacks, fraud determinations, and other adjustments permitted under this Agreement.
7.3 Collection Limited to Contracted Sellers
TurtlesEgg provides Seller payment collection only pursuant to this formal Agreement. TurtlesEgg will not knowingly accept Marketplace payments for the purpose of transmitting funds to a person or business that is not the Seller or verified Seller business entitled to receive settlement for the underlying Marketplace transaction.
8. Regulated Payment and Settlement Systems
8.1 Customer Payment Rail
Customer payments will be processed using TurtlesEgg’s approved acquiring, banking, or payment infrastructure through payment networks and clearance and settlement systems involving appropriately regulated financial institutions.
8.2 Seller Settlement Rail
Seller Settlement Amounts will be distributed through an approved financial institution, payout provider, or payment network using regulated banking and settlement channels that satisfy applicable financial and payment-network requirements.
Approved payout methods may include ACH credit, RTP, FedNow, or another approved regulated banking or payment rail.
8.3 No Alternative Value Settlement
Seller may not require TurtlesEgg to settle Seller Settlement Amounts using cryptocurrency, virtual currency, cash, gift cards, Customer credits, another Seller’s balance, unrelated stored value, or another settlement method outside TurtlesEgg’s approved regulated payout channels.
9. Payment Service Providers and Dynamic Transaction Routing
TurtlesEgg may use one or more Payment Service Providers to authenticate, process, route, settle, or pay Marketplace transactions.
Seller agrees to reasonably cooperate with identity, business, tax, sanctions, fraud, security, account-ownership, and other verification requirements reasonably required by TurtlesEgg or an applicable Payment Service Provider.
Subject to applicable law, payment-network rules, financial-institution requirements, and this Agreement, TurtlesEgg may route transactions through or among approved Payment Service Providers as reasonably necessary for security, compliance, availability, fraud prevention, risk management, and operational continuity.
Nothing in this Section permits Seller to designate an unrelated payment recipient or alters the requirement that Seller Settlement Amounts may be paid only to the verified Seller or verified Seller business entitled to receive settlement for the underlying Marketplace transaction.
10. Provider-Hosted or Connected Accounts
A Payment Service Provider may require Seller to create, maintain, verify, or reconnect a provider-hosted, sub-merchant, connected, payout, or other technical account as a condition of processing or payout.
The existence of any such account does not create an immediate Seller entitlement to Customer card proceeds and does not replace the TurtlesEgg Ledger as the contractual source of truth for Seller settlement eligibility.
TurtlesEgg may instruct, authorize, initiate, delay, restrict, or withhold transfers or payouts through such provider account in accordance with this Agreement, applicable law, and provider requirements.
11. Verified Seller as Sole Settlement Recipient
Seller Settlement Amounts may be paid only to the verified Seller or verified Seller business that is party to this Agreement.
Payout may be made only to an approved payout destination verified as belonging to that Seller or verified Seller business.
Seller may not direct TurtlesEgg to pay a Seller Settlement Amount to another Seller, a Customer, an unrelated individual, an unrelated business, an arbitrary third-party beneficiary, or another destination that cannot be verified as belonging to Seller or Seller’s verified business.
12. Seller Eligibility, Identity and Business Verification
Seller must provide complete, accurate, and current information reasonably requested by TurtlesEgg, including legal business name, address, contact information, entity information, taxpayer information, ownership or authorized representative information, licenses, permits, certifications, and other information necessary for Marketplace, payment, tax, security, fraud, sanctions, or compliance purposes.
TurtlesEgg or its approved service providers may conduct identity, business, sanctions, fraud, tax, licensing, payout-account, account-ownership, or other verification.
TurtlesEgg may restrict listings, orders, Bookings, settlement, or payout until required verification is satisfactorily completed.
Seller must promptly update information that changes.
13. Seller Listings, Product and Service Obligations
Seller is responsible for every Product and Service Seller lists or fulfills through TurtlesEgg and represents that Seller has the legal right and authority to offer each Product or Service.
Seller must provide complete, accurate, current, and non-misleading information regarding description, condition, availability, quantity, price information supplied by Seller, service details, Booking availability, material restrictions, Product specifications, return terms, photographs, licensing or qualification information, and other material facts a reasonable Customer would need before purchasing.
Seller may not list counterfeit, stolen, recalled, unlawfully imported, materially unsafe, infringing, fraudulent, prohibited, or unlawful Products or Services.
TurtlesEgg may restrict a Product, Service, category, industry, or transaction type where reasonably necessary to comply with law, payment-network requirements, Payment Service Provider requirements, safety requirements, insurance requirements, or Marketplace risk standards.
14. TurtlesEgg Ledger as Source of Truth
14.1 Ledger
The TurtlesEgg Ledger is the authoritative operational record for determining Marketplace transaction status, Seller settlement calculations, Seller reserves, refunds, adjustments, and payout status, subject to correction of documented errors.
The Ledger may record Customer payments, order or Booking status, taxes, Marketplace fees, Seller Settlement Amounts, pending settlement, reserves, refunds, returns, cancellations, disputes, chargebacks, reversals, adjustments, settlement eligibility, payouts initiated, payout failures, and completed payouts.
14.2 Conditional Seller Settlement
Processing of Customer payment does not create an immediately withdrawable Seller balance or automatic entitlement to payout.
Seller instead acquires a contractual right to the Seller Settlement Amount determined under this Agreement, which becomes eligible for payout only after applicable transaction, fulfillment, return, refund, Booking, dispute, reserve, fraud-review, and other settlement requirements have been satisfied.
14.3 Seller Reports
Seller transaction, settlement, reserve, refund, adjustment, and payout information will be made available through Seller reports or SellerHub functionality. Where supported, Seller may download report information in Excel, CSV, spreadsheet, or another supported format.
Seller must promptly notify TurtlesEgg of a claimed settlement or reporting error.
15. Seller Settlement Is Not a Wallet, Deposit or Escrow Account
Seller Settlement Amounts and reserve amounts displayed in SellerHub are contractual Ledger entries.
They are not Seller bank accounts, deposits, escrow accounts, general-purpose stored-value accounts, electronic wallets, transferable cash balances, peer-to-peer balances, investment accounts, or general-purpose money-transfer accounts.
Seller may not transfer a Seller Settlement Amount to another TurtlesEgg user or direct TurtlesEgg to transmit it to an unrelated third party.
No interest is payable on pending Seller Settlement Amounts or Seller Reserve amounts.
TurtlesEgg’s internal treasury segregation or accounting does not create a separate bank, custodial, escrow, or trust account in Seller’s name unless applicable law expressly requires otherwise.
16. No Automatic Split Settlement at Customer Checkout
Seller has no contractual right to receive an automatic split of Customer card proceeds merely because a Customer payment was accepted.
Seller settlement is governed by the TurtlesEgg Ledger and this Agreement. Any transfer or payout executed through a Payment Service Provider, including through a provider-hosted or connected account, is an execution mechanism for an Eligible Settlement and does not replace TurtlesEgg’s contractual settlement rules.
17. Minimum Seller Reserve
Every Seller is subject to a Minimum Seller Reserve equal to the greater of:
(a) three percent (3%) of Seller’s Outstanding Transaction Volume; or
(b) one hundred U.S. dollars ($100).
The Minimum Seller Reserve is ordinarily established from Seller Settlement Amounts rather than collected as an upfront cash deposit.
Outstanding Transaction Volume includes transactions that remain exposed to shipment or fulfillment, delivery, Product return rights, Product refund rights, Booking cancellation rights, Booking completion, Customer claims, cardholder disputes, card-network disputes, chargebacks, fraud review, investigation, or another unresolved Seller financial exposure.
TurtlesEgg may recalculate the required reserve as Outstanding Transaction Volume changes. The recalculation may initially be performed manually and may later be automated.
If the required reserve exceeds the amount currently maintained, TurtlesEgg may withhold the additional amount from Seller’s next Eligible Settlement or subsequent Seller Settlement Amounts.
TurtlesEgg will not charge Seller’s stored or tokenized payment method merely to establish, increase, or replenish a normal Minimum Seller Reserve.
18. Use and Replenishment of Seller Reserve
TurtlesEgg may apply Seller Reserve amounts to actual Seller obligations including refunds, returns, chargebacks, payment reversals, card-network disputes, Seller cancellation charges, valid transaction adjustments, Seller subscription fees or renewals, Seller negative balances, and other valid Seller obligations.
If the Reserve is used, TurtlesEgg may replenish it from the next Eligible Settlement or subsequent Seller Settlement Amounts until the then-required reserve level has been restored.
19. Additional Risk Reserve
In addition to the standard Minimum Seller Reserve, TurtlesEgg may temporarily increase the reserve percentage, dollar amount, or duration when TurtlesEgg reasonably determines that additional protection is necessary.
TurtlesEgg may impose or increase an additional Reserve without prior notice where reasonably necessary to prevent or limit actual or reasonably anticipated loss, fraud, account compromise, Customer harm, payment-network exposure, processor exposure, or other material financial risk.
Relevant circumstances may include suspected fraud, suspected account takeover, abnormal transaction activity, significant volume changes, unusually high future-delivery exposure, elevated refunds, elevated cancellations, elevated disputes or chargebacks, fulfillment or delivery problems, Service-performance concerns, Customer complaint patterns, unresolved investigations, payout-destination security issues, acquiring-bank requirements, processor requirements, payment-network requirements, payout-provider requirements, legal requirements, or regulatory requirements.
An additional Reserve is not a Marketplace fee. TurtlesEgg will not charge Seller’s stored payment method solely to create or increase an additional Reserve.
20. Shipped Product Transactions
Seller remains responsible for Product fulfillment and bears shipping risk until successful delivery is confirmed.
Seller selects the applicable return/refund period for Seller’s Products and must clearly disclose it through TurtlesEgg. Seller’s return policy remains subject to applicable law, TurtlesEgg Buyer Protection, payment-network requirements, and circumstances involving non-delivery, fraud, counterfeit goods, material misrepresentation, or other Marketplace violations.
A shipped Product Seller Settlement Amount remains pending until:
- delivery is confirmed;
- Seller’s applicable return/refund period expires;
- an additional three (3) business day settlement buffer expires; and
- no unresolved refund, dispute, chargeback, investigation, Reserve requirement, or other authorized restriction remains.
The transaction then becomes eligible for the applicable weekly payout cycle.
21. Local Pickup Transactions
For local pickup, Seller must verify the applicable TurtlesEgg Order ID and Customer’s unique four-digit pickup confirmation code.
Seller must not request, obtain, pressure Customer to disclose, or enter the pickup code before the Product has actually been provided to Customer.
Premature or false confirmation may result in investigation, settlement delay, Reserve action, suspension, or termination.
TurtlesEgg does not ordinarily require government-issued identification for standard local pickup. Seller may use reasonable identity-verification practices where lawful and appropriate and remains responsible for any identification or age-verification legally required for a particular Product.
Confirmed pickup is treated as delivery for settlement purposes. Seller’s applicable return/refund period then runs, followed by the additional three-business-day settlement buffer.
22. Booking and Service Transactions
22.1 Full Customer Payment at Booking
Customers pay the applicable Booking amount upfront through TurtlesEgg checkout. Customer payment and Seller payout occur on separate timelines. Customer payment does not create an immediately payable Seller Settlement Amount.
22.2 Rescheduling
Customer and Seller may mutually agree to change or reschedule a Booking at any time. A mutually agreed reschedule is not treated as a cancellation or no-show.
22.3 Customer Cancellation More Than 24 Hours Before Appointment
If Customer cancels more than twenty-four (24) hours before the scheduled appointment, Customer receives a 100% refund and Seller receives no Seller Settlement Amount for the cancelled Booking.
22.4 Customer Cancellation Between 24 Hours and 2 Hours Before Appointment
If Customer cancels within twenty-four (24) hours but more than two (2) hours before the appointment, fifty percent (50%) of the Booking amount is allocated to Seller as a cancellation-related Seller Settlement Amount and fifty percent (50%) is issued to Customer as TurtlesCash subject exclusively to the separate TurtlesCash Terms.
TurtlesCash issued to Customer is separate from Seller settlement and does not create a Seller wallet, Seller deposit, or Seller ownership interest in Customer credit.
22.5 Cancellation Within 2 Hours or Customer No-Show
If Customer cancels two (2) hours or less before the appointment, or Customer fails to appear, the Booking is treated as completed for Seller settlement purposes.
Seller receives seventy percent (70%) of the Booking amount and TurtlesEgg retains thirty percent (30%) for Marketplace cancellation administration, payment-processing costs, transaction risk, and related Marketplace costs.
TurtlesEgg may review a claimed no-show before settlement.
22.6 Seller Cancellation
Seller may cancel a Booking when reasonably necessary or mutually reschedule with Customer.
If Seller cancels without a mutually agreed reschedule, Customer receives a 100% refund, Seller bears applicable payment-processing or refund costs attributable to the Seller cancellation, and Seller is charged a $0.50 TurtlesEgg cancellation processing fee for the cancelled Booking.
22.7 Completion Verification
Seller may request or enter Customer’s four-digit Booking completion code only after the Service has actually been completed. Premature or false completion-code use may be treated as transaction manipulation or fraud.
22.8 Booking Settlement
Ordinary completed Booking payouts occur approximately three (3) to seven (7) business days after verified completion, subject to the weekly payout cycle and applicable refunds, disputes, Reserves, investigations, fraud review, banking delays, and payout-provider processing.
23. Seller-Initiated Product Cancellation
Seller may cancel an accepted Product order when reasonably necessary.
If an already-paid order is cancelled by Seller, Customer will receive the applicable refund, Seller bears actual card-processing, refund, or cancellation costs attributable to the cancellation, and Seller is charged a $0.50 TurtlesEgg cancellation processing fee per cancelled order.
Repeated Seller cancellations may result in additional Reserves, restrictions, investigation, suspension, or termination.
24. Refunds, Returns, Reversals and Chargebacks
TurtlesEgg centrally administers formal transaction-related Customer refunds, payment adjustments, payment reversals, cardholder disputes, chargebacks, and payment-network inquiries for transactions processed through TurtlesEgg checkout.
Seller must promptly provide reasonable evidence requested by TurtlesEgg concerning a refund, return, dispute, delivery, pickup, Booking, or chargeback, including tracking, delivery evidence, communications, photographs, service records, and completion information.
Seller remains responsible to TurtlesEgg for Seller-related financial losses, including as applicable refunds, Product returns, chargebacks, payment reversals, card-network disputes, Seller cancellation costs, processor costs attributable to Seller transactions, shipping losses before confirmed delivery, non-fulfillment, Service failures, Seller fraud, counterfeit Products, materially inaccurate listings, and other Seller-caused obligations.
Customer refunds will be administered through the original payment method or another method approved under applicable law and TurtlesEgg’s payment arrangements. Seller may not redirect a Customer refund to an unrelated person or payment destination.
25. Weekly Seller Payouts
Eligible Seller Settlement Amounts are generally included in TurtlesEgg’s weekly payout process.
Weekly payout processing does not guarantee receipt on a particular calendar date.
Payout may be delayed because of transaction eligibility requirements, Seller Reserves, refunds, returns, disputes, chargebacks, investigations, fraud review, Seller verification, payout-destination review, banking processing, provider processing, weekends or holidays, or other authorized legal, compliance, security, or provider restrictions.
26. Seller Payout Security and Destination Changes
Where provider-hosted onboarding is available, Seller will provide complete bank or payout information directly to TurtlesEgg’s approved payout provider.
TurtlesEgg does not intend to store Seller’s complete raw bank-account or routing information in TurtlesEgg’s application database where such hosted onboarding is available. TurtlesEgg may retain masked information, provider references, verification status, payout status, and transaction references.
Any request to add, replace, or materially modify Seller’s payout destination will trigger enhanced verification and may result in a temporary payout pause.
TurtlesEgg or its provider may require additional identity, business, ownership, authorized-representative, payout-account ownership, device, or account-security verification.
TurtlesEgg may reject any payout destination that cannot be satisfactorily verified as belonging to Seller or Seller’s verified business.
27. Seller Subscription Payment Method and Tokenization
Seller must maintain a valid payment method for applicable Seller-plan charges and authorized Seller obligations.
Where supported, Seller’s complete card information will be collected, vaulted, or tokenized by TurtlesEgg’s approved payment processor. TurtlesEgg does not intend to store Seller’s complete card number or card security code in TurtlesEgg’s application database.
TurtlesEgg may retain a processor-issued payment token or reference, card brand, masked card information, expiration information where provided, and authorization and transaction records.
Seller authorizes TurtlesEgg through its approved processor to use the stored or tokenized payment credential for recurring Seller subscription charges, Seller-plan renewals, and actual Seller obligations validly owed to TurtlesEgg when Seller Reserves and other amounts payable to Seller are insufficient.
For an actual Seller obligation, TurtlesEgg will generally apply available amounts in the following order:
- Seller Reserves;
- pending or future Seller Settlement Amounts and other amounts otherwise payable to Seller;
- other valid contractual offsets; and
- only if those amounts are insufficient, an authorized charge to Seller’s tokenized payment method.
A tokenized-card recovery charge other than an ordinary subscription charge will initially be subject to manual finance review. TurtlesEgg will not charge Seller’s tokenized payment method solely to fund a Seller Reserve.
If an authorized recovery charge fails, Seller remains responsible for repayment and TurtlesEgg may restrict Seller’s account, settlement, listings, or payouts.
28. Setoff, Settlement Adjustments and Negative Seller Obligations
TurtlesEgg may apply valid amounts Seller owes against the Minimum Seller Reserve, additional risk reserves, pending Seller Settlement Amounts, future Seller Settlement Amounts, credits otherwise payable to Seller, or other amounts TurtlesEgg owes Seller.
If those amounts are insufficient, Seller remains contractually responsible for the deficiency.
Account closure, suspension, or termination does not extinguish Seller’s repayment obligation.
29. Marketplace Fees and Seller Plans
Seller agrees to pay fees associated with Seller’s selected plan and Marketplace use.
Fees may include subscription fees, Marketplace or referral fees, listing or promotional fees, advertising fees, cancellation processing fees, Seller-attributable transaction or refund costs, and other fees disclosed through TurtlesEgg’s published pricing, SellerHub, Seller enrollment, or applicable fee schedule.
Fees are governed by Seller’s then-current published pricing plan and may change from time to time subject to applicable notice requirements.
TurtlesEgg may deduct authorized fees from Seller Settlement Amounts.
30. Transaction Taxes and Florida Marketplace Sales Tax Certification
30.1 Marketplace Transaction Taxes Generally
Where TurtlesEgg is required by applicable law to calculate, collect, report, or remit sales, use, marketplace, or similar transaction taxes on a Marketplace transaction, TurtlesEgg may perform those obligations.
30.2 Florida Marketplace Provider Certification
For qualifying taxable retail sales of tangible personal property facilitated through the TurtlesEgg Marketplace in Florida, where applicable Florida law requires TurtlesEgg to act as a Marketplace Provider and dealer, TurtlesEgg certifies to Seller that TurtlesEgg will collect and remit the Florida sales and use tax imposed on taxable Marketplace sales for which TurtlesEgg has the statutory collection responsibility.
30.3 No Duplicate Florida Collection
Where TurtlesEgg has certified that it will collect and remit Florida sales tax for a taxable Marketplace transaction, Seller must not separately collect or remit that same Florida sales tax from Customer for the same Marketplace sale.
Seller remains responsible for taxable sales Seller makes outside TurtlesEgg to the extent applicable law places that responsibility on Seller.
30.4 Accurate Seller Information
Seller must provide accurate Product, Service, business, exemption, location, and other information reasonably necessary for TurtlesEgg to determine applicable tax treatment. Seller must promptly notify TurtlesEgg if Seller believes information relevant to tax treatment is materially inaccurate.
To the extent permitted by law, Seller is responsible for losses resulting from materially incorrect or incomplete tax-related information provided by Seller.
30.5 Services and Bookings
Marketplace Provider treatment applicable to tangible personal property does not automatically determine the tax treatment of every Booking or Service. TurtlesEgg will determine and administer applicable transaction-tax collection on Services and Bookings according to governing law.
31. Seller Taxes and Information Reporting
Except for transaction taxes that TurtlesEgg is legally required to collect or remit, Seller remains responsible for Seller’s own applicable income taxes, payroll taxes, franchise taxes, business taxes, occupational taxes, licensing fees, and other Seller-specific tax obligations.
TurtlesEgg or an approved service provider may require Seller to provide taxpayer identification information, W-9 or W-8 information, or other documentation required by law.
TurtlesEgg or an approved service provider may verify taxpayer information and prepare, furnish, or file information returns where required by applicable law.
Use of a particular payout provider does not by itself determine which entity has the legal responsibility for a particular information return.
32. Fraud Prevention and Transaction Security
TurtlesEgg may use risk-based transaction and fraud controls that may include cardholder authentication, AVS, CVV verification, transaction velocity controls, device or IP risk analysis, transaction monitoring, processor-provided fraud tools, Seller verification, manual review, and other reasonable controls.
TurtlesEgg does not guarantee that any fraud-control system will prevent every fraudulent transaction.
TurtlesEgg may decline, challenge, delay, cancel, restrict, or review transactions presenting elevated fraud, security, compliance, regulatory, or financial risk.
33. Seller Account Security
Seller is responsible for safeguarding SellerHub credentials and authorized-user access.
Seller must promptly notify TurtlesEgg of suspected unauthorized access, account takeover, payout diversion, fraudulent transactions, unauthorized account changes, unauthorized payout changes, or other suspicious Seller-account activity.
Seller may not share credentials with unauthorized persons, create fraudulent Seller accounts, create fictitious transactions, falsify delivery, prematurely enter pickup or completion codes, manipulate settlement eligibility, or circumvent Marketplace security controls.
TurtlesEgg may require multi-factor authentication, reauthentication, device verification, or other security measures.
34. Customer Information and Privacy
Seller may use Customer information obtained through TurtlesEgg only as reasonably necessary to fulfill a Product order, perform a Booking, provide approved transaction-related customer service, comply with law, or perform another use specifically authorized by Customer or applicable TurtlesEgg policy.
Seller may not sell Customer information, disclose it without authorization, use it for unrelated purposes, improperly solicit Customers using protected Marketplace information, misuse payment information, or otherwise violate applicable privacy law or the TurtlesEgg Privacy Policy.
Seller acknowledges that the TurtlesEgg Privacy Policy applies to TurtlesEgg’s handling of personal information and is incorporated by reference where applicable.
35. Third-Party Integrations and Google Calendar
TurtlesEgg may allow Seller to connect approved third-party commerce, shipping, calendar, booking, inventory, point-of-sale, order-management, or other services.
Seller is responsible for authorizing each integration, maintaining Seller’s third-party accounts, ensuring Seller has authority to transmit relevant data, reviewing synchronized information, and correcting material errors in Seller-controlled source information.
If Seller connects Google Calendar, Seller authorizes TurtlesEgg to access and use the Google Calendar data necessary to support availability, Booking creation, Booking changes, rescheduling, cancellation, and related Seller workflow in accordance with the TurtlesEgg Privacy Policy and applicable Google API requirements.
Seller may disconnect an integration, subject to technical limitations and retention required for transaction records, security, fraud prevention, audit, compliance, or law.
Third-party services remain subject to their own terms, security practices, uptime, functionality, and policies. TurtlesEgg may modify or discontinue an integration where reasonably necessary.
36. Seller Content and License
Seller represents that Seller owns or has sufficient rights to all Product listings, Service listings, photographs, descriptions, trademarks, logos, text, video, and other content Seller submits or makes available through TurtlesEgg (“Seller Content”).
Seller grants TurtlesEgg a non-exclusive, worldwide, royalty-free, transferable and sublicensable license during Seller’s use of the Marketplace and for a reasonable archival period thereafter to host, reproduce, format, adapt for technical display, display, distribute, advertise, market, promote, and otherwise use Seller Content as reasonably necessary to operate and promote the Marketplace and Seller’s offerings.
Seller may not provide content that infringes another person’s intellectual-property, privacy, publicity, or other legal rights.
37. Intellectual Property and Copyright Complaints
TurtlesEgg and its licensors retain all right, title, and interest in the Marketplace, software, interface, branding, trademarks, designs, documentation, and other TurtlesEgg content, except for Seller Content and third-party content.
Seller may not copy, reverse engineer, decompile, scrape, reproduce, distribute, commercially exploit, or create derivative works from the Marketplace except as expressly permitted by TurtlesEgg or applicable law.
TurtlesEgg may remove or disable content alleged to infringe intellectual-property rights and may suspend or terminate repeat infringers in accordance with applicable law and TurtlesEgg’s intellectual-property policies.
38. Ratings, Reviews and Seller Feedback
Customer ratings, reviews, photographs, videos, and other feedback may appear in connection with Seller, Products, or Services.
TurtlesEgg does not guarantee that reviews will be favorable or that every review will be accurate. TurtlesEgg may moderate, remove, restrict, or decline to publish content where reasonably necessary to enforce Marketplace policies, protect integrity, address fraud, comply with law, or address prohibited content.
Seller may not manipulate ratings or reviews, purchase false reviews, retaliate against Customers for lawful reviews, or condition Customer service on removal of a truthful review.
39. Communications and Electronic Records
Seller agrees to receive account, transaction, compliance, legal, security, payout, tax, operational, and other communications electronically through email, SellerHub, Marketplace notifications, text messages where authorized, or other reasonable electronic methods.
Electronic agreements, notices, disclosures, confirmations, and records provided by TurtlesEgg have the same legal effect as written communications.
Seller is responsible for maintaining current email, telephone, business, legal-notice, and other contact information.
Marketing communications remain subject to applicable consent and opt-out requirements.
40. Records, Audit and Regulatory Cooperation
Seller must maintain reasonable records necessary to substantiate Seller’s Marketplace transactions and legal compliance, including records concerning fulfillment, delivery, licensing, tax, customer complaints, Services, and transaction evidence.
Seller must reasonably cooperate with TurtlesEgg concerning Customer disputes, refunds, chargebacks, fraud investigations, fulfillment, shipping, Booking completion, tax matters, acquiring-bank reviews, processor reviews, payment-network inquiries, payout-provider reviews, insurance matters, and governmental or regulatory requests.
41. Licenses, Permits, Insurance and Professional Requirements
Seller is solely responsible for maintaining all licenses, permits, registrations, professional qualifications, certifications, and insurance legally required for Seller’s Products or Services.
A Seller offering a regulated, professional, licensed, health-related, personal-care, or other restricted Service must maintain all requirements applicable to that activity.
TurtlesEgg may request proof of licensing, insurance, registration, or qualification and may suspend a listing, Booking, settlement, or account pending verification.
42. Suspension and Termination
TurtlesEgg may suspend, restrict, or terminate Seller’s Marketplace privileges where reasonably necessary because of material breach of this Agreement, fraud or suspected fraud, unlawful activity, account compromise, unacceptable payment or financial risk, repeated Customer harm, repeated Seller cancellations, excessive refund or dispute activity, inaccurate Seller information, licensing deficiencies, payout-security concerns, processor or acquiring-bank requirements, payment-network requirements, governmental requirements, or other material Marketplace-protection concerns.
Suspension or termination does not eliminate existing Seller obligations, accelerate pending settlement, release Reserves, eliminate refunds or chargebacks, eliminate negative Seller obligations, prevent investigation, waive rights arising before termination, or prevent TurtlesEgg from completing required Customer remedies.
43. Account Closure and Reserve Release
Seller may request account closure subject to outstanding Marketplace obligations.
Closing, suspending, or terminating a Seller account does not immediately release the Minimum Seller Reserve or any additional risk reserve.
TurtlesEgg may maintain applicable Reserves until all relevant Product transactions, deliveries, return periods, refund periods, Bookings, cancellations, Customer claims, cardholder disputes, card-network dispute periods, chargebacks, fraud reviews, investigations, and other Seller-related financial exposures have been resolved or adequately provided for.
After all Seller obligations have been satisfied, any remaining amount eligible for settlement will be released through TurtlesEgg’s approved payout process.
44. Unclaimed Seller Property
Seller must maintain accurate and current contact, address, tax, and payout information.
If a Seller Settlement Amount or other property becomes payable but remains unclaimed, cannot be delivered, or remains uncollected after account closure, TurtlesEgg will handle, report, and remit that property in accordance with the unclaimed-property laws of the jurisdiction legally entitled to custody of that property.
45. Survival of Seller Obligations
Provisions that by their nature should survive suspension, termination, or account closure will survive, including refunds, returns, chargebacks, card-network disputes, Seller cancellation costs, repayment obligations, negative Seller obligations, Reserves, tax and information-reporting obligations, privacy duties, confidentiality duties, intellectual-property rights, indemnification, limitation-of-liability provisions, fraud investigations, unclaimed-property obligations, and dispute-resolution provisions.
46. Confidentiality and Nonpublic Marketplace Information
Seller may receive nonpublic information concerning SellerHub, Marketplace operations, fraud controls, security procedures, pricing tools, technical functionality, APIs, customers, financial processes, or other confidential TurtlesEgg information.
Seller must use such nonpublic information only as reasonably necessary to use the Marketplace and must not disclose or misuse it except as authorized by TurtlesEgg or required by law.
This Section does not restrict information that Seller can demonstrate was lawfully public through no breach of this Agreement, was already lawfully known without confidentiality duty, or was independently developed without use of TurtlesEgg confidential information.
47. Warranty Disclaimer
THIS SECTION IS AN ESSENTIAL PART OF THIS AGREEMENT.
THE MARKETPLACE, SELLERHUB, SOFTWARE, INTEGRATIONS, REPORTS, MARKETING TOOLS, PAYMENT-RELATED TECHNOLOGY, AND OTHER TURTLESEGG SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
AS PERMITTED BY LAW, TURTLESEGG DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
TURTLESEGG DOES NOT GUARANTEE MINIMUM SALES, BOOKINGS, TRAFFIC, PROFITABILITY, CONTINUOUS OR ERROR-FREE SERVICE, UNINTERRUPTED THIRD-PARTY INTEGRATIONS, APPROVAL OR CONTINUED SERVICE BY A PARTICULAR PAYMENT SERVICE PROVIDER, EXACT PAYOUT TIMING WHERE AN AUTHORIZED DELAY APPLIES, OR THAT FRAUD OR SECURITY CONTROLS WILL PREVENT EVERY FRAUDULENT OR UNAUTHORIZED TRANSACTION.
NOTHING IN THIS SECTION ELIMINATES TURTLESEGG’S OBLIGATION TO PAY A VALID SELLER SETTLEMENT AMOUNT AFTER ALL APPLICABLE SETTLEMENT CONDITIONS AND AUTHORIZED ADJUSTMENTS HAVE BEEN SATISFIED.
48. Limitation of Liability
AS PERMITTED BY LAW, TURTLESEGG AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE TO SELLER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, LOST OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE MARKETPLACE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
AS PERMITTED BY LAW, TURTLESEGG’S AGGREGATE LIABILITY TO SELLER ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE FEES ACTUALLY PAID BY SELLER TO TURTLESEGG DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The foregoing cap does not reduce a valid Seller Settlement Amount that TurtlesEgg is contractually obligated to pay after all applicable settlement conditions and authorized adjustments have been satisfied.
49. Indemnification
Seller agrees to defend, indemnify, and hold harmless Turtles Egg Inc., its affiliates, officers, directors, employees, agents, contractors, Payment Service Providers, and other service providers from and against third-party claims, liabilities, damages, penalties, judgments, losses, costs, and reasonable attorneys’ fees arising out of or relating to:
- Seller’s Products or Services;
- Seller’s listings, Seller Content, or advertising;
- Seller’s fulfillment or failure to fulfill;
- Seller-caused Customer claims, refunds, chargebacks, injuries, or property damage;
- Seller’s violation of law, licensing, professional, tax, privacy, sanctions, or regulatory obligations;
- infringement of third-party rights by Seller or Seller Content;
- Seller’s misuse of Customer information;
- Seller’s fraud, negligence, willful misconduct, or security failures; or
- Seller’s breach of this Agreement.
TurtlesEgg may assume control of the defense of a matter subject to indemnification, in which event Seller will reasonably cooperate. Nothing in this Section requires Seller to indemnify TurtlesEgg for liability that applicable law prohibits TurtlesEgg from shifting to Seller.
50. Force Majeure
TurtlesEgg will not be liable for delay or failure to perform caused by circumstances outside its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labor disputes, pandemics, government action, sanctions, utility outages, telecommunications or internet failures, cyberattacks not caused by TurtlesEgg’s willful misconduct, banking or payment-network outages, Payment Service Provider failures, transportation or carrier delays, or shortages of energy, labor, or materials.
This Section does not excuse payment of amounts already due where performance remains legally and technically possible.
51. Changes to Services, Providers and Seller Terms
51.1 Service and Provider Changes
TurtlesEgg may change its acquiring bank, processor, payment gateway, financial institution, payout provider, fraud provider, tax provider, technical provider, or other service provider. A provider change does not alter Seller’s fundamental contractual payment collection and Seller settlement relationship with TurtlesEgg.
51.2 Changes to Seller Terms
TurtlesEgg may update this Agreement at any time, including by modifying, supplementing, adding to, or removing provisions of this Agreement or policies incorporated into it.
TurtlesEgg may provide notice of an update by any reasonable means, including by posting the updated Agreement through the Marketplace or SellerHub, by sending notice to Seller’s registered email address, or by another Marketplace notification. For a material update, TurtlesEgg will make the updated Agreement available through the Marketplace or SellerHub and will also send notice to Seller’s registered email address or provide a SellerHub account notice.
An update becomes effective on the date stated in the applicable notice or updated Agreement. If no later effective date is stated, the update becomes effective when posted. By continuing to access, use, or engage with the Marketplace after an update becomes effective, Seller is deemed to have accepted the updated Agreement.
Continued use includes accessing SellerHub for ongoing Seller activity, maintaining or publishing listings, accepting or fulfilling orders, accepting or performing Bookings, initiating new Marketplace activity, using Marketplace Seller services, or receiving settlement or payout services arising from continued Marketplace activity.
Seller is responsible for maintaining a current registered email address and for reviewing updates made available through the Marketplace or SellerHub. Seller’s failure to open or read a notice does not delay the stated effective date of an update.
If Seller does not agree to an update, Seller must discontinue use of the Marketplace and request closure or deactivation of Seller’s account before the update becomes effective. Account closure or discontinuation does not eliminate outstanding orders, Bookings, refunds, returns, chargebacks, Reserves, Seller settlement adjustments, repayment obligations, tax obligations, investigations, or other obligations that survive under this Agreement.
TurtlesEgg may make an update effective immediately when reasonably necessary for fraud prevention, account security, cybersecurity, Marketplace integrity, payment-network or financial-institution requirements, governmental or regulatory requirements, or another urgent operational or financial risk.
No amendment proposed by Seller will bind TurtlesEgg unless set forth in a writing executed by an authorized representative of TurtlesEgg.
52. Binding Arbitration, Class Action Waiver and Jury Trial Waiver
PLEASE REVIEW THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL BINDING ARBITRATION AND INCLUDES CLASS, REPRESENTATIVE ACTION, AND JURY TRIAL WAIVERS.
52.1 Covered Disputes
Except for the exclusions stated below, “Dispute” means any claim, controversy, or dispute between Seller and TurtlesEgg arising out of or relating to this Agreement, the Marketplace, Seller’s account, Products, Services, Bookings, listings, payment collection, Seller settlement, Reserves, refunds, chargebacks, fees, payouts, privacy, advertising, communications, suspension, termination, or any aspect of the Seller relationship, whether based in contract, tort, statute, fraud, misrepresentation, or another legal theory and whether arising before or after termination.
52.2 Informal Notice Before Arbitration
Before initiating arbitration, the party asserting a Dispute must provide the other party written notice describing the nature of the Dispute and requested relief and allow at least thirty (30) days for good-faith efforts to resolve the matter.
52.3 Binding Individual Arbitration
Except for claims that may properly be brought in small claims court and claims seeking temporary or emergency injunctive relief concerning intellectual property, confidentiality, fraud, account security, or unauthorized access, any unresolved Dispute will be resolved by final and binding individual arbitration administered by JAMS.
Unless the parties agree otherwise, the arbitration will proceed under the JAMS rules applicable to the commercial dispute, including the JAMS Comprehensive Arbitration Rules and Procedures or Streamlined Arbitration Rules and Procedures where applicable.
The arbitration will take place in or near Collier County, Florida, or remotely if agreed by the parties or directed under applicable rules.
52.4 Arbitrator Authority
The arbitrator, and not a court, will have authority to resolve disputes concerning the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court may determine the enforceability of the class and representative action waiver to the extent applicable law requires.
The arbitrator may award any individual remedy available under applicable law and this Agreement and will issue a written award.
52.5 Class, Collective and Representative Action Waiver
SELLER AND TURTLESEGG AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, OR PARTICIPANT IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING.
The arbitrator may not consolidate the claims of more than one Seller or preside over any class, collective, consolidated, mass, or representative proceeding unless TurtlesEgg expressly agrees in writing.
52.6 Jury Trial Waiver
SELLER AND TURTLESEGG WAIVE ANY RIGHT TO A TRIAL BY JUDGE OR JURY FOR DISPUTES REQUIRED TO BE ARBITRATED.
52.7 Arbitration Costs
Arbitration fees and costs will be allocated under the applicable JAMS rules. Each party is responsible for its own attorneys’ fees and expert costs unless the arbitrator determines otherwise under the governing rules or law.
52.8 Survival
This arbitration agreement, class and representative action waiver, and jury trial waiver survive suspension, termination, account closure, and expiration of this Agreement.
52.9 Future Amendments to this Arbitration Agreement
A future material amendment to this Section 52 will be governed by the update and notice procedures in Section 51. TurtlesEgg will make the amended Section available through the Marketplace or SellerHub and will send notice to Seller’s registered email address or provide a SellerHub account notice.
A material amendment to this Section will not apply to a Dispute formally filed in arbitration or in a court of competent jurisdiction before the amendment’s stated effective date. The amendment will apply to all other Disputes governed by this Agreement.
Seller’s continued access to or use of the Marketplace after the stated effective date constitutes acceptance of the amended arbitration terms.
If Seller does not agree to the amendment, Seller must discontinue use of the Marketplace and request account closure before the amendment becomes effective, subject to outstanding and surviving obligations.
53. Governing Law and Venue
This Agreement and any Dispute not subject to arbitration are governed by the laws of the State of Florida and applicable federal law, including the Federal Arbitration Act, without regard to conflict-of-law principles that would require application of another jurisdiction’s law.
For any action not subject to arbitration or eligible for small claims court, Seller and TurtlesEgg consent to exclusive jurisdiction and venue in the state courts located in Collier County, Florida, or the applicable federal court serving that jurisdiction.
54. Contractual Limitations Period
ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MARKETPLACE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED.
55. Assignment and Corporate Changes
Seller may not assign, delegate, or transfer this Agreement, Seller’s account, or Seller’s rights or obligations without TurtlesEgg’s prior written consent.
TurtlesEgg may assign or transfer this Agreement and its rights and obligations in connection with a merger, financing, acquisition, corporate conversion, reorganization, sale of assets, change of domicile, formation of a successor entity, or other lawful business transaction.
A permitted assignment or corporate change does not by itself alter Seller’s accrued settlement rights or obligations.
56. Export Controls, Sanctions and Restricted Parties
Seller may not use the Marketplace in violation of U.S. export-control, sanctions, anti-boycott, or other trade laws.
Seller represents that Seller is not prohibited from using the Marketplace under applicable sanctions or restricted-party laws and will not use the Marketplace to transact with prohibited persons, entities, countries, territories, Products, or Services.
TurtlesEgg may restrict or suspend activity as reasonably necessary to comply with sanctions, export-control, banking, or Payment Service Provider requirements.
57. Mobile Applications and Third-Party Platforms
If Seller accesses the Marketplace through an Apple, Google, or other third-party application platform, Seller’s use may also be subject to the applicable platform’s legally required terms.
Third-party platform operators are not parties to this Agreement unless expressly stated and are not responsible for Seller settlement, Seller obligations, Product fulfillment, or TurtlesEgg’s Marketplace operations.
58. Notices
TurtlesEgg may provide Seller notices through SellerHub, Seller’s registered email address, Marketplace notifications, posting through the Marketplace, or another reasonable electronic method.
Seller is responsible for maintaining current contact information and reviewing SellerHub and Marketplace notices. Notice sent or posted using the contact information or account channels then associated with Seller’s account constitutes notice under this Agreement.
Formal legal notices to TurtlesEgg must be sent to:
Turtles Egg Inc.
Attn: Legal Department
4280 Mourning Dove Drive
Naples, Florida 34119, USA
or to another legal-notice address subsequently published by TurtlesEgg.
59. English Language
If TurtlesEgg provides a translated version of this Agreement or an incorporated policy, the translation is for convenience unless TurtlesEgg expressly states otherwise.
To the extent permitted by law, if a translated version conflicts with the English version, the English version controls.
60. Severability and No Waiver
If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable, that provision will be limited or modified to the minimum extent necessary, and the remaining provisions will remain in full force to the maximum extent permitted by law.
TurtlesEgg’s failure to enforce a provision in one instance does not waive the right to enforce that provision or another provision later.
61. No Third-Party Beneficiaries
Except for TurtlesEgg affiliates, indemnified parties, and service providers expressly granted protections under this Agreement, this Agreement is for the benefit of Seller and TurtlesEgg and does not create rights in unrelated third parties.
62. Order of Control and Incorporated Policies
This Agreement is the primary and controlling contract for Seller-specific matters.
Seller’s use of TurtlesEgg may also be subject to the TurtlesEgg Privacy Policy, Seller pricing and fee schedules, Buyer Protection rules, Product policies, Booking policies, Return and Refund policies, prohibited Product and Service policies, intellectual-property policies, TurtlesCash Terms where applicable, and other policies expressly incorporated by reference.
If an incorporated general policy conflicts with this Agreement regarding Seller payment collection, Seller settlement, Reserves, payouts, Product fulfillment, Booking settlement, Seller fees, or another Seller-specific obligation, this Agreement controls to the extent of the conflict.
63. Entire Seller Agreement
This Agreement, together with the Seller-specific policies, pricing schedules, authorizations, and other documents expressly incorporated by reference, constitutes the entire agreement governing Seller’s Marketplace relationship with TurtlesEgg and supersedes prior Merchant, Seller, Vendor, or similar terms addressing the same subject matter as of the effective date applicable to Seller.
No course of dealing, course of performance, trade usage, oral statement, or informal communication modifies this Agreement unless the modification is authorized under Section 51 or set forth in a writing executed by an authorized representative of TurtlesEgg.
64. Contact
Questions concerning this Agreement, Seller settlements, Seller reports, Seller Reserves, payouts, or Marketplace obligations may be submitted through TurtlesEgg’s designated Seller support channels published on TurtlesEgg.com or SellerHub.