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Vendor terms & conditions

 

 

Terms of Use Policy

Conditions of Use / General Conditions For All

Merchant, Seller, Vendor, Service Provider, Fundraisers, Advertisers, Advisors

 

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.  

 

Please note that 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.

Merchant Terms of Service and Agreement

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.

Please note that Paragraph 7, contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions. Please read Paragraph 7 carefully.

1. Turtles Egg Is a Marketplace

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.

2. Membership Eligibility

Age: Turtles Egg's Services are available only to, and may only be used by, individuals who are at least 18 years and who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Turtles Egg may, in its sole discretion, refuse to offer access to or use of the Service to any person or entity or change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Individuals under the age of 18 or who cannot form legally binding contracts must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this case, the adult is the merchant and is responsible for any and all activities.

We require your business to have a US address, US Federal ID (EIN) number and or Social Security Number and a US bank account.  

Compliance: You agree to comply with all applicable laws regarding online conduct and acceptable content. Except as set forth in Paragraphs 15 and 16 herein, you are responsible for all applicable taxes. In addition, you must abide by Turtles Egg's policies stated in these Terms and the Turtles Egg policy documents listed below (which are incorporated into these Terms by reference), each of which, in addition to these Terms, may be updated by Turtles Egg from time to time in its sole discretion without notice to you:

Turtles Egg API Terms of Service :

These Turtles Egg API (Application Programming Interface) Terms of Service 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.

Turtles Egg API Terms of Service

By clicking on the “Accept” button, you or the entity or company that you represent (“you,” “your,” “yours” or “licensee”) are unconditionally consenting to be bound by, are becoming a party to this Turtles Egg API Terms of Service (the “Agreement”), and are hereby representing and warranting that you are authorized to bind licensee to the terms of this Agreement. Your use of any portion of the API (as defined below) shall also constitute assent to the terms of this agreement. If you do not unconditionally agree to all of the terms of this agreement, click the “Decline” button and you will have no right to use the API. If these terms are considered an offer, acceptance is expressly limited to these terms to the exclusion of all other terms.

1. License Grant

Subject to full compliance with the terms of this Agreement, Turtles Egg Inc. (“we,” “us” “our” or “Turtles Egg”) hereby grants you a limited, personal, non-sublicensable, non-transferable, non-exclusive license to use Turtles Egg’s application programming interface and related information and documentation Turtles Egg may provide (collectively, the “API”) solely in connection with selling (or assisting others with selling) products on or through our platform (the “Turtles Egg Platform”) and for no other purpose. Your use of the API must comply with the technical documentation, usage guidelines, call volume limits and other documentation and instructions that Turtles Egg makes available to you (which Turtles Egg may amend and add to from time to time in its sole discretion), and additionally must comply with Turtles Egg Terms of Use, Merchant Terms of Service (including all terms, policies, and guidelines incorporated by reference therein) and it Merchant Policies (collectively, the “Turtles Egg Terms”).

2. Turtles Egg API Restrictions & Ownership

You shall not (and shall not authorize or encourage any third party to), directly or indirectly: (i) rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the API;

(ii) clone the API, or use the API to build an application programming interface, application or product that is competitive with any Turtles Egg service; (iii) remove any proprietary notices from the API (or any portion thereof); (v) decompile, reverse engineer, disassemble, or derive the source code, underlying ideas, concepts or algorithms of the API (except as and only to the extent the foregoing restrictions are expressly prohibited by applicable statutory law); or (vi) modify or create derivative works of the API. Turtles Egg shall own all rights, title, and interest (and all related moral rights and intellectual property rights) in and to the API, including any copies and derivative works thereof. Turtles Egg does not grant you any rights or licenses relating to the API except as expressly and unambiguously set forth herein.

You shall provide accurate, true, current and complete information about yourself and further maintain and promptly update your information to keep it accurate, true, current and complete at all times. If you provide any information that is untrue, inaccurate, not current or incomplete, or Turtles Egg has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Turtles Egg has the right to suspend or terminate your license. Furthermore, as part of this Agreement, you agree that Turtles Egg may collect, store, use or disclose your personal information according to the terms of this Agreement and the Turtles Egg’s Privacy Policy.

You shall use the Turtles Egg Platform or API only as permitted in the Turtles Egg Terms of Service and shall not use the Turtles Egg Platform or API to undermine the Turtles Egg Platform in any way (including, without limitation, to gain improper benefits such as unearned traffic or customer orders, or to violate any rules, regulations, laws, or Turtles Egg terms or policies).

3. Turtles Egg Information Restrictions

In addition to and without limiting the restrictions in Paragraph 2 related to your use of the API, you will not directly or indirectly: (a) use any Turtles Egg Information (defined below) to gain any improper benefits from Turtles Egg, including, without limitation, sales traffic or orders that you did not legitimately obtain through your authorized transactions with Turtles Egg customers; (b) use any Turtles Egg Information for any marketing or promotional purposes, including targeting communications of any kind on the basis of the intended recipient being an Turtles Egg user; (c) create, sell, or distribute any products that incorporate or consist of the Turtles Egg Information; (e) disparage us or any of our respective products or services or any customer; (e) use Turtles Egg Information in any way inconsistent with our or your privacy policies or applicable law; (f) do anything to affect the operability of the Turtles Egg’s Platform, including modifying, adapting, violating the security of, or hacking any services provided or systems used by Turtles Egg; (g) use any Turtles Egg Information to violate the terms of this Agreement; or (h) do anything else that is not permitted under this Agreement.

Turtles Egg reserves its right to remove, limit, or otherwise restrict your access to Turtles Egg Information without prior notice and for any reason (including, without limitation, your or Turtles Egg merchants’ violations of Turtles Egg policies, terms, or the law)

“Turtles Egg Information” means, collectively, the API software, order information, information related to Turtles Egg users, payment information or other information related to Turtles Egg transactions, information related to Turtles Egg merchants or suppliers, or any other information acquired by you from Turtles Egg or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.

4. Data Security

Pursuant to Section 1, Turtles Egg grants you certain rights to access and use the Turtles Egg Platform and the API, which rights may or may not include access to certain data related to Turtles Egg users. Turtles Egg hereby reserves its rights to remove, limit, or otherwise restrict your access to the Turtles Egg Platform or API and associated data related to Turtles Egg users when Turtles Egg determines, in its sole discretion, that you have violated the Agreement or that such actions are appropriate to protect or preserve the rights of Turtles Egg users. Without limiting the foregoing or any other restrictions in this Agreement, Turtles Egg may take such action in the event it learns that you are engaging in any of the following conduct: (a) reverse engineering, disassembling, reconstituting, decompiling, translating, altering, duplicating or creating derivative works (including in relation to the Turtles Egg source code, tools, algorithms, or otherwise); (b) tampering or removing any logo, trademark, copyright notice or any other statement of intellectual property ownership; (c) distributing, selling, reselling, leasing, licensing, sub-licensing, or otherwise using Turtles Egg Information without permission; or (d) circumventing or modifying Turtles Egg protocols or analytical tools, statistical tools, or other Turtles Egg systems.

5. Confidentiality

Except as expressly set forth in this Section 3, you agree not to disclose (or allow access to) any data or information derived or obtained from use of the API in any way (“Derived Information”) to any third party and agree you will limit access to the API (and any Derived Information) to your employees who are developing the App(s). In support of this obligation, you will apply at least the same security measures to protect access to Derived Information that you use to protect your own most confidential information. You may disclose Derived Information solely to third parties that both sell products through the Turtles Egg Platform and that agree in writing: (a) not to disclose such Derived Information; and (b) not to use such Derived Information for any purpose other than selling products through the Turtles Egg Platform. If you disclose Derived Information to a third party, then you are liable to Turtles Egg for their noncompliance with the restrictions of the foregoing sentence.

6. API Updates

If Turtles Egg provides you with any upgrades, patches, enhancements, or fixes for the API, then all items that are so provided will become part of the API, respectively, and subject to this Agreement. Notwithstanding the foregoing, Turtles Egg shall have no obligation under this Agreement to provide any such upgrades, patches, enhancements, fixes or any other support for the API.

7. 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.

8. Interoperability

Each of your applications using the API (an “App”) must maintain 100% compatibility with the API and the Turtles Egg Platform (including changes provided to you by Turtles Egg, which will be implemented in each App promptly thereafter). If any App uses or implements an outdated version of the API or the Turtles Egg Platform, you acknowledge and agree that such App may not be able to communicate with the Platform. You agree not to modify, extend, subset or superset the API to any extent. You understand that we may cease support of old versions or releases of the API.

9. Warranty disclaimer

Turtles Egg provides the API “as is” and without warranty of any kind, and hereby disclaims all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, performance, accuracy, reliability, and non-infringement.

10. Limitation of Liability

Under no circumstances and under no legal theory, including, but not limited to, tort, contract, negligence, strict liability, or otherwise, shall Turtles Egg or its licensors, suppliers or resellers be liable to you or any other person for any indirect, special, incidental, or consequential damages including, without limitation, damages for lost profits, loss of goodwill, or damages resulting from licensee’s use of the API. Turtles Egg’s liability for damages of any kind whatsoever arising out of this agreement shall be limited to $100. The foregoing will not apply to damages for bodily injury that, under applicable law, cannot be so limited. The foregoing limitations shall apply even if you have been informed of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or may provide different mandatory limitations of liability; in those cases, the laws of the applicable jurisdictions will apply and the above limitation and exclusion therefore may not apply to you. Without limiting the foregoing, if you are located in, reside, or perform commercial transactions within the United States, UK, European Union, India, People’s Republic of China, Australia, African and Asian Countries then Turtles Egg’s liability for damages of any kind whatsoever arising out of this agreement shall be limited to direct pecuniary loss not to exceed $100, provided that you provide Turtles Egg with true and accurate evidence of such loss that Turtles Egg, within its discretion, accepts as satisfactory proof thereof.

11. Compliance With Law & Additional Privacy Terms

In connection with this Agreement and as additionally set forth in the Merchant Terms of Service, you agree to comply with all applicable laws, including without limitation, 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"). Without limiting the foregoing, if you are located in, reside, or perform commercial transactions within the United States, UK, European Union, India, People’s Republic of China (PRC Laws and Regulations), Australia, African and Asian Countries you agree to adhere to all Applicable Laws and Regulations of that countries laws, including without limitation any

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

12. 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.

13. Termination of Service & Indemnification

Without limiting any other rights or remedies of Turtles Egg, Turtles Egg may, without notice, and without refunding any fees, immediately terminate your access to the API and/or the Turtles Egg Platform if Turtles Egg determines, in its sole discretion, that you have: (a) violated or are acting inconsistently with the letter or spirit of this Agreement; (b) engaged in improper or fraudulent activity in connection with Turtles egg or the Turtles Egg Platform; (c) violated the law or relevant regulations; or (d) engaged in conduct or have performed actions that may cause potential legal liability or financial loss to Turtles Egg, its merchants, or its users. Furthermore, Turtles Egg may terminate this Agreement for any other reason with 30 days’ notice provided to you (including by email or through the Turtles Egg Platform).

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; AND (C) YOUR USE OF THE SERVICES (INCLUDING ANY ACTIONS TAKEN BY A THIRD PARTY USING YOUR ACCOUNT). 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. You agree that, to the extent there are sufficient funds within your Turtles Egg account, Turtles Egg use such funds to compensate Turtles Egg for the above-mentioned indemnity obligations.

14. Process after Termination

Following the termination of the Agreement, and unless otherwise required by law, policy, or regulation, Turtles Egg is not responsible for maintaining any information related to you or your accounts, or for forwarding any such information to you or any third parties. Notwithstanding the foregoing, Turtles Egg shall determine, in its sole discretion, whether it shall preserve your data, records, or other information made available or provided by you to Turtles Egg. Furthermore, following the termination of the Agreement, Turtles Egg shall maintain and hereby reserves all rights and remedies against you related to your violation of the law, policies, regulations, or this Agreement.

 

 

 

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:

  • Fulfilling orders quickly.
  • Using reliable and efficient shipping methods

 

Registration

Last updated on March 25, 2021

 

1.1  Information provided at registration must be true and correct

If the information about an account provided during registration is inaccurate, the account risks suspension.

1.2  Each entity may have one account only

If any company or person has multiple accounts all accounts risk suspension.

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

ERP Partners and Private API merchants that are used on Turtles Egg are subject to the Turtles Egg API Terns of Service.   

1.4  Merchants must properly safeguard customer data

Failing to properly safeguard personal customer information and data may result in higher penalties, suspension, and/or termination.

Examples of improper safeguarding of customer information and data include, but are not limited to:

  • Improperly exposing names and addresses of customers to outside parties
  • Posting API tokens publicly
  • Sharing passwords to accounts

Listing Products

Last updated on March 25, 2021

 

2.1  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.

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

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

2.3Products and listings may not infringe on the intellectual property of others

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 and their account will face possible penalties of $500.00* or more and/or suspension.

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.

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.

2.4  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.

2.5  Listing duplicate products is prohibited

Listing the same product multiple times is prohibited. Products of the same size should be listed as one product. Duplicate products should not be uploaded. If a merchant uploads duplicate products the products will be removed and the account risks suspension.

2.6  Modifying a product listing from its original product to a new product is forbidden

If a merchant changes a product listing into a new product, the product will be removed, the account will be penalized up to $20.00*, and the account will be at risk of suspension.

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.

2.7  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. Penalties range from a). $10.00 per violating product to b). $250.00 per violating product plus the total order value for all orders generated by the violating product during its lifetime, depending on the severity of the violation. In addition, 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.

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.

See the full list of prohibited products, penalty amounts and examples

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.

Listings that do not comply with Turtles Egg's policies may incur monetary penalties and/or be removed from the platform without prior notice. Additionally, Merchants who do not comply with Turtles Egg's policies may be subject to review, suspension, and/or termination. Please visit Merchant Policy to learn more.

2.8.  Prohibited on Turtles Egg:

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

  • Counterfeit products
  • Used Products
  • 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
  • Use of Branded Boxes, Bags, Handers
  • Sporting Trademark
  • 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
    • Subscriptions to channels, websites, or other memberships
    • Virtual money for online games
    • Purchased Social Media Followers
    • Cryptocurrency delivered in digital or physical form
  • Graphic Sexual Content ; examples:
    • Hardcore 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
      • Ride-sharing entities, such as Uber, Lyft, Gett, Via, Curb, Didi Chuxing, Grab, and Ola
    • 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”
  • Safety Equipment; examples:
    • Child car seats
  • 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 and other penalties. 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.

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
  • When a 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

 

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
    • Butane
    • Hoverboards
    • Human By-Products
    • Pesticides (Contact us for approval to sell any products that contain pesticides)  
    • Tire spikes

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.

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 and/or removal without notice. Restricted products include but are not limited to:

  • Food
  • Pet Food
  • Beverages
  • Vitamins & Supplements Note that Turtles Egg prohibits the sale of alcohol under all circumstances (whether or not sold by pre-approved merchants within specific regions).
    • Alcohol
    • Blurred or censored watermarks
    • Blurred or censored tags
    • Blurred or censored logos
    • Blurred or censored faces
    • Booster seats
    • Seatbelts & Seatbelt extenders
    • Child-carrying backpacks
    • Baby carriers
    • Baby slings
    • Listings not clearly marked with "reproduction," "replica," or "copy" in both the title and description
    • Listings selling replica or reproduction of banknotes (for currently commercially exchangeable currency) that the general public might mistake for genuine banknotes
    • Products that are double-sided
    • Products that are larger than 76% and smaller than 149% the size of the genuine item
    • Listings without a photo of the actual product being sold
    • Play/prop/replica coins
    • Listings aimed at intentionally deceiving a collector
    • Currently commercially exchangeable notes
    • Any replica or reproduction of U.S. currency (i.e. bills or coins), including prop/play/parody money and collectibles
    • Any replica or reproduction of Euro currency (i.e. bills or coins), including prop and play money

Materials for Consumption prohibited under all circumstances:  

Blurred information:  examples:

* Counterfeit Currency; examples:

Price Gouging;

 

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

 

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. 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; examples

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 merchant support team to learn more. Listings found to be in violation of this policy are subject to monetary penalties and/or removal without notice. Restricted products include but are not limited to:

  • Plants
  • Plant seeds

Please note that Turtles Egg prohibits the sale of plant seeds that make impossible claims or use images that misrepresent the type of seeds being sold within the listing under all circumstances, whether or not sold by pre-approved merchants within specific regions.

Merchants can contact Turtles Egg for a list of all prohibited listings and “Inappropriate content for product listing”

Turtles Egg will notify you of the request outcome (approved or rejected) within 5-7 business days.

As soon as a request is approved, the prohibited listing in question will be re-listed on Turtles Egg as a compliant product available for sale again. Note that the previously-issued penalty amount will not be reversed for the four prohibited product categories marked with * above, i.e.:

  • Weapons
  • Drugs and Drug Paraphernalia
  • Privacy and Technology Violations
  • Counterfeit Currency

 

For other categories of prohibited products edited by merchants and approved by Turtles Egg through the process noted above.

 

2.8 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
  • One product is another product’s accessory
  • 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.

 

2.9  Extreme price variance within one product listing is prohibited

The maximum variation price must be less than 4 times the minimum variation price. 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 Seller@Turtlesegg.com 

 

2.10  Product listings that are detected to be misleading will be penalized

If a product listing or a product variation is detected to be misleading, the merchant may be penalized up to $200.00* 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 future 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.

 

2.11  Extreme price increases within one product listing are prohibited

Merchants may increase prices for products (product price and/or shipping price) by $1.00* or up to 25%, whichever is greater, within a 4-month period. For a given product, this price restriction rule applies independently to the product price and the 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.

2.12  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.

Turtles Egg is dedicated to providing high-quality customer experience and bringing the best products to our customers. In the interest of providing the best products to our customers, Manipulated Review and Ratings Policy is implemented.

What are some examples where the Manipulated Review and Ratings Policy will apply?

  • Merchants buy their own product and falsely provide a high rating (Example a  5-star) and/or writes a review.

2.13  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. And Merchant may only include a Reference Price in a Listing if that dollar figure is an actual reference price of the item, which means it is either: (a) the Manufacturer’s Suggested Retail Price (MSRP) or similar list price of the product; or (b) the price at which the item was recently offered for sale and for a reasonable period of time.

2.14  Price Gouging Policy

Manipulative pricing strategies are detrimental to the customer experience and are not permitted on Turtles Egg.

 

3   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.

3.1  Price and Shipping cannot be raised on promoted products

Raising the price or shipping on a promoted product is prohibited.

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

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

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

3.3  Promoted products cannot be edited

Editing a promoted product is strictly prohibited.

For example:

  • Editing name, description, or images is prohibited

3.4  New variations cannot be added to promoted products

Adding a new size/color variation to a promoted product is prohibited.

 

4  Intellectual Property

Last updated on March 25, 2021

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

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.

4.1  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. 

4.2  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 and possible suspension. 

4.3  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.

4.4  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.

4.5  Penalties for counterfeit or intellectual property infringement

All products are reviewed for counterfeit and intellectual property infringement. If a product is found to violate Turtles Egg's policy, it will be removed and all payments will be withheld.

4.6  Counterfeit penalties for approved products

Approved products are reviewed again for counterfeit and intellectual property infringement after the merchant changes the product name, product description or product images. 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.

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

 

5  Fulfillment

Last updated on March 25, 2021

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

5.1  All orders must be fulfilled in 1 to 5 calendar days

If an order is not fulfilled in 5 calendar days after the order is released to the merchant, it will be auto-refunded and the associated product may be disabled. The merchant will be penalized $50.00* per auto-refunded order in this case.

5.2  If a merchant has an extremely high number of orders refunded by Merchant Policy 5.1, their account will be suspended

Auto-refund ratio is the number of orders automatically refunded due to Merchant Policy 5.1 over the number of orders received. If this ratio is extremely high, the account will be suspended.

5.3   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. If this rate is extremely low, their account will be suspended.

5.4  Orders that qualify for the Confirmed Delivery Policy must be shipped with one of our Confirmed Delivery carriers that provide last mile tracking.  Currently the following are approved delivery carriers

USPS

FED EX

UPS

DHL

 

The Confirmed Delivery Policy affects all orders. that are shipped to the following countries with an order value above their respective thresholds.

Requirements:

  • Orders must be confirmed fulfilled within designated amount of time (see Merchant Policy 5.5 for details);
  • Orders must be shipped by one of our qualified carriers with a method that provides last-mile tracking;
  • Orders 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.

5.5 Orders that are not confirmed fulfilled by the carrier within the designated amount of time after order released date will be penalized

 

5.6 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 will reflect order value plus $500.00*.

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.

5.7 Deceptive Fulfillment Policy

Orders that are fulfilled deceptively are subject to decreased impressions for your store and a penalty of $100.00* per incident.

5.8 Shipping from outside USA -

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.

Addendum: 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.

5.9  Order Cancellation Penalty Policy

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

 

6   Customer Support

Last updated on March 25, 2021

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

Refund rate is the number of orders refunded over the total number of orders received during a time period. If this rate is extremely high, a store will be suspended. A refund rate of less than 5% is normal. 

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

Chargeback ratio is the number of orders which were charged back over the total number of orders received during a time period. If this ratio is extremely high, a store will be suspended. A chargeback ratio of less than 0.5% is normal. 

6.3 Customer abuse is not tolerated

Abusive behavior and language towards Turtles Egg customers is strictly prohibited and will not be tolerated.

6.4  Asking a customer to pay outside of Turtles Egg is prohibited

If a merchant asks a customer to pay them outside of Turtles egg, their account will be suspended.

6.5  Directing a customer off Turtles Egg is prohibited

If a merchant directs a customer off Turtles Egg, their account is at risk of suspension and/or a penalty of $1,000.00* per incident. Please see Deceptive Fulfillment Policy for further information.

6.6  Asking a customer for personal information is prohibited

If a merchant asks a customer for personal information such as payment information, email, etc., their account will be suspended.

6.7 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 this section 6.

 

7   Refund Policy

Last updated on March 25, 2021

 

Payment & Refund Accounting:   Turtles Egg uses a third party payment processing service 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 :

 

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

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

C:  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.

D:  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.   An disputes will be settles as per Turtles Egg’s Terms and Condition of Use  Policy.

 

7.1  Orders are not 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.

7.2  Any order refunded by the merchant is not eligible for payment

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

Merchants are not allowed to dispute these refunds.

7.3  Merchant is responsible for 100% of any refund on orders without valid or accurate tracking information

If an order has invalid, inaccurate or missing tracking information, the merchant is responsible for 100% of the cost of a refund on that order.

7.4  Merchant is responsible for 100% of any refund on an order that is confirmed fulfilled after 5 or more calendar days

 

If the confirmed fulfillment date is 5 calendar days or more after an order’s released time, the merchant is responsible for 100% of the cost of a refund on that order.  

Merchants are allowed to dispute these refunds.

7.5  Merchant is responsible for 100% of any refund on an order with excessively delayed confirmed delivery

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

Merchants are allowed to dispute these refunds.

7.6  Merchant is responsible for 100% of any refund due to a size issue

If a refund occurs due to a customer sizing issue, the merchant is responsible for 100% of the cost of the refund.

Merchants are allowed to dispute these refunds.

7.7  Merchant is responsible for 100% of any refund on an order where merchant engages in fraudulent activity

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.

Merchants are allowed to dispute these refunds.

7.8  Merchant is responsible for 100% of any refund for items arriving damaged

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

Merchants are allowed to dispute these refunds.

7.9  Merchant is responsible for 100% of any refund for items not matching the listings

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.

Note: Product images should accurately depict the product being sold. Contradictions between the product image and product description could result in refunds for items not matching the listings.

Merchants are allowed to dispute these refunds.

7.10  If an account is suspended, the store is responsible for 100% of any refund

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

Merchants are not allowed to dispute these refunds.

7.11  Merchant is responsible for 100% of any refund for products and services including shipping charges where applicable.  Merchants with an extremely high refund ratio

Merchants will receive an infraction for each product and service with an extremely high refund ratio. The merchant is responsible for 100% of the cost of refund for all orders for the product going forward and retroactively up to the last payment. Refund ratio is the number of orders refunded over the total number of orders received during a time period. A refund ratio of less than 5% is acceptable.

Depending on the refund ratio, products may be removed from Turtles Egg, Turtlesegg.com. Products that have a high refund ratio and are not removed from Turtles Egg are re-evaluated periodically. If the product is found to have a low refund ratio, the merchant will no longer be responsible for 100% of refunds due to this policy.

Merchants are not allowed to dispute these refunds.

7.12 Merchant is responsible for 100% of any refund 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 for the products.

Merchants are allowed to dispute these refunds on the corresponding infractions page in Merchant Dashboard.

7.13 Merchant is responsible for 100% of any refund 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.

Merchants are allowed to dispute these refunds.

7.14  Merchant is responsible for 100% of any refund for items that are shipped incompletely

If a refund occurs because the order shipped was incomplete, the merchant is responsible for 100% of the cost of the refund. 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.

Merchants are allowed to dispute these refunds.

7.15  Merchant is responsible for 100% of any refund for items that are returned to sender

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

Merchants are allowed to dispute these refunds;

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 

7.16  Merchant is responsible for 100% of any refund for products with low ratings

Merchants will receive an infraction for each product with an extremely low rating average. The merchant is responsible for 100% of the cost of refunds for all orders for the product going forward and retroactively up to the last payment.

Depending on the average rating, products may be removed from Turtles Egg. Products that have a low average rating and are not removed from Turtles Egg are re-evaluated periodically. If the product is found to have a rating that is no longer low, then the merchant will no longer be responsible for 100% of refunds due to this policy.

Merchants are not allowed to dispute these refunds.

7.17  Merchant is responsible for 100% of any refund for orders not delivered to the customer

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.

Merchants are allowed to dispute these refunds.

7.18  Merchant is responsible for 100% of any refund for orders shipped with unaccepted carriers

If an order is shipped with an unaccepted carrier, the merchant is responsible for 100% of the cost of refunds.

Merchants are not allowed to dispute these refunds.

7.19 Merchant is ineligible to receive payments from refunded orders if the store has a high refund rate.  If a merchant's store has a high refund rate, the merchant is responsible for 100% of the cost of refunds for all orders going forward. Once the store's refund rate improves and is no longer high, the merchant will be responsible for refunds as per standards.

 

Merchants are not allowed to dispute these refunds.

7.20  Merchant is responsible for 100% of any refund for products that are reported as dangerous or illegal in certain countries. If a merchant lists products that are considered to be dangerous or illegal in a country in which the products are sold, the merchant is responsible for 100% of the cost of refunds for all orders from these specific countries.

Due to the nature of these policy violations, merchants may not dispute these refunds.

 

8  Account Suspension

Last updated on March 25, 2021

 

8.1  The following occur to accounts 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

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

8.2  Asking customers for their personal information

If a merchant has asked customers for their personal information including email address, phone number the merchant account is at risk of suspension.

8.3  Asking customers to send money

If a merchant has requested a direct payment from the customer, the merchant account is at risk of suspension.

8.4  Providing inappropriate customer service

If a merchant has provided inappropriate customer service, the merchant account is at risk of suspension.

8.5  Being disingenuous to customers

If a merchant is being disingenuous to customers, the merchant account is at risk of suspension.

8.6  Asking customers to visit stores outside of Turtles Egg

If a merchant has asked customers to visit stores outside of Turtles Egg, the merchant account is at risk of suspension and/or a penalty of $10,000.00* per incident. Please see Deceptive Fulfillment Policy  for further information.

8.7  Selling fake or counterfeit or used goods

If a merchant is selling fake or counterfeit or used goods, the merchant account is at risk of suspension.

8.8  Violating Turtles Egg merchant policies

If a merchant is taking advantage of policies Turtles Egg has set in place for their own profit, the merchant account is at risk of suspension.

8.9  Related account is suspended

If a merchant is linked to another merchant whose account is suspended, the merchant account is at risk of suspension.

8.10  High refund ratio

If a merchant has a high refund ratio, the merchant account is at risk of suspension.

8.11  High auto refund ratio

If a merchant has a high auto refund ratio, the merchant account is at risk of suspension.

8.12  High chargeback ratio

If a merchant has an unacceptably high chargeback ratio, the merchant account is at risk of suspension.

8.13  Registering for multiple merchant accounts

If a merchant has registered for multiple accounts on Turtles Egg, the merchant account is at risk of suspension.

8.14  Using unconfirmed tracking numbers

If a merchant has an unacceptably high number of tracking numbers that cannot be confirmed, the merchant account is at risk of suspension.

8.15  Sending empty packages to customers

If a merchant is sending empty packages to customers, the merchant account is at risk of suspension.

8.16  Using fake tracking numbers

If a merchant is using fake tracking numbers, the merchant account is at risk of penalty or suspension.

8.17  Sending packages to the wrong address

If a merchant has an unacceptably high number of packages sent to the wrong address, the merchant account is at risk of suspension.

8.18  High late confirmed fulfillment rate

If a merchant account has an unacceptably high late confirmed fulfillment rate, the merchant account is at risk of suspension.

8.19  High ratio of prohibited products and/or orders with fake tracking

If a merchant has an unacceptably high percentage of orders from prohibited products and/or orders shipped with fake tracking, their merchant account is subject to suspension, withheld payments, and decreased impressions for products. Prohibited products include but are not limited to misleading products.

8.20  Merchant harassment of Turtles Egg’s employees or property

Turtles Egg takes the safety of Turtles Egg’s 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 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 $100,000.00* per incident.

 

9  Fees and Payments

Last updated on March 25, 2021

* If you are a Turtles Egg Local Retailer, please refer to Merchant Policy 9.3   below for the Fees and Payments terms related to your agreement with Turtles Egg.

9.1  Fees:

Depending on the terms noted within the merchant’s Turtle Egg account or the terms of any other agreement the merchant may have with Turtles Egg, Turtles Egg will either take a percentage or a set amount of the list price provided to Turtles Egg by the merchant when an item sells.

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.

All fees are quoted in the manner described in  Merchant Policy

In certain situations, including but not limited to a void or invalid transaction, Turtles Egg may issue a debit to a merchant’s billing statement for the applicable fees.

Except as set forth in the Merchant Terms of Service or the Tax Policy, you are responsible for paying all fees and applicable taxes associated with using and selling on Turtles Egg.

9.2  Payments

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.

9.2.1  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, Turtles Egg will pay the merchant either a percentage or a set amount of the listed product price plus the listed shipping price (combined) as provided to Turtles Egg by the merchant. This information is available to the merchant in the Merchant Dashboard under Accounts.   

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

9.2.2  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

 

A:  Payment for your eligible orders twice per month.

An order is eligible for payment as soon as the tracking carrier confirms the order as delivered or, if the order is not subject to the Merchant Policy, Confirmed Order Delivered Policy in 5 calendar days after the customer confirms delivery if the order is confirmed fulfilled by a tracking carrier within 30 calendar days from the order released time.

Orders are also eligible for payment faster depending on the tier of the carrier used to ship the order.

 

B:  Payment for all confirmed orders and confirmed payments from customers will be automatically routed to your account the same day using a third party processing service.   

 

Merchant is 100% held responsible for holding the payments in escrow until the shipment has been received and accepted by the customer and or for 30 days after products are received by the customer.

 

If an order is shipped with a carrier not listed in the approved carrier guide and is not confirmed delivered, it is eligible for payment 90 calendar days after the order was confirmed fulfilled by the carrier.

Orders must be confirmed fulfilled by the carrier within 30 calendar days from order release time to be eligible for payment. Merchants are allowed to dispute the order payment eligibility via the order tracking dispute process. 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.

 

9.2.3  Account Payment Eligibility

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

1:  If the Merchant has not signed you with our designated payment process gateway such as Stripe and or Paypal.  

2:  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 on their next scheduled payment date.

9.2.4  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”. 

 

9.2.5Disbursements

Turtles Egg generally will disburse payments to merchants for their eligible transactions twice per month or immediate. 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 your 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.

9.3  Turtles Egg’s  Local Retailer Fees and Payment Terms

* Section 9.3 is only applicable to Turtles Egg’s Local Retailers.

 

9.3.1  Order Payment Eligibility

If a Turtles Egg’s Local Retailer sells an item on Turtles Egg as a Turtles Egg merchant for ‘ Local Pick Up’, the  transaction will be eligible for payment in the same method as if its sold with delivery.  

9.3.2:  It is the responsibility of the Merchant to update the delivery by adding a courier as “PICK UP” with time and date of pick up by the customer.   

9.3.3  It is the responsibility of the Merchant to have get a signature from Customer when taking delivery.  It should have time and date, name and signature of the Customer handwritten by the Customer.    In case there is a discrepancy,  this document will be used as a proof of pick up.    These must be saved by the Merchant for a minimum of six (6) months from the date of pick up.  

Each ‘Pick Up’ Transaction requires the merchant to confirm the customer pickup in its Turtles Egg delivery confirmation application. In the event that a ‘Pick Up’ Transaction is not confirmed, Turtles Egg has no obligation to pay the merchant for such ‘Pick Up’ Transaction.

Once the customer picks up the customer’s order, the customer will have 30-days to request a refund for a ‘ Pick Up’ Transaction. Once the order clears the 30-day refund window, the ‘Pick Up’ Transaction will become eligible for payment on the immediate following payment cycle.

9.3.4  Fees

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, Turtles Egg will either take a percentage or a set amount of the list price provided to Turtles Egg by the merchant when an item sells.

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 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. Unless otherwise stated, all fees are quoted in US Dollars (USD).

In certain situations, including but not limited to a void or invalid transaction, Turtles Egg may issue a debit to a merchant’s billing statement for the applicable fees.

Except as set forth in the Merchant Terms of Service or the Tax Policy, you are responsible for paying all fees and applicable taxes associated with using and selling on Turtles Egg.

9.3.5  Payments

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.

 

9.3.5.1Payment 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, Turtles Egg will pay the merchant either a percentage or a set amount of the listed product price plus the listed shipping price (combined) as provided to Turtles Egg by the merchant. This information is available to the merchant in the Merchant Dashboard under Accounts  

Payments will be a net amount reflecting the merchant’s prices (listed product price and listed shipping price) less any Charges.

9.3.5.2  Disbursements

Turtles Egg generally will disburse payments to merchants for their eligible transactions either within 24 hours of order confirmation and payment receipt from customer or pay  twice per month. 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 your 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.

10 Currency

Last updated on March 25, 2021

Turtles Egg  may, in its sole discretion, calculate payments, fees, disbursements, penalties, or any other amounts due to or from Merchants (the “Amounts”) based on USD and/or local currency amounts.  Turtles Egg generally uses exchange rates obtained from a third party to make currency conversions. Turtles Egg may, in its sole discretion, adjust or alter the exchange rate when converting from one currency to another.

 

11.1  Amounts and Penalties in Local Currency

Amounts may be issued in the merchant’s local currency or USD.

11.2  Merchant Payments in Local Currency.    

Merchants may be paid in their local currency as defined under a merchant’s  Payments are subject to the existing  Fees and Payments policy.

Payments are calculated based on the “Total Cost” of the order as that column is displayed in the Merchant’s “Merchant Dashboard Orders” page(s) and expressed in the Merchant’s local currency.

If an order is delivered later than the merchant-set Maximum Delivery Days for the corresponding product and destination country/region, the merchant is responsible for 100% of the cost of any refund on that order.

Turtles Egg Merchant Tax Policy

To make doing business easy, Turtles Egg has chosen to collect sales taxes on behalf of all Merchants based in the USA.   Turtles Egg is using a third party service to live update sales tax rates on the checkout page.   The fees associated with such service are absorbed by Turtles Egg and at the discretion of Turtles Egg, based on the Merchants performance, may choose to add these charges to your account as service fees.    

 

Turtles Egg will be collecting all sales taxes charged to the customer on your behalf and will remit the sales taxes to the appropriate States.   

The rules and obligations regarding “Marketplace Facilitators” and remote sellers vary from country to country and in the U.S. from state to state. As a result of operating its e-commerce marketplace, Turtles Egg has determined that it is considered a “Marketplace Facilitator” and is required to collect and remit VAT/GST or sales taxes on all taxable sales of tangible personal property that it facilitates for delivery to the tax jurisdictions where Turtles Egg has registered as a “Marketplace Facilitator” on behalf of its merchants in certain countries and U.S. states as indicated below.

Merchants who avail of the Tax Settings service are still ultimately responsible and liable for the accuracy and remittance of applicable VAT/GST and sales taxes due.

It is crucial for calculating the correct VAT/GST or sales taxes that any information provided to Turtles Egg by Merchants in the Tax Settings should be current and accurate.   

 

Please verify the tax rate attached to the Product and Service Category while setting up your offerings on Turtles Egg.   

The Setting up of Products is very crucial for Sales Tax estimation and payment and is the responsibility of the Merchant.  Any mistakes in doing so that may cause penalties or fees for audit by the States would be to the account of the Merchant.   This can be disputed directly with the States.  But once a ruling is final by the Auditors, Merchant will be held responsible for the payment of all taxes, audit fees, and any accounts and lawyers expenses incurred by Turtles Egg or by the Merchant themselves.  

Turtles Egg uses this page to communicate its practices and policies regarding transaction taxes calculation, collection, and reporting.

Jurisdictions where Turtles Egg is registered as a “Marketplace Facilitator”

1. United States

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 as the retailer, 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 seller@turtlesegg.com   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.

3. Fees and Payment

Fees:

Turtles Egg will collect fees or other amounts from you, for your use of the Services, as set forth in its policy on Fees and Charges or as otherwise communicated to you by Turtles Egg. Except as set forth in Paragraphs 15 and 16 herein, you are responsible for paying all fees and applicable taxes associated with using and selling on Turtles Egg.

The merchant also may incur fees through the use of various payment providers or processors. Any such payment provider or processor fees will be determined by any agreement the merchant may have with a payment provider or processor, and Turtles Egg is not responsible for reviewing, advising on, or paying any such fees.

Payment:

Turtles Egg will make payments to you, in connection with your use of the Services, as set forth in its policy on Fees and Payments or as otherwise communicated to you by Turtles Egg.

Payment by Turtles Egg to you is considered made and complete upon transmission by Turtles Egg, of the payment amount owed to you, to the payment method you have selected (e.g., Stripe Pay, PayPal or others as may be added or removed from time to time) irrespective of your receipt of payment from the payment provider or processor. Each payment provider or processor may have its own terms of use or other legal requirements, and Turtles Egg does not guarantee and is not responsible for any services provided by such payment provider or processor (including, without limitation, any remittance of payment, security protocols or obligations to the merchant, accurate and timely disbursal of payments to the merchant, non-availability of services, etc., of such payment provider or processor). Risk of loss and nonpayment from the payment provider or processor remains with you as the merchant.

In addition to the above, Turtles Egg may unilaterally elect to delay the remittance and withhold the amounts payable to merchants, or any other payment due under the terms of this Agreement or its policy on Fees and Payments, until such time as Turtles Egg receives confirmation of product delivery. Transactions for which Turtles Egg cannot confirm delivery may be ineligible for payment.

In the event that Turtles Egg elects to remit an amount to you before the eligible payment date for such amount through a discretionary advance or advance made through your payment processor or provider (hereinafter a “Discretionary Advance”), Turtles Egg may reduce merchant’s payment eligibility by the amount of the Discretionary Advance either immediately or as soon thereafter as reasonably practicable.

Moreover, If Turtles Egg determines that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Turtles Egg or third parties, or reflect pending or otherwise un-recoupable balances, then Turtles Egg may in its sole discretion withhold any payments to you for as long as Turtles Egg determines such conditions or any related risks to Turtles Egg or third parties persist. For any amounts that we determine you owe us, we may (a) charge your account or any payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to you; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to violate our policies, then we may in our sole discretion permanently withhold any payments to you. In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Turtles Egg or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable policies, may result in their forfeiture.

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.

4. Listing and Selling

Listing Description: 

By listing an item on the Services you warrant that you and all aspects of the item comply with Turtles Egg's terms and published policies. You also warrant that you may legally sell the item in all locations that you list your item for sale. You must accurately describe your item and all terms of sale in your Turtles Egg shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the “in stock” quantity is more than one, all items in that listing must be identical.

Shop Policies: 

You may outline shop policies for your Turtles Egg shop. These policies may include, for example, shipping, returns, payment and selling policies. You must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Turtles Egg's policies. You are responsible for enforcing your own shop policies. In the event of conflict between your shop policies and the Terms, the Terms shall control as it relates to your use of the Services.

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.

Fee Avoidance: 

The price stated in each item listing description must be an accurate representation of the sale. Sellers may offer free shipping which is product price inclusive of all shipping and handling fees or charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not do anything intended to or having the effect of avoiding any fees due to Turtles Egg, or otherwise intended to violate these Terms, including without limitation, altering the item's price after a sale, misrepresenting the item's location, or using another merchant's account without permission.

Nonconformity, Defects or Other Issues with Items: 

You are also responsible for any nonconformity or defect in, or any recall (public or private, voluntary or mandatory) of, as well as any other safety concerns related to, the items you list for sale. You will notify Turtles Egg as soon as you become aware of any recall related to your items.

If 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, then Turtles Egg (at its sole discretion) may mitigate such risks, including, without limitation, by issuing customer refunds, issuing penalties, withholding, offsetting or retaining amounts otherwise due to you, suspending your account or taking any other actions Turtles Egg deems appropriate for so long as Turtles Egg (in its sole discretion) believes your items might pose continued risks to Turtles Egg, its customers or other third parties.

If you offer a product for sale through our Services that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide in your listing such warning in the manner compliant with applicable law, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required.

Other: 

Turtles Egg product listings, including those resulting from user searches, are ranked according to various factors. These factors are intended to help ensure that Turtles Egg customers see the items that they might find most relevant, and include a Turtles Egg customer’s prior engagement with Turtles Egg, a Turtles Egg customer’s prior orders and search history, the terms used in a Turtles Egg customer’s search query, Turtles Egg’s attempts to expand and understand the appeal or interest in new product categories or offerings, the Turtles Egg customer’s location, the Turtles Egg merchant’s rating, the historical revenue per impression of the product listing, the Turtles Egg merchant’s refund rate, whether a Turtles Egg merchant participates in the paid advertising service (which participation might increase the ranking of a merchant’s listing), and the overall standing of the Turtles Egg merchant on the Turtles Egg platform.

Turtles Egg generally aims for equal treatment of the Turtles Egg merchants. However, Turtles Egg might differentiate merchants for the following reasons: (i) products offered by Turtles Egg merchants that participate in the paid Turtle Boost Advertising service might be privileged due to economic and commercial reasons; (ii) products offered by merchants with high ratings may be favored over those merchants with lower ratings; (iii) products offered by merchants with low refund rates may be favored over those merchants with higher refund rates; (iv) products offered in regions in close proximity to a Turtles Egg customer may be favored over products offered outside those regions; (v) products offered by Turtles Egg or its affiliated companies might be privileged for economic and commercial reasons; and (vi) products whose merchants offer faster shipping options may be favored over products whose merchants offer slower shipping options. Privileged treatment may include higher position in rankings; increased direct or indirect remuneration to the merchant for use of the Services; or increased ability to offer products to specific users.

5. 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.

6. 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 uses of such data, the manner in which it may be shared, and the choices individuals have about those personal data processing activities.

Protection of User Data

When you use the Services, such as when you fulfill a purchase, you may obtain personal information from or about a Turtles Egg user (“User Data”). Your use of User Data shall comply with applicable data protection law, including without limitation Europe’s General Data Protection Regulation. Unless you obtain a valid consent from the individuals described by User Data, you shall only use User Data in connection with the corresponding transaction with such user (e.g. shipping and fulfillment) or as necessary to meet your statutory legal requirements, such as tax and reporting requirements. You shall employ reasonable and appropriate measures to safeguard User Data from misuse, loss, destruction or unauthorized access or use. You acknowledge and agree that if Turtles Egg determines in good faith that additional agreements are necessary for compliance with applicable data protection law, you will promptly review and accept such agreements or cease using the Services or applicable portions thereof, such as sales into the European Union.

Without limiting the foregoing, without express opt-in consent from the user, you shall not add any Turtles Egg user to your email or physical mail list, and shall not upload, access or use tracking technologies (such as browser cookies, web beacons or flash cookies) as part of any item listing. Turtles Egg does not assume any responsibilities for disputes between you and your customers for using customer information without authorization.

Your Personal Data & Business Data – Legal Requirements Protection of Turtles Egg & Others

You acknowledge and agree that your own personal data will be collected and used as described in Turtles Egg 's Privacy Policy. Turtles Egg reserves the right to access, read, preserve, and disclose any Business Data (including Content) or other information that Turtles Egg in good faith believes is necessary to comply with law or court order; respond to legal, regulatory, or commercial claims; enforce or apply Turtles Egg’s policies, guidelines or other agreements; or protect the rights, property, or safety of Turtles Egg, its employees, users, or others. In connection with your use of the Services, and subject to the above, you understand and agree that Turtles Egg may disclose certain information about you to suppliers, consumers, regulators or other third-parties, including without limitation 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

View Privacy Policy

7. Arbitration and Class Action Waiver

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 Seller@turtlesegg.com .  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 Seller@turtlesegg.com and by U.S. Mail to Legal department Turtles Egg Inc, 4280 Mourning Dove Drive, Naples, FL 34119

 

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 AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You 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. 4280 Mourning Dove Drive, Naples, FL 34119, or by email to Seller@turtlesegg.com 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 seller@turtlesegg.com 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.

8. 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.

9. 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.

10. 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).

11. Warranty Disclaimer

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, TURTLES EGG (FOR ITSELF AND ITS AFFILIATES AND LICENSORS) EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM TURTLES EGG SHALL CREATE ANY WARRANTY.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TURTLES EGG IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM ANY MATERIALS YOU ACCESS OR DOWNLOAD FROM THE SERVICES.

IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12. Liability Limit

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, WARRANTY, STRICT LIABILITY, OR OTHERWISE) SHALL TURTLES EGG (OR ITS AFFILIATES OR LICENSORS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF TURTLES EGG, ITS AFFILIATES OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.

THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT TURTLES EGG SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE SERVICES.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT TURTLES EGG IS LIABLE TO YOU EXCEED (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO TURTLES EGG IN CONNECTION WITH THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TURTLES EGG AND YOU.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU DESPITE THE “GOVERNING LAW” SECTION OF THESE TERMS, THE ABOVE APPLIES ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13. 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.

14. 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.

15. 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.

16. 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.  

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.”

25. 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.

26. Choice of Law

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

27. 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.