Effective date: July 7, 2026
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING A CLASS ACTION AND JURY TRIAL WAIVER, A LIMITATION OF LIABILITY, AND AN INDEMNIFICATION OBLIGATION THAT AFFECT YOUR LEGAL RIGHTS. SECTION 22 (DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER) GOVERNS HOW DISPUTES BETWEEN YOU AND TURTLES ARE RESOLVED.
This Agreement is entered into between "you" or the "Seller" and Turtles.com Inc. ("Turtles"). You understand and agree that by selling products (the "Products") on the Turtles platform, you are assenting to the terms and conditions described herein and that this Agreement constitutes a legally binding contract.
You understand and agree that you will provide Turtles with and inform Turtles of any disclosures or disclaimers regarding any of the Products, including disclosures or disclaimers required under applicable law. This includes but is not limited to any warnings required under California Proposition 65, any warnings for choking hazards, and any qualifying information necessary to make any claim regarding the product not misleading. You also understand and agree that you will provide Turtles with accurate information regarding the Products and ensure that the information you provide is not materially false or misleading in any aspect. You agree to notify Turtles immediately if you discover any disclosure or disclaimer is missing from any listing of the Products. You further agree to provide notice to Turtles of any recalls of any Products as well as if any Products are not allowed to be imported into Canada or if any Products are not allowed to be sold in any state.
The following product categories are prohibited from being listed as Products on Turtles: weapons (including firearms and knives), items that are not new (including cultural items), drugs and drug related paraphernalia, stolen property, goods from embargoed or sanctioned countries (including goods from Iran, Crimea, Cuba, Democratic People's Republic of Korea, Donetsk People's Republic, Kherson, Luhansk People's Republic, Syria, Zaporizhzhia, or Russia), adult-only items, hazardous materials (including poisons, Dinitrophenol, and radioactive materials), human body parts or remains, or services. The following product categories are restricted and you must proactively inform Turtles that one or more of the Products falls into one of these categories: alcohol, food or beverages, supplements, digitally delivered goods, event tickets, stocks or other securities, or perfume. Notwithstanding anything to the foregoing, Turtles reserves the right to refuse to list any Product for any reason.
Seller represents and warrants that all Products: (a) comply with all applicable law (including any federal, state or local regulations), (b) are safe for their intended and reasonably foreseeable uses, (c) are free from material defects in their design, materials, and workmanship, (d) are accurately labeled and package, and (e) comply with all applicable consumer product safety requirements (including any reporting obligations to governmental authorities). Seller shall promptly notify Turtles of any actual, suspected, or potential safety issue, defect, injury report, regulatory inquiry, recall, stop-sale order, warning letter, or similar event relating to any Product. Seller shall fully cooperate with Turtles in investigating or otherwise addressing such matter. You shall bear all costs associated with any recall, corrective action, customer notification, refund, replacement, or similar remediation relating to the Products, if you or Turtles reasonably determines that it is necessary in light of any events reported under this Section. SELLER SHALL MAINTAIN COMMERCIALLY REASONABLE PRODUCT LIABILITY INSURANCE COVERING ITS PRODUCTS AND PROVIDE EVIDENCE OF SUCH COVERAGE UPON TURTLES' REQUEST.
Seller shall defend, indemnify, and hold harmless Turtles, its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Products; (b) Seller's breach of this Agreement; (c) Seller's violation of applicable law; (d) any allegation that a Product is defective, unsafe, mislabeled, improperly advertised, or fails to comply with applicable requirements; (e) Seller's negligence, willful misconduct, or fraud; or (f) any claim that the Products, packaging, branding, content, trademarks, copyrights, patents, trade dress, or other materials supplied by Seller infringe, misappropriate, or otherwise violate the rights of any third party. Turtles may participate in the defense of any claim with counsel of its choosing at Seller's expense. Seller shall not settle any claim affecting Turtles without Turtles' prior written consent.
Seller grants Turtles and its affiliates a worldwide, non-exclusive, royalty-free, fully paid-up, sub-licensable, transferable license to use, reproduce, display, perform, distribute, modify, adapt, create derivative works from, and otherwise exploit any product images, product descriptions, names, trademarks, trade names, logos, labels, packaging, videos, advertising materials, marketing claims, and other content or materials provided or made available by Seller to Turtles in connection with the Products or this Agreement ("Seller Materials"). Turtles may use the Seller Materials for any purpose relating to the marketing, promotion, advertising, sale, resale, distribution, display, listing, fulfillment, customer support, return processing, and operation of the Turtles platform and related services. This license includes the right to use Seller Materials in emails, websites, mobile applications, advertisements, social media, search engine marketing, product listings, customer communications, and other promotional or commercial materials. Seller represents and warrants that it owns or has all rights, licenses, consents, and permissions necessary to grant the foregoing license and that Turtles' use of the Seller Materials as permitted under this Agreement will not infringe, misappropriate, or otherwise violate any intellectual property, publicity, privacy, or other rights of any third party. The license granted in this section survives for so long as reasonably necessary for Turtles to operate, maintain, advertise, archive, or enforce rights relating to the Products, prior sales, customer communications, legal compliance, or this Agreement.
Seller shall keep confidential and shall not use or disclose any non-public information provided by or relating to Turtles, its affiliates, business, platform, customers, vendors, technology, pricing, fees, payments to Seller, data, strategy, operations, agreements, or communications ("Confidential Information"), except as strictly necessary to perform Seller's obligations under this Agreement. Except as required by law, Seller shall protect Confidential Information using at least reasonable care and shall not disclose Confidential Information to any third party without Turtles' prior written consent. Seller may disclose Confidential Information only to its employees, contractors, attorneys, accountants, or advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as this section. Seller remains responsible for any breach by such persons. Confidential Information does not include information that Seller can prove: (a) is publicly available through no breach of this Agreement; (b) was lawfully known to Seller before disclosure by Turtles; or (c) was lawfully received from a third party without restriction and without breach of any duty. Seller shall promptly return or destroy Confidential Information upon Turtles' request, except that Seller may retain copies solely to the extent required by law, provided such retained copies remain subject to this section. Seller acknowledges that any breach of this section may cause irreparable harm for which monetary damages may be inadequate, and Turtles shall be entitled to seek injunctive or equitable relief without posting bond, in addition to any other rights or remedies available.
The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, employment, or fiduciary relationship.
Seller shall comply with all applicable laws, regulations, and governmental requirements relating to the Seller's activities under this Agreement. Seller shall provide any information reasonably requested by Turtles to fulfill any legal, regulatory, or compliance requirements that it has in connection with this Agreement.
Turtles may suspend or terminate Seller's ability to list Products or otherwise use the Turtles platform for any reason.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TURTLES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION. TURTLES' TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SELLER TO TURTLES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Sections 4, 5, 6, 7 shall survive any termination of this Agreement.
Seller shall provide Turtles with an email address in which to serve any notices under this Agreement. Any notice required to be given to Turtles shall be sent to legal@turtles.com.
Turtles may modify this Agreement by posting updated terms. Continued use of the platform or selling of Products on the platform following the effective date of any modification constitutes acceptance of the revised Agreement.
Seller may not assign this Agreement without Turtles' prior written consent. Turtles may assign this Agreement without restriction.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law principles.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER AND TURTLES EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, COUNTERCLAIM, OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, OR THE RELATIONSHIP BETWEEN THE PARTIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER AND TURTLES AGREE THAT ANY CLAIM OR DISPUTE SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN OR RECOVER RELIEF THROUGH ANY SUCH ACTION. A COURT MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PERSONS OR OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
SELLER IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS OF DELAWARE AND THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE FOR ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, OR THE RELATIONSHIP BETWEEN THE PARTIES. SELLER WAIVES ANY OBJECTION BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, FORUM NON CONVENIENS, OR ANY SIMILAR DOCTRINE AND AGREES THAT DELAWARE IS A CONVENIENT FORUM FOR THE RESOLUTION OF ALL DISPUTES.
