TurtlesEgg Seller Terms of Service and Marketplace Agreement

1. Definitions

For purposes of this Agreement:

“Advertising Subscription” means any paid advertising, promotional placement, visibility, marketing, featured-listing, or similar subscription or service purchased from TurtlesEgg by Seller or another authorized business customer.

“Booking” means an appointment, reservation, class, rental, professional service, personal service, or other Service scheduled or purchased through the Marketplace.

“Booking Platform Fee” means the fee charged by TurtlesEgg to the Customer in connection with a paid Booking. The Booking Platform Fee may be calculated as a percentage, fixed amount, or another methodology disclosed to the Customer through TurtlesEgg checkout or the then-current applicable pricing or fee schedule. The Booking Platform Fee is separate from the Service Price and is not part of Seller’s Gross Seller Settlement.

“Customer” means a person purchasing or booking a Product or Service through the Marketplace.

“Eligible Settlement” means a Seller Settlement Amount that has satisfied all applicable fulfillment, shipment, delivery, pickup, Service-completion, cancellation, cooling-period, payout-cutoff, return, refund, dispute, chargeback, Reserve, fraud-review, verification, security, tax, and other settlement requirements applicable under this Agreement.

“Gross Seller Settlement” means the portion of the Product Price or Service Price allocated to Seller before deduction of applicable Marketplace or referral fees, Payment Processing Costs, Seller Reserves, refunds, returns, reversals, applicable taxes, adjustments, chargebacks, Seller charges, or other amounts authorized under this Agreement.

“Last-Minute Booking” means a Booking created within twenty-four (24) hours of the scheduled Service start time.

“Listed Service Price” means the price established by Seller for a Service before application of a Seller-funded promotional code, Seller-funded discount, or Seller-funded credit.

“Marketplace” means TurtlesEgg.com and all TurtlesEgg websites, subdomains, mobile applications, SellerHub, checkout systems, Booking systems, order systems, APIs, integrations, Customer account services, Seller account services, and related services owned, licensed, administered, or operated by Turtles Egg Inc. under the TurtlesEgg brand.

“Minimum Seller Reserve” means the standard Seller Reserve required under Section 17.

“Payment Processing Costs” means applicable fees, charges, assessments, costs, or expenses imposed, assessed, or incurred in connection with payment authorization, capture, processing, settlement, refund, reversal, dispute, chargeback, card-network activity, or related payment activity through TurtlesEgg’s then-current Payment Service Providers or payment networks.

“Payment Service Provider” means any acquiring bank, payment processor, payment gateway, financial institution, payout provider, settlement network, card network, clearance network, fraud provider, tokenization provider, or other provider used by TurtlesEgg in connection with payment, settlement, payout, fraud prevention, security, or related financial operations.

“Product” means tangible merchandise offered through the Marketplace, including Products shipped to Customers and Products provided through Local Pickup.

“Seller Cancellation Fee” means the one-dollar ($1.00) TurtlesEgg administrative charge imposed in circumstances expressly identified in this Agreement involving a Seller-initiated cancellation, Seller non-fulfillment, Seller non-delivery, Seller non-response, or another Seller-attributable failure to complete an accepted transaction.

“Seller Reserve” means the Minimum Seller Reserve and any additional risk Reserve maintained under this Agreement.

“Seller Settlement Amount” means the net amount attributed to Seller for a Marketplace transaction according to the TurtlesEgg Ledger after application of applicable Marketplace or referral fees, Payment Processing Costs, taxes, Booking allocations, refunds, cancellations, returns, Reserves, chargebacks, reversals, Seller charges, credits, adjustments, offsets, and other amounts authorized under this Agreement.

“Service” means any Booking or other service offered by Seller through the Marketplace.

“Service Price” means the amount attributable to Seller’s Service after application of any applicable Seller-funded promotional code, Seller-funded discount, or Seller-funded credit, excluding the Booking Platform Fee, transaction taxes, and TurtlesEgg-specific charges unless expressly stated otherwise.

“Trailing 60-Day Marketplace Sales” means Seller’s gross Marketplace sales volume attributable to Product and Service transactions during the immediately preceding sixty (60) calendar days, as calculated through the TurtlesEgg Ledger under TurtlesEgg’s then-current Reserve methodology, generally excluding transaction taxes and TurtlesEgg-specific Customer fees and subject to appropriate adjustments for voids, reversals, refunds, or documented Ledger errors.

“Transaction Adjustment Fee” means the one-dollar ($1.00) TurtlesEgg administrative charge that may be imposed on Seller in connection with a post-capture return, refund, payment reversal, chargeback, or similar transaction adjustment where this Agreement allocates that charge to Seller. A Transaction Adjustment Fee is separate from actual Payment Processing Costs, network costs, refund costs, chargeback costs, return-shipping costs, or other transaction expenses.

“TurtlesCash” means TurtlesEgg Marketplace credit governed exclusively by the applicable TurtlesCash Terms.

“TurtlesEgg Ledger” or “Ledger” means TurtlesEgg’s internal transaction, authorization, capture, settlement, Reserve, refund, adjustment, tax, and payout accounting records.

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2. Parties, Commercial Capacity and Acceptance

This Agreement is between Seller and Turtles Egg Inc., a Florida corporation operating a Marketplace available to Sellers and Customers throughout the United States, or any permitted successor or assignee that assumes TurtlesEgg’s rights and obligations under this Agreement.

Seller represents and warrants that Seller is entering this Agreement in a business or commercial capacity and has full legal authority to bind the individual, entity, trade name, organization, or business identified in Seller’s account.

Electronic acceptance, click-through acceptance, and other legally valid electronic manifestations of assent have the same force and effect as a handwritten signature.

TurtlesEgg may maintain electronic records identifying the version of this Agreement accepted by Seller, Seller’s acceptance date and time, Seller account identifier, and other reasonable records evidencing acceptance.

Seller is responsible for ensuring that each person who accesses Seller’s account on Seller’s behalf is properly authorized.

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3. Independent Seller and Marketplace Relationship

3.1 Independent Business

Seller is an independent business. Nothing in this Agreement creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or general agency relationship between TurtlesEgg and Seller.

Except for the limited payment collection appointment expressly provided in Section 7, neither party has authority to bind the other to obligations outside the scope of this Agreement.

3.2 Seller Is the Product or Service Provider

For each Customer Marketplace transaction, Seller is the person or business that provides, fulfills, delivers, or performs the applicable Product or Service.

Seller remains responsible for the legality, accuracy, quality, condition, availability, fulfillment, delivery, performance, safety, licensing, professional qualifications, warranties, and other Seller obligations associated with the Product or Service.

TurtlesEgg does not take title to Seller’s Products and is not the manufacturer, owner, supplier, fulfiller, professional, or provider of Seller’s Products or Services, except to the extent TurtlesEgg separately offers a Product or Service in its own capacity.

3.3 TurtlesEgg Is Merchant of Record

For Customer Marketplace transactions processed through TurtlesEgg checkout, TurtlesEgg acts as the Customer-facing merchant of record as between TurtlesEgg, Seller, and Customer under this Agreement.

TurtlesEgg accepts and captures Customer payment in its own name through approved payment infrastructure and may be identified as the merchant in the applicable Customer-facing payment flow, transaction confirmation or receipt, and payment statement descriptor, subject to applicable payment-method, Payment Service Provider, acquiring-bank, and payment-network requirements.

As merchant of record, TurtlesEgg administers payment acceptance and capture, transaction confirmation, Customer refunds, payment disputes, chargebacks, and settlement to Seller in accordance with this Agreement, including the Ledger, settlement-eligibility, Reserve, withholding, adjustment, offset, and payout provisions of Sections 14 through 19 and Sections 25 through 28.

TurtlesEgg operates the Marketplace for Sellers and Customers throughout the United States and may facilitate transactions involving Sellers, Customers, Products, Services, fulfillment locations, pickup locations, Service locations, and delivery destinations in multiple states and jurisdictions.

For transaction-tax purposes, TurtlesEgg will act as a marketplace provider, marketplace facilitator, marketplace operator, or other responsible marketplace entity where applicable federal, state, or local law assigns that responsibility to TurtlesEgg.

3.4 Allocation of Marketplace and Seller Responsibilities

TurtlesEgg’s role as merchant of record, marketplace operator, marketplace provider, marketplace facilitator, payment administrator, or similar Marketplace entity does not make TurtlesEgg the manufacturer, owner, supplier, fulfiller, professional, or Service provider of Seller’s Products or Services.

Seller remains responsible for Product and Service obligations assigned to Seller under this Agreement.

TurtlesEgg remains responsible for Customer-facing Marketplace payment administration, transaction administration, and other obligations expressly assigned to TurtlesEgg under this Agreement.

Seller’s right to receive settlement arises against TurtlesEgg under this Agreement and is subject to all applicable settlement-eligibility, Reserve, refund, dispute, chargeback, withholding, adjustment, offset, security, and payout provisions.

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4. TurtlesEgg Marketplace Services

TurtlesEgg may provide centralized Marketplace services including Seller accounts, Seller subscriptions, Advertising Subscriptions, storefronts, Product and Service listings, Product and Service discovery, Customer checkout, order administration, Booking administration, payment authorization and capture, transaction confirmations, Customer-service tools, refund administration, payment reversals, chargeback administration, fraud controls, tax functionality, Seller settlement accounting, Reserve accounting, Seller reports, payout administration, shipping and fulfillment tools, Local Pickup tools, calendar tools, messaging, marketing, promotions, inventory functionality, and approved third-party integrations.

TurtlesEgg may add, modify, restrict, suspend, replace, or discontinue Marketplace functionality where reasonably necessary for product development, security, risk management, compliance, provider requirements, financial operations, or legitimate business purposes.

TurtlesEgg does not guarantee that every Marketplace feature, Product category, Service category, integration, payment method, fulfillment method, or promotional feature will remain available at all times.

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5. Bona Fide Marketplace Commerce Only

5.1 Commerce Transactions Only

TurtlesEgg accepts and processes Customer and Seller payments only in connection with identifiable bona fide Marketplace transactions, including purchases of Products or Services, Bookings, Seller subscriptions, Advertising Subscriptions, and other authorized Marketplace services, together with refunds, reversals, cancellations, credits, and adjustments arising from those transactions.

Every Marketplace payment must correspond to an identifiable Product order, Local Pickup order, Booking, Seller subscription, Advertising Subscription, Marketplace service, or other authorized Marketplace transaction.

5.2 No General-Purpose Money Movement

TurtlesEgg does not offer Sellers or Customers general-purpose money transmission, peer-to-peer transfers, Customer-to-Customer transfers, Seller-to-Seller transfers, general-purpose stored-value accounts, arbitrary third-party beneficiary payments, cash remittance services, or money transfers unrelated to bona fide Marketplace commerce.

5.3 Prohibited Financial Activity

Seller may not use TurtlesEgg for fictitious transactions, sham sales, artificial transaction volume, card testing, disguised cash advances, disguised loans, laundering of funds, movement of funds unrelated to a bona fide Product or Service, processing another business’s unrelated transactions, self-dealing designed primarily to extract payment proceeds, directing Seller Settlement Amounts to unrelated persons, or manipulation of fulfillment, completion, refund, settlement, Reserve, or payout records.

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6. Customer-Facing Merchant and Payment Administration

For Customer transactions completed through TurtlesEgg checkout, TurtlesEgg centrally administers payment authorization, payment capture, Customer billing, transaction confirmation, refunds, reversals, chargebacks, payment disputes, transaction records, and Seller settlement through approved payment infrastructure.

TurtlesEgg may perform merchant-of-record responsibilities under its approved acquiring, gateway, banking, or payment arrangements.

An acquiring bank, Payment Service Provider, payment network, or financial institution may apply its own technical, regulatory, contractual, or network classification to TurtlesEgg.

Any such classification does not alter the contractual Ledger, Reserve, Seller settlement, or payout relationship established by this Agreement.

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7. Limited Payment Collection Appointment

7.1 Appointment

Without limiting TurtlesEgg’s Customer-facing merchant-of-record role, Seller appoints TurtlesEgg as Seller’s limited payment collection agent solely to the extent necessary or relevant to TurtlesEgg’s receipt and administration of consideration associated with bona fide Marketplace purchases of Seller’s Products or Services.

This limited appointment applies only to Marketplace commerce governed by this Agreement and does not create a general agency relationship or authorize TurtlesEgg to act as Seller’s agent outside the purposes expressly stated herein.

7.2 Effect of Customer Payment

Payment properly received by TurtlesEgg through the Marketplace satisfies the Customer’s corresponding payment obligation with respect to the amount properly received for the applicable Marketplace transaction.

Seller may not seek, collect, or demand duplicate payment of that amount directly from Customer.

Seller’s recourse for an otherwise valid Eligible Settlement that TurtlesEgg fails to pay is against TurtlesEgg under this Agreement and not against a Customer who properly paid through TurtlesEgg checkout.

All transactions remain subject to payment failures, authorization releases, refunds, cancellations, returns, reversals, chargebacks, fraud determinations, and other adjustments permitted by this Agreement.

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8. Regulated Payment and Settlement Systems

Customer payments will be processed through approved acquiring, banking, gateway, card-network, or other payment infrastructure involving appropriately regulated financial institutions or payment providers.

Seller payouts will be distributed through an approved financial institution, payout provider, banking network, or payment network.

Approved payout methods may include ACH credit, RTP, FedNow, or another approved regulated payout rail.

Seller may not require TurtlesEgg to settle Seller Settlement Amounts by cryptocurrency, virtual currency, cash, gift cards, Customer credits, another Seller’s balance, unrelated stored value, or an unapproved third-party payment method.

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9. Payment Service Providers and Dynamic Transaction Routing

TurtlesEgg may use one or more Payment Service Providers to authenticate, authorize, capture, process, route, settle, refund, reverse, or pay Marketplace transactions.

Seller agrees to reasonably cooperate with identity, business, tax, sanctions, fraud, security, account-ownership, and other verification requirements imposed by TurtlesEgg or an applicable Payment Service Provider.

Subject to applicable law and network or financial-institution requirements, TurtlesEgg may route transactions among approved Payment Service Providers where reasonably necessary for security, compliance, continuity, fraud prevention, transaction acceptance, risk management, or legitimate operational purposes.

Seller has no contractual right to require TurtlesEgg to use or continue using a particular Payment Service Provider.

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10. Provider-Hosted or Connected Accounts

A Payment Service Provider may require Seller to create, maintain, verify, reconnect, or complete onboarding for a provider-hosted, connected, sub-merchant, payout, or similar technical account.

Such account does not create an immediate Seller ownership interest in Customer payment proceeds and does not replace the TurtlesEgg Ledger as the contractual source of truth for Seller settlement.

TurtlesEgg may instruct, authorize, initiate, delay, restrict, or withhold transfers or payouts through such provider-hosted account to the extent permitted by this Agreement, applicable law, or provider requirements.

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11. Verified Seller as Sole Settlement Recipient

Seller Settlement Amounts may be paid only to the verified Seller or verified Seller business that is party to this Agreement.

Payout may be made only to a payout destination satisfactorily verified as belonging to Seller or Seller’s verified business.

Seller may not direct TurtlesEgg to pay Seller Settlement Amounts to another Seller, Customer, unrelated individual, unrelated business, arbitrary third party, or unverified destination.

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12. Seller Eligibility, Identity and Business Verification

Seller must provide complete, accurate, current, and non-misleading information reasonably requested by TurtlesEgg, including legal business name, address, contact details, entity information, taxpayer information, ownership information, authorized-representative information, licenses, permits, certifications, insurance information, and payout information.

TurtlesEgg and its approved providers may conduct identity, business, sanctions, fraud, tax, licensing, insurance, payout-account, account-ownership, or other verification.

TurtlesEgg may restrict listings, orders, Bookings, settlement, payout, or other Marketplace functionality until required verification has been satisfactorily completed.

Seller must promptly update information that becomes inaccurate, incomplete, expired, or materially misleading.

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13. Seller Listings, Products, Services, Recalls and Safety

13.1 Seller Responsibility

Seller is responsible for every Product and Service Seller lists, offers, sells, fulfills, delivers, or performs through the Marketplace.

Seller represents and warrants that Seller possesses all legal rights, authority, licenses, permissions, certifications, approvals, and qualifications necessary to offer each Product or Service.

Seller must provide complete, accurate, current, and non-misleading information concerning description, condition, availability, quantity, price, Service details, Booking availability, material restrictions, Product specifications, return terms, photographs, licensing, professional qualifications, safety information, and other material information reasonably relevant to Customer purchasing decisions.

Seller may not offer counterfeit, stolen, recalled, unlawfully imported, materially unsafe, infringing, fraudulent, prohibited, or unlawful Products or Services.

13.2 Product Recall and Safety Notification

Seller must promptly notify TurtlesEgg after Seller becomes aware that any Product offered, sold, fulfilled, or previously sold through the Marketplace becomes subject to, or is reasonably believed to present:

1. a manufacturer, distributor, governmental, or voluntary recall;
2. a safety warning, hazard notice, stop-sale order, corrective-action program, market withdrawal, or similar notice;
3. a governmental or regulatory investigation concerning Product safety, legality, labeling, composition, performance, or compliance;
4. a material defect that could reasonably create a risk of bodily injury, property damage, or substantial Customer harm; or
5. another circumstance reasonably requiring Seller, TurtlesEgg, a manufacturer, distributor, or governmental authority to notify Customers, cease sales, correct Product information, issue refunds, replace Products, or undertake remedial action.

Seller must immediately discontinue offering an affected Product where required by law, governmental order, manufacturer instruction, or reasonable TurtlesEgg direction.

Seller must reasonably cooperate with TurtlesEgg in identifying affected transactions, restricting or removing listings, preserving records, communicating with Customers, administering recalls, replacements, refunds or other remedies, responding to governmental authorities, and implementing corrective action.

To the extent a recall, safety issue, defect, noncompliance, or corrective action arises from Seller’s Product, Seller’s supplier, Seller’s conduct, or another obligation allocated to Seller under this Agreement, Seller remains responsible for resulting costs, Customer remedies, refunds, regulatory obligations, and other Seller liabilities to the extent permitted by applicable law.

13.3 Marketplace Restrictions

TurtlesEgg may restrict a Product, Service, category, industry, Seller, or transaction type where reasonably necessary to comply with law, governmental requirements, Payment Service Provider requirements, safety requirements, insurance requirements, or Marketplace risk standards.

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14. TurtlesEgg Ledger as Source of Truth and Error Correction

14.1 Authoritative Ledger

The TurtlesEgg Ledger is the authoritative operational and contractual accounting record for determining Marketplace transaction status, authorization status, capture status, Seller settlement calculations, Seller Reserves, refunds, credits, charges, adjustments, and payout status, subject to correction of documented or reasonably identifiable errors.

14.2 Conditional Settlement Right

Authorization or capture of Customer payment does not create an immediately withdrawable Seller balance.

Seller acquires only the contractual right to receive the Seller Settlement Amount determined under this Agreement once all applicable settlement conditions have been satisfied.

14.3 Seller Reports

TurtlesEgg may make transaction, settlement, Reserve, refund, adjustment, and payout information available through SellerHub or Seller reports.

Seller must promptly notify TurtlesEgg of any claimed material accounting or settlement error.

14.4 Ledger and Payment Error Correction

TurtlesEgg may correct documented or reasonably identifiable errors in the Ledger, payment records, Seller settlement calculations, Seller Reserves, fees, credits, refunds, transaction adjustments, chargebacks, payouts, or other Marketplace financial records.

Corrections may be made in favor of either Seller or TurtlesEgg, as appropriate to restore the financial position that should have existed had the error not occurred.

TurtlesEgg may, as applicable:

1. credit Seller for an underpayment, omitted Seller Settlement Amount, incorrect deduction, or other amount properly owed to Seller;
2. debit or adjust Seller’s Ledger for an overpayment, duplicate payment, mistaken credit, incorrect refund allocation, incorrect Reserve release, incorrect fee calculation, or other amount Seller was not entitled to receive;
3. correct the classification, status, timing, eligibility, or amount of a transaction, Reserve, or Seller Settlement Amount;
4. apply an authorized correction against Seller Reserves, pending Seller Settlement Amounts, future Seller Settlement Amounts, or other amounts payable to Seller; and
5. recover an erroneous or duplicate payment in accordance with Sections 27 and 28 if amounts otherwise available to Seller are insufficient.

TurtlesEgg will use commercially reasonable efforts to base any material correction on transaction records, Payment Service Provider records, banking records, Marketplace records, or other reasonably reliable evidence.

Seller must promptly notify TurtlesEgg if Seller becomes aware of a material overpayment, duplicate payout, erroneous credit, or other obvious financial error.

Correction of a documented or reasonably identifiable error does not constitute a penalty or discretionary forfeiture and does not prevent Seller from disputing the accuracy of the correction under this Agreement.

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15. Seller Settlement Is Not a Wallet, Deposit or Escrow Account

Seller Settlement Amounts and Seller Reserve amounts reflected in SellerHub are contractual Ledger entries.

They are not Seller bank accounts, deposits, escrow accounts, general-purpose stored-value accounts, electronic wallets, investment accounts, peer-to-peer balances, or money-transmission accounts.

Seller may not transfer a Seller Settlement Amount to another Marketplace user or direct TurtlesEgg to transmit a Seller Settlement Amount to an unrelated third party.

No interest accrues or is payable on pending Seller Settlement Amounts or Seller Reserve amounts.

Unless expressly required by applicable law, TurtlesEgg’s treasury segregation, internal accounting, or provider account structure does not create a separate bank, custodial, trust, or escrow account in Seller’s name.

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16. No Automatic Split Settlement at Customer Checkout

Seller has no contractual right to receive an automatic or immediate split of Customer payment proceeds merely because Customer payment has been authorized or captured.

Seller settlement is governed by this Agreement and the TurtlesEgg Ledger.

A transfer or payout executed through a Payment Service Provider is an execution mechanism for an Eligible Settlement and does not replace or supersede the settlement conditions established herein.

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17. Minimum Seller Reserve

Every Seller is subject to a Minimum Seller Reserve equal to the greater of:

(a) one hundred U.S. dollars ($100); or

(b) ten percent (10%) of Seller’s Trailing 60-Day Marketplace Sales.

The Minimum Seller Reserve is a risk-management mechanism intended to protect TurtlesEgg, Customers, Payment Service Providers, and the Marketplace against refunds, returns, Customer cancellations, Seller non-response, non-fulfillment, disputes, chargebacks, payment reversals, Seller obligations, accelerated payout risk, and other Marketplace-related financial exposure.

The Minimum Seller Reserve is ordinarily funded from Seller Settlement Amounts and is not ordinarily collected from Seller as an upfront cash deposit.

TurtlesEgg may recalculate the Minimum Seller Reserve during each payout cycle or at other reasonable intervals.

If the required Minimum Seller Reserve exceeds the amount currently maintained, TurtlesEgg may withhold the shortfall from Seller’s next Eligible Settlement or subsequent Seller Settlement Amounts.

TurtlesEgg will not charge Seller’s stored or tokenized payment method solely to establish, increase, or replenish the ordinary Minimum Seller Reserve.

The Minimum Seller Reserve does not limit TurtlesEgg’s right to establish or increase an additional risk Reserve under Section 19.

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18. Use, Replenishment and Release of Seller Reserve

TurtlesEgg may apply Seller Reserve amounts to actual Seller obligations including refunds, returns, chargebacks, payment reversals, card-network disputes, Seller Cancellation Fees, Transaction Adjustment Fees, Payment Processing Costs, Seller subscription charges, Advertising Subscription charges, negative Seller obligations, Ledger corrections, and other amounts Seller validly owes under this Agreement.

If Seller Reserve amounts are used, TurtlesEgg may replenish the Reserve from subsequent Seller Settlement Amounts until the then-required Reserve has been restored.

While Seller’s account remains active, if the calculated Minimum Seller Reserve decreases below the amount then maintained, TurtlesEgg may release the excess Reserve into a subsequent eligible payout, provided no independent hold, investigation, dispute, chargeback, security issue, regulatory issue, or other exposure reasonably justifies continued retention.

Reserve release following account closure is separately governed by Section 43.

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19. Additional Risk Reserve

In addition to the Minimum Seller Reserve, TurtlesEgg may establish, increase, or extend an additional Seller Reserve where TurtlesEgg reasonably determines that additional protection is necessary.

Relevant circumstances may include suspected fraud, account compromise, unusual transaction activity, significant volume increases, future-delivery exposure, elevated refunds, elevated cancellations, elevated disputes or chargebacks, Customer complaint patterns, fulfillment failures, Seller non-response, Service-performance concerns, verification issues, payout-destination changes, insurance issues, acquiring-bank requirements, Payment Service Provider requirements, payment-network requirements, governmental requirements, regulatory requirements, or other material financial, compliance, or security risk.

Where reasonably necessary to prevent or limit actual or reasonably anticipated loss, Customer harm, fraud, security compromise, payment-network exposure, provider exposure, or regulatory risk, TurtlesEgg may establish or increase an additional Reserve without advance notice.

An additional Reserve is not a Marketplace fee.

TurtlesEgg will not charge Seller’s stored payment method solely to fund an additional Reserve.

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20. Shipped Product Transactions

20.1 Payment Authorization and Capture

For a shipped Product order, TurtlesEgg may authorize Customer’s payment method at checkout without immediately capturing the Product charge.

Authorization does not create Seller settlement eligibility.

TurtlesEgg may capture the authorized payment after Seller has actually shipped the Product and valid shipment or tracking information accepted by TurtlesEgg has been recorded.

Seller must not falsely mark a Product as shipped, submit fabricated or manipulated tracking information, or otherwise attempt to cause premature payment capture or settlement eligibility.

20.2 Shipping and Fulfillment Responsibility

Seller remains responsible for Product fulfillment and bears responsibility for shipment until successful delivery is confirmed.

Seller must provide accurate shipment and tracking information.

Tracking or delivery information from an accepted carrier may be treated as evidence of shipment or delivery for ordinary Marketplace administration, subject to review for apparent error, fraud, carrier irregularity, or material contrary evidence.

20.3 Customer Cancellation Before Shipment

Customer may cancel an eligible shipped Product order before shipment has been confirmed.

If Customer cancels before payment capture, TurtlesEgg may void, cancel, or release the authorization.

Customer is not charged a cancellation penalty.

Seller receives no Seller Settlement Amount.

Seller is not charged the Seller Cancellation Fee merely because Customer cancelled before shipment.

Where payment was never captured, no refund-processing charge will be allocated to Seller unless an actual cost was incurred and this Agreement or the applicable fee schedule permits its allocation.

20.4 Seller Cancellation Before Shipment

Seller may cancel an accepted shipped Product order when reasonably necessary.

If Seller cancels before payment capture, TurtlesEgg may void or release Customer’s authorization.

Customer will be made whole.

Seller receives no Seller Settlement Amount.

Seller is charged the Seller Cancellation Fee.

Seller is also responsible for any actual non-refundable Payment Processing Costs attributable to the Seller cancellation if such costs were actually incurred.

20.5 Returns and Refund Policy

Seller selects the return, refund, and exchange policy applicable to Seller’s Products and must clearly disclose that policy through the Marketplace before purchase.

The policy displayed at the time of purchase governs ordinary return and exchange rights and may not be retroactively reduced for that transaction.

Seller’s policy remains subject to applicable law, TurtlesEgg Buyer Protection, payment-network requirements, and circumstances involving non-delivery, counterfeit Products, incorrect Products, fraud, material misrepresentation, recall, safety issues, or other Marketplace violations.

For an eligible Product return, Seller is responsible for reasonable authorized return-shipping costs unless the applicable Marketplace policy expressly provides otherwise.

20.6 Post-Sale Return, Refund or Chargeback

Where a shipped Product transaction has been captured and subsequently becomes subject to a return, refund, payment reversal, or chargeback for which Seller is financially responsible, Seller remains responsible for:

1. the applicable refunded or reversed Seller amount;
2. applicable actual Payment Processing Costs and payment-network costs;
3. applicable authorized return-shipping or other transaction costs; and
4. the Transaction Adjustment Fee,

except where applicable law or an express TurtlesEgg policy provides otherwise.

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21. Local Pickup Transactions and Future Local Delivery

21.1 Local Pickup Authorization

For a Local Pickup Product order, TurtlesEgg may authorize Customer’s payment method at checkout.

Customer’s Product payment is not captured merely because the order is placed, authorized, marked Ready for Pickup, or remains uncollected for a period of time.

There is no automatic timed capture or Customer no-show capture for Local Pickup.

Seller has no settlement entitlement merely because a Product has been reserved for Customer.

21.2 Ready for Pickup

Seller must mark an order Ready for Pickup only when the Product is actually available for physical handoff.

Seller must maintain reasonably accurate pickup-location information, pickup hours, and Product availability.

21.3 Pickup Code and Physical Handoff

Seller must verify the applicable TurtlesEgg order information and Customer’s valid four-digit pickup confirmation code.

Seller must not request, obtain, pressure Customer to disclose, or enter the pickup code before Seller has actually physically handed the applicable Product to Customer.

The pickup code is a completion control for a genuine physical handoff.

Premature, false, fabricated, reused, or manipulated pickup confirmation may result in payment reversal, settlement adjustment, Reserve action, investigation, suspension, or termination.

21.4 Payment Capture and Completion

A Local Pickup payment may be captured only in connection with Customer’s actual physical pickup of the Product and successful completion of the applicable pickup-code process.

Once physical handoff and valid code confirmation occur, the order is treated as completed delivery for Marketplace purposes.

21.5 Customer Cancellation or Non-Collection

If Customer cancels a Local Pickup order or does not collect the Product before physical handoff and valid pickup-code capture:

1. Customer is not subject to a cancellation fee, no-show fee, forfeiture, non-collection penalty, percentage allocation, or similar monetary penalty;
2. Customer’s payment authorization may be voided, cancelled, or released;
3. Seller receives no Seller Settlement Amount;
4. Seller is not charged the Seller Cancellation Fee solely because Customer cancelled or failed to collect the Product; and
5. Seller may not independently demand payment or impose an off-platform cancellation or non-collection charge.

TurtlesEgg may monitor repeated, excessive, fraudulent, manipulative, or abusive Customer cancellation or non-collection behavior.

TurtlesEgg may prospectively restrict Customer Marketplace privileges or modify the Local Pickup policy with appropriate notice where reasonably necessary to protect Marketplace integrity.

Such action does not retroactively convert an uncollected order into a completed sale or create a Seller Settlement Amount.

21.6 Seller Cancellation, Non-Delivery or Non-Response

If Seller cancels an accepted Local Pickup order, fails to make the Product available, materially misrepresents the Product as Ready for Pickup, fails to respond in a manner that prevents completion, or otherwise causes the transaction not to be completed:

1. Customer will be made whole;
2. if Customer payment remains authorized but uncaptured, TurtlesEgg may void or release the authorization;
3. Seller receives no Seller Settlement Amount;
4. Seller is charged the Seller Cancellation Fee; and
5. Seller is responsible for actual non-refundable Payment Processing Costs attributable to the Seller-caused cancellation if such costs were actually incurred.

Repeated Seller failures may result in additional Reserves, listing restrictions, investigation, suspension, or termination.

21.7 Returns, Refunds and Chargebacks After Pickup

After valid physical pickup and payment capture, a subsequent return, refund, payment reversal, or chargeback is governed by Seller’s applicable return policy, Buyer Protection, this Agreement, and applicable law.

Where Seller is financially responsible for the adjustment, Seller is responsible for the applicable refunded or reversed Seller amount, applicable actual Payment Processing Costs, applicable authorized return costs, and the Transaction Adjustment Fee.

21.8 Future Local Delivery

TurtlesEgg may in the future permit eligible Sellers to offer local delivery of Products through the Marketplace.

Local Delivery is not governed by the detailed Local Pickup rules merely because both methods involve local fulfillment.

Before Local Delivery functionality is made available, TurtlesEgg may establish and publish additional terms governing eligibility, delivery responsibilities, payment authorization and capture, delivery verification, Customer cancellation, Seller cancellation, delivery failure, refunds, fees, settlement, payout, insurance, risk allocation, and other Local Delivery requirements.

Seller’s use of Local Delivery after such terms become effective constitutes acceptance of those applicable terms in accordance with Section 51.

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22. Booking and Service Transactions

22.1 Booking Charges

A paid Booking may include:

1. the applicable Service Price;
2. the applicable Booking Platform Fee;
3. applicable transaction taxes; and
4. any other amount clearly disclosed through TurtlesEgg checkout.

The Booking Platform Fee is separate from the Service Price and is not Seller revenue.

Customer payment and Seller payout occur on separate timelines.

22.2 Booking Platform Fee and Seller Promotions

The Booking Platform Fee is determined under the fee methodology disclosed through TurtlesEgg using the Listed Service Price before application of a Seller-funded promotional code, Seller-funded discount, or Seller-funded credit, unless TurtlesEgg expressly provides otherwise.

A Seller-funded promotion reduces the Seller-funded Service Price and does not reduce, waive, or recalculate the Booking Platform Fee unless the promotion expressly states that TurtlesEgg is also discounting or waiving the Booking Platform Fee.

Customer will be shown the applicable Service Price, Booking Platform Fee, promotional discount, applicable taxes, and final Customer payment amount before completing checkout.

22.3 Standard Booking Authorization and Initial Review Period

For a Booking placed more than twenty-four (24) hours before the scheduled Service start time, TurtlesEgg may authorize Customer’s payment method at checkout without immediately capturing payment.

Customer has an initial two-hour review and cancellation period beginning when the Booking is placed.

If Customer cancels during that initial two-hour period, TurtlesEgg may void, cancel, or release the authorization.

Customer receives a full release of the authorized amount, Seller receives no Seller Settlement Amount, TurtlesEgg retains no Booking Platform Fee for that cancelled transaction, and no Seller Cancellation Fee applies.

If Customer does not cancel during the applicable review period, TurtlesEgg may capture the authorized Booking payment after the review period expires.

22.4 Booking Time Zone

All cancellation windows, scheduled start and end times, no-show timing, review periods, and other Booking time calculations are determined using the local time zone of Seller’s place of business or the Service location shown in the confirmed Booking, unless TurtlesEgg expressly states otherwise.

22.5 Mutual Rescheduling

Customer and Seller may mutually agree to reschedule a Booking at any time.

A mutually agreed reschedule is treated as a reschedule rather than a cancellation or no-show.

The existing Booking Platform Fee carries forward with the same Booking.

Customer is not charged a second Booking Platform Fee solely because the same Booking is mutually rescheduled.

22.6 Customer Cancellation More Than 24 Hours Before Service After Capture

If a standard Booking was made more than twenty-four (24) hours before the scheduled Service, the initial review period has expired, payment has been captured, and Customer thereafter cancels while more than twenty-four (24) hours remain before the scheduled Service start time:

1. Customer receives a refund of the refundable Service Price and applicable refundable taxes;
2. the Booking Platform Fee is retained by TurtlesEgg and is non-refundable for that Customer-initiated cancellation, except where applicable law requires otherwise;
3. Seller receives no Gross Seller Settlement;
4. no Seller Cancellation Fee applies; and
5. ordinary Payment Processing Costs allocated by the applicable TurtlesEgg policy to TurtlesEgg for that Customer-initiated cancellation will be borne by TurtlesEgg.

22.7 Customer Cancellation Between 24 Hours and 2 Hours Before Service

If Customer cancels within twenty-four (24) hours but more than two (2) hours before the scheduled Service start time, and the Booking is not governed by the Last-Minute Booking rule:

1. fifty percent (50%) of the applicable Service Price is allocated to Seller as Gross Seller Settlement;
2. fifty percent (50%) of the applicable Service Price is issued to Customer as TurtlesCash and is governed exclusively by the applicable TurtlesCash Terms;
3. TurtlesEgg retains the applicable Booking Platform Fee;
4. Seller’s applicable Marketplace or referral fee is calculated against Seller’s fifty-percent Gross Seller Settlement;
5. applicable Payment Processing Costs attributable to the captured Booking may be accounted for or deducted from Seller’s settlement in accordance with the applicable fee schedule and transaction methodology; and
6. no Seller Cancellation Fee applies because Customer initiated the cancellation.

TurtlesCash issued to Customer does not create a Seller wallet, Seller deposit, Seller liability to Customer, or Seller ownership interest in Customer credit.

22.8 Customer Cancellation Within 2 Hours or Valid No-Show

If Customer cancels two (2) hours or less before the scheduled Service start time, or validly becomes a no-show, and Customer and Seller do not mutually reschedule, the Booking is treated as a completed full sale for Seller settlement purposes.

Seller receives the ordinary Gross Seller Settlement attributable to the Service Price, subject to Seller’s applicable Marketplace or referral fee, applicable Payment Processing Costs, Seller Reserves, adjustments, offsets, and other settlement conditions.

TurtlesEgg retains the applicable Booking Platform Fee.

No Seller Cancellation Fee applies because Seller did not cancel the Booking.

Customer does not receive a cancellation refund or TurtlesCash allocation under this subsection, except where required by applicable law or where an independent Seller-fault remedy applies.

22.9 No-Show Requirements

Customer may not be designated a no-show before the entire scheduled appointment period has ended.

Seller must remain reasonably available to provide the booked Service during the reserved appointment period.

The absence of a completion code by itself does not establish a no-show.

After the scheduled appointment period ends, Seller may record a no-show if Customer failed to attend, did not exercise an applicable cancellation right, and did not mutually reschedule with Seller.

Seller may not falsely record a no-show, fabricate non-attendance, or obtain duplicate economic benefit from the same reserved appointment capacity through abusive, deceptive, or fraudulent conduct.

TurtlesEgg may review a claimed no-show before or after settlement and may reverse or adjust settlement where available evidence demonstrates that the designation was materially inaccurate.

22.10 Seller Cancellation

Seller may cancel a Booking when reasonably necessary or mutually reschedule with Customer.

If Seller cancels without a mutually agreed reschedule:

1. Customer receives a full refund of the amount paid for the Booking, including the Service Price, Booking Platform Fee, and refundable taxes;
2. Seller receives no Seller Settlement Amount;
3. Seller is charged the Seller Cancellation Fee; and
4. Seller bears actual non-refundable Payment Processing Costs attributable to the Seller cancellation if such costs were actually incurred.

If payment remains authorized but uncaptured when Seller cancels, TurtlesEgg may void or release the authorization.

In that circumstance Seller remains responsible for the Seller Cancellation Fee but will not be charged a payment-processing or refund cost that was not actually incurred.

Repeated Seller cancellations may result in additional Reserves, Booking restrictions, investigation, suspension, or termination.

22.11 Last-Minute Bookings

A Last-Minute Booking is a Booking made within twenty-four (24) hours of the scheduled Service start time.

For a Last-Minute Booking, TurtlesEgg may authorize Customer’s payment method at checkout without immediately capturing payment.

Customer has a fifteen (15) minute review and cancellation period beginning when the Last-Minute Booking is placed.

If the scheduled Service begins before the full fifteen-minute period expires, the review period ends at the scheduled Service start time.

If Customer cancels during the applicable review period:

1. TurtlesEgg will void, cancel, or release the payment authorization;
2. Customer receives a full release of the authorized amount;
3. Seller receives no Seller Settlement Amount;
4. TurtlesEgg retains no Booking Platform Fee; and
5. no cancellation charge applies to Customer or Seller.

If Customer does not cancel during the applicable review period, TurtlesEgg may capture the authorized Booking payment at the earlier of:

1. fifteen (15) minutes after the Booking was placed; or
2. the scheduled Service start time.

After the applicable review period expires, the Last-Minute Booking is a final sale for Customer cancellation purposes.

The ordinary Customer cancellation provisions applicable to advance Bookings do not create an additional Customer cancellation right after expiration of the Last-Minute Booking review period.

The final-sale designation does not prevent Customer and Seller from mutually rescheduling, does not eliminate Customer remedies arising from Seller cancellation or Seller failure to provide the Service, and does not limit a right or remedy that applicable law does not permit the parties to waive.

Before Customer completes a Last-Minute Booking, TurtlesEgg may require a separate affirmative acknowledgement explaining the shortened review period and final-sale treatment.

This subsection applies only while TurtlesEgg’s applicable Booking functionality supports the Last-Minute Booking process described herein.

22.12 Booking Verification and Completion Code

Seller must verify the applicable TurtlesEgg Booking or Order information before providing the Service.

Seller may request lawful identity verification where reasonably appropriate and remains responsible for any identification, age verification, professional intake, consent, or other verification legally required for the Service.

Seller may request or enter Customer’s four-digit Booking completion code only after the booked Service has actually been completed.

Seller must not request, pressure Customer to disclose, or enter the completion code before Service completion.

Premature, false, fabricated, or manipulated completion-code use may be treated as transaction manipulation or fraud and may result in settlement reversal, Reserve action, investigation, suspension, or termination.

22.13 Booking Settlement Accounting

For an ordinarily completed Booking, the Service Price forms the basis of Seller’s Gross Seller Settlement before application of applicable Marketplace or referral fees, Payment Processing Costs, Reserves, refunds, adjustments, and other authorized deductions.

For Customer cancellation between 24 hours and 2 hours under Section 22.7, Seller’s Gross Seller Settlement is the fifty-percent portion allocated to Seller.

For Customer cancellation within 2 hours or a valid no-show under Section 22.8, the Booking is treated as a completed full sale for Seller settlement purposes.

The Booking Platform Fee is not part of Seller’s Gross Seller Settlement and is not itself subject to Seller’s Marketplace or referral fee.

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23. Seller-Initiated Product Cancellation

Seller may cancel an accepted Product order when reasonably necessary.

A Seller cancellation includes Seller-attributable non-fulfillment, failure to make an accepted Local Pickup Product available, or another Seller-attributable inability or refusal to complete an accepted Product transaction.

Customer will be made whole in accordance with the applicable payment state and Customer-facing policy.

Seller receives no Seller Settlement Amount for the cancelled Product transaction.

Seller is charged the Seller Cancellation Fee.

Seller also bears actual non-refundable Payment Processing Costs attributable to the Seller cancellation if such costs were actually incurred.

A Customer-initiated cancellation permitted under Section 20 or Section 21 does not constitute a Seller cancellation and does not itself trigger the Seller Cancellation Fee.

Repeated Seller cancellations may result in additional Reserves, restrictions, investigation, suspension, or termination.

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24. Refunds, Returns, Reversals and Chargebacks

TurtlesEgg centrally administers formal transaction-related Customer refunds, payment adjustments, payment reversals, cardholder disputes, chargebacks, and payment-network inquiries for transactions processed through TurtlesEgg checkout.

Seller must promptly provide reasonable evidence requested by TurtlesEgg, including tracking records, delivery evidence, pickup records, Marketplace communications, photographs, Service records, scheduling information, authorized verification records, return information, and completion information.

Seller remains responsible to TurtlesEgg for Seller-related financial losses including applicable refunds, Product returns, chargebacks, payment reversals, payment-network disputes, Seller Cancellation Fees, Transaction Adjustment Fees, Payment Processing Costs attributable to Seller transactions, authorized return-shipping costs, non-fulfillment, Service failures, Seller fraud, counterfeit Products, materially inaccurate listings, unauthorized charges, Product-safety obligations, and other Seller-caused obligations.

Except where a transaction-specific provision expressly states that no Seller charge applies, a post-capture return, refund, payment reversal, or chargeback for which Seller is financially responsible may result in:

1. recovery of the applicable refunded or reversed Seller amount;
2. recovery of actual non-refundable Payment Processing Costs, payment-network costs, refund costs, dispute costs, or chargeback costs;
3. recovery of applicable authorized return-shipping or transaction costs; and
4. the Transaction Adjustment Fee.

The Transaction Adjustment Fee is a Marketplace administrative charge and is separate from actual Payment Processing Costs.

The Transaction Adjustment Fee does not apply merely because Customer cancelled a shipped Product before capture or because a Booking cancellation provision expressly states that no Seller $1 charge applies.

Customer refunds will ordinarily be administered to the original payment method or another method permitted by applicable law and TurtlesEgg’s payment arrangements.

Seller may not redirect Customer refunds to an unrelated person or payment destination.

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25. Seller Payout Cycles

25.1 General

A transaction is not eligible for payout merely because Customer payment has been captured.

A Seller Settlement Amount must first become an Eligible Settlement under this Agreement.

A scheduled payout date refers to TurtlesEgg’s initiation or processing of payout and does not guarantee that Seller’s financial institution will make funds available on that same date.

25.2 Bookings and Local Pickup

Eligible Seller Settlement Amounts arising from Bookings and completed Local Pickup transactions are generally processed through one weekly payout cycle.

Before inclusion in a weekly payout cycle, the applicable Seller Settlement Amount is subject to a minimum three (3) calendar day cooling period following the applicable transaction-completion or settlement event.

For an ordinarily completed Booking, the relevant event is generally verified Service completion.

For a valid no-show or cancellation treated as payable to Seller, the applicable settlement event is determined under Section 22.

For Local Pickup, the relevant event is physical handoff and valid pickup-code confirmation.

After the three-calendar-day cooling period expires, the Seller Settlement Amount must satisfy all other applicable settlement requirements.

TurtlesEgg’s current operational weekly payout day may be Tuesday. The particular weekday is an operational schedule and not a vested contractual entitlement. TurtlesEgg may change the weekly payout day for banking, provider, holiday, security, compliance, reconciliation, risk-management, or operational reasons.

If the cooling period or another settlement condition has not been satisfied by the applicable weekly cutoff, the Seller Settlement Amount rolls forward to a subsequent weekly payout cycle.

25.3 Shipped Product Payout Schedule

Eligible Seller Settlement Amounts for shipped Products are generally processed through payout cycles scheduled for the 1st and 15th of each month.

A shipped Product transaction does not become eligible for payout merely because the Product has been shipped.

Successful delivery must first be confirmed.

Following confirmed delivery, the transaction is subject to a minimum seven (7) calendar day post-delivery hold.

After that hold has fully expired, the transaction must satisfy all other applicable settlement requirements, including Seller Reserve requirements, refunds, returns, disputes, chargebacks, fraud review, investigations, Seller verification, adjustments, offsets, and authorized restrictions.

To be included in a scheduled shipped-Product payout cycle, the transaction must become fully Eligible Settlement no later than seven (7) calendar days before the applicable scheduled payout date.

Accordingly:

1. to qualify for the payout cycle scheduled for the 15th, the transaction must be fully Eligible Settlement by the applicable cutoff seven calendar days before the 15th; and
2. to qualify for the payout cycle scheduled for the 1st, the transaction must be fully Eligible Settlement by the applicable cutoff seven calendar days before the 1st.

If the transaction becomes eligible after the applicable cutoff, it automatically rolls forward to the next scheduled shipped-Product payout cycle, provided it remains eligible at that time.

For illustration only, if the scheduled payout date is September 15 and the applicable eligibility cutoff is September 8, a Product delivered September 1 may complete its seven-day post-delivery hold by September 8 and, if all other settlement requirements are satisfied by the cutoff, may qualify for the September 15 payout cycle. A Product delivered September 2 would ordinarily complete its seven-day hold after the September 8 cutoff and would therefore roll forward to the next applicable payout cycle.

25.4 Authorized Delays

Any payout may be delayed where reasonably necessary because of Seller Reserves, refunds, returns, disputes, chargebacks, investigations, fraud review, verification requirements, payout-destination review, sanctions screening, insurance or compliance issues, banking processing, provider processing, weekends, holidays, system outages, legal restrictions, or other authorized compliance, security, risk, reconciliation, or operational conditions.

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26. Seller Payout Security and Destination Changes

Where provider-hosted onboarding is available, Seller will provide complete bank or payout information directly to TurtlesEgg’s approved payout provider.

TurtlesEgg does not intend to store Seller’s complete raw bank-account or routing information in its application database where provider-hosted onboarding is available.

TurtlesEgg may retain masked information, provider references, verification status, payout status, and transaction references.

Any request to add, replace, or materially modify Seller’s payout destination may trigger enhanced verification and a temporary payout pause.

TurtlesEgg or its provider may require additional identity, ownership, authorized-representative, device, business, or payout-account verification.

TurtlesEgg may reject any payout destination that cannot be satisfactorily verified as belonging to Seller or Seller’s verified business.

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27. Seller Subscription Payment Method and Tokenization

Seller must maintain a valid payment method for applicable Seller-plan charges and authorized Seller obligations.

Where supported, Seller payment-card information will be vaulted or tokenized by an approved Payment Service Provider.

TurtlesEgg does not intend to store Seller’s complete payment-card number or card security code in its application database.

Seller authorizes TurtlesEgg, through its approved Payment Service Provider, to use the stored or tokenized payment credential for:

1. recurring Seller subscription charges;
2. Seller-plan renewals;
3. Advertising Subscriptions purchased using that payment method; and
4. actual Seller obligations validly owed under this Agreement when Seller Reserves and other amounts otherwise payable to Seller are insufficient.

For an actual Seller obligation, TurtlesEgg will generally apply available amounts in the following order:

1. Seller Reserves;
2. pending or future Seller Settlement Amounts;
3. other valid contractual offsets; and
4. only if those amounts are insufficient, an authorized charge to Seller’s tokenized payment method.

A recovery charge other than an ordinary subscription or separately authorized purchase may be subject to manual finance review.

TurtlesEgg will not charge Seller’s tokenized payment method solely to create or replenish a Seller Reserve.

If an authorized recovery charge fails, Seller remains responsible for the deficiency and TurtlesEgg may restrict Seller’s account, settlement, listings, Bookings, or payouts.

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28. Setoff, Settlement Adjustments and Negative Seller Obligations

TurtlesEgg may set off valid amounts Seller owes against Seller Reserves, pending Seller Settlement Amounts, future Seller Settlement Amounts, credits otherwise payable to Seller, or other amounts TurtlesEgg owes Seller.

Such amounts may include refunds, returns, chargebacks, reversals, Payment Processing Costs, Seller Cancellation Fees, Transaction Adjustment Fees, subscription charges, Advertising Subscription charges, tax corrections, Ledger corrections, overpayments, duplicate payouts, indemnification obligations, or other amounts validly owed under this Agreement.

If available amounts are insufficient, Seller remains contractually responsible for the deficiency.

Suspension, termination, or account closure does not extinguish Seller’s repayment obligations.

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29. Marketplace Fees, Seller Plans and Fee Schedule

Seller agrees to pay fees and charges associated with Seller’s selected plan and Marketplace activity.

Fees may include subscription fees, Marketplace or referral fees, Advertising Subscription fees, promotional fees, Seller Cancellation Fees, Transaction Adjustment Fees, Payment Processing Costs, Seller-attributable refund or dispute costs, and other charges disclosed through the applicable Seller plan, SellerHub, Seller enrollment, transaction detail, pricing disclosure, or fee schedule.

Seller’s then-current Marketplace fees, referral fees, subscription charges, Advertising Subscription charges, and other variable Marketplace charges are governed by the applicable Seller plan, pricing disclosure, or fee schedule made available by TurtlesEgg, including Seller pricing information available at:

TurtlesEgg.com/sell-on-turtlesegg

The applicable Seller pricing and fee schedule is incorporated into this Agreement by reference.

The applicable Marketplace or referral fee is determined by Seller’s then-current Seller plan, pricing disclosure, or fee schedule.

The master Seller Terms are not required to state every current percentage, rate, fixed charge, or third-party processing cost.

TurtlesEgg may establish or modify Marketplace fees, referral fees, subscription fees, Advertising Subscription fees, calculation methodologies, or other variable Marketplace charges prospectively by updating the applicable pricing or fee schedule and providing any notice required by this Agreement or applicable law.

A change to an amount, percentage, rate, calculation methodology, or charge stated in an applicable pricing or fee schedule does not, by itself, require republication of the entire Seller Terms.

If a pricing or fee schedule conflicts with this Agreement regarding whether TurtlesEgg is authorized to impose a particular category of Seller charge, this Agreement controls.

The then-current pricing or fee schedule controls the applicable amount, percentage, rate, or methodology of an authorized variable fee unless this Agreement expressly provides otherwise.

The Booking Platform Fee is separate from Seller’s Gross Seller Settlement.

TurtlesEgg may deduct authorized fees and charges from Seller Settlement Amounts.

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30. Transaction Taxes and Marketplace Tax Obligations

30.1 Nationwide Marketplace Transaction Taxes

TurtlesEgg operates a Marketplace involving Sellers, Customers, Products, Services, and transactions throughout the United States.

Transaction-tax obligations vary by state, locality, transaction type, Product type, Service type, nexus, Marketplace status, registration status, statutory threshold, and other applicable legal requirements.

Where applicable law requires TurtlesEgg to calculate, collect, report, or remit sales, use, marketplace, gross-receipts, or similar transaction taxes on a Marketplace transaction, TurtlesEgg may perform those obligations.

30.2 State and Local Marketplace Obligations

TurtlesEgg may register, calculate, collect, report, and remit transaction taxes in additional states and jurisdictions as applicable physical-presence, economic-nexus, marketplace-facilitator, marketplace-provider, marketplace-operator, or similar statutory obligations become applicable.

Nothing in this Agreement represents that TurtlesEgg currently has a transaction-tax collection obligation in every state or that every Product, Service, or Booking is taxable in every jurisdiction.

30.3 Florida Marketplace Provider Certification

For qualifying taxable retail sales of tangible personal property facilitated through the TurtlesEgg Marketplace in Florida, where Florida law requires TurtlesEgg to act as a marketplace provider and dealer, TurtlesEgg certifies to Seller that TurtlesEgg will collect and remit Florida sales and use tax imposed on taxable Marketplace sales for which TurtlesEgg has the statutory collection responsibility.

30.4 No Duplicate Florida Collection

Where TurtlesEgg has the legal responsibility to collect and remit Florida sales tax for a Marketplace transaction, Seller must not separately collect or remit that same Florida sales tax from Customer for the same Marketplace sale.

Seller remains responsible for taxable transactions occurring outside TurtlesEgg to the extent applicable law places that responsibility on Seller.

30.5 Accurate Tax Information

Seller must provide accurate Product, Service, business, exemption, location, and other information reasonably necessary for TurtlesEgg to determine applicable tax treatment.

Seller must promptly notify TurtlesEgg if Seller becomes aware that information relevant to tax treatment is materially incorrect.

To the extent permitted by law, Seller is responsible for loss resulting from materially inaccurate or incomplete tax-related information supplied by Seller.

30.6 Services and Bookings

Marketplace-facilitator or marketplace-provider treatment applicable to tangible personal property does not automatically determine the tax treatment of Services or Bookings.

TurtlesEgg will administer transaction-tax obligations applicable to Services and Bookings according to governing law.

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31. Seller Taxes and Information Reporting

Except for transaction taxes TurtlesEgg is legally required to collect or remit, Seller remains responsible for Seller’s own income, payroll, franchise, business, occupational, licensing, and other Seller-specific tax obligations.

Seller must provide taxpayer identification information and tax documentation reasonably required by TurtlesEgg, an approved provider, or applicable law.

TurtlesEgg or an approved provider may verify taxpayer information and prepare, furnish, or file information returns where legally required.

Use of a particular Payment Service Provider does not by itself determine which entity has legal responsibility for a particular information return.

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32. Fraud Prevention and Transaction Security

TurtlesEgg may use transaction-risk and fraud controls including cardholder authentication, address verification, security-code verification, velocity controls, device analysis, IP-risk analysis, transaction monitoring, provider-supplied fraud tools, Seller verification, manual review, and other reasonable controls.

TurtlesEgg may decline, challenge, delay, cancel, restrict, reverse, or review transactions presenting elevated fraud, security, compliance, regulatory, or financial risk.

No fraud-control system is guaranteed to prevent every fraudulent or unauthorized transaction.

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33. Seller Account Security and Security Incidents

33.1 Seller Account Security

Seller is responsible for safeguarding SellerHub credentials, devices, authorized-user access, authentication methods, and account recovery mechanisms.

Seller must promptly notify TurtlesEgg of suspected unauthorized access, account takeover, payout diversion, fraudulent transactions, unauthorized account changes, unauthorized payout changes, or suspicious Marketplace activity.

Seller may not create fictitious transactions, falsify shipment or delivery, prematurely enter pickup or completion codes, manipulate settlement eligibility, or circumvent Marketplace security controls.

TurtlesEgg may require multi-factor authentication, reauthentication, device verification, or other reasonable security measures.

33.2 Seller Data and Security Incident Notification

Seller must maintain reasonable administrative, technical, organizational, and physical safeguards appropriate to Customer information, Marketplace information, account credentials, transaction records, and other protected information received or accessed through TurtlesEgg.

Seller must promptly and without undue delay notify TurtlesEgg after discovering or reasonably suspecting unauthorized access to, acquisition of, use of, disclosure of, loss of, alteration of, or compromise involving:

1. Customer information obtained through TurtlesEgg;
2. SellerHub credentials or Marketplace authentication information;
3. TurtlesEgg confidential information;
4. transaction, Booking, fulfillment, or Customer records obtained through the Marketplace; or
5. a Seller system or third-party service where the incident could reasonably affect TurtlesEgg, a Customer, a Marketplace transaction, or Marketplace security.

Seller must reasonably cooperate with TurtlesEgg in investigating, containing, documenting, and remediating the incident and in satisfying legally required notifications, Customer communications, regulatory obligations, or security measures.

Seller may not make a public statement purporting to speak on behalf of TurtlesEgg regarding a security incident without TurtlesEgg’s authorization, except where Seller is independently required by law to make such statement.

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34. Customer Information, Privacy and Buyer-Seller Communications

34.1 Permitted Customer Information Use

Seller may use Customer information obtained through TurtlesEgg only as reasonably necessary to fulfill a Product order, perform a Booking, provide transaction-related support, comply with law, or perform another use specifically authorized by Customer or applicable TurtlesEgg policy.

Seller may not sell Customer information, use it for unrelated purposes, improperly disclose it, misuse payment information, or add Customers to independent marketing lists without legally sufficient authorization.

Seller must maintain reasonable safeguards appropriate to Customer information Seller receives or maintains.

34.2 Marketplace Communications

Seller may communicate with Customers through TurtlesEgg messaging and other approved methods for legitimate Product, Local Pickup, Booking, return, refund, exchange, delivery, warranty, customization, appointment, and customer-service purposes.

TurtlesEgg may retain and review Marketplace communications for Buyer Protection, support, fraud prevention, security, policy enforcement, transaction administration, dispute administration, and legitimate Marketplace operations.

34.3 No Off-Platform Diversion

Seller may not use Customer information or communications to redirect a TurtlesEgg transaction outside the Marketplace or request Customer payment by cash, external payment link, QR code, peer-to-peer service, bank transfer, social-media payment, or another method intended to bypass TurtlesEgg.

Seller may not impose an unauthorized price increase, surcharge, deposit, cancellation charge, or other amount outside the confirmed Marketplace transaction.

Seller may not request Customer passwords, one-time account-security codes, full payment-card credentials, Local Pickup codes before physical handoff, or Booking completion codes before Service completion.

34.4 Unauthorized Side Agreements

TurtlesEgg is not a party to unauthorized private side agreements, promises, commitments, quotations, discounts, warranties, payment arrangements, or additional charges independently made between Seller and Customer outside the Marketplace unless expressly authorized by TurtlesEgg.

Seller remains responsible for Seller’s own representations, conduct, charges, promises, and legal obligations arising from such activity.

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35. Third-Party Integrations and Google Calendar

35.1 Third-Party Integrations

TurtlesEgg may allow Seller to connect approved third-party commerce, shipping, calendar, inventory, point-of-sale, order-management, or other services.

Seller is responsible for authorizing integrations, maintaining third-party accounts, ensuring Seller has authority to transmit relevant information, reviewing synchronized information, and correcting Seller-controlled source data.

Third-party services remain governed by their own terms, functionality, security practices, and policies.

35.2 Google Calendar

If Seller connects Google Calendar, Seller authorizes TurtlesEgg to access Google Calendar data Seller authorizes solely as necessary to support Seller’s TurtlesEgg Booking and availability workflow.

TurtlesEgg may use authorized Google Calendar data to allow Seller to select a calendar, check availability, create TurtlesEgg Booking events, update or remove TurtlesEgg-created events, and manage Booking synchronization.

TurtlesEgg does not sell Google Calendar data.

TurtlesEgg does not use Google Calendar data for advertising, unrelated marketing, credit decisions, or unrelated profiling.

Private Google Calendar event details are not displayed to Customers except to the limited extent necessary to communicate availability.

TurtlesEgg does not use Google Calendar data to train generalized artificial-intelligence or machine-learning models.

Human access to Google user data is restricted except where Seller affirmatively authorizes access for support, access is necessary for security or abuse investigation, access is legally required, or another use is permitted under applicable Google policies.

35.3 Disconnection

Seller may disconnect Google Calendar through supported TurtlesEgg settings or revoke TurtlesEgg authorization through Seller’s Google account.

Following disconnection, TurtlesEgg will discontinue ongoing synchronization for that connection and will delete or invalidate stored authorization credentials in accordance with applicable retention processes, subject to legally required, fraud-prevention, transaction-record, audit, or security-related retention.

35.4 Google API Limited Use

TurtlesEgg’s use and transfer of information received from Google APIs will comply with the Google API Services User Data Policy, including applicable Limited Use requirements.

If TurtlesEgg materially changes how it uses Google user data, TurtlesEgg will update applicable disclosures and obtain additional authorization where required.

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36. Seller Content and License

Seller represents and warrants that Seller owns or has sufficient rights to all Product listings, Service listings, photographs, descriptions, trademarks, logos, text, video, and other content Seller submits or makes available through TurtlesEgg (“Seller Content”).

Seller grants TurtlesEgg a non-exclusive, worldwide, royalty-free, transferable and sublicensable license during Seller’s Marketplace participation and for a reasonable archival period thereafter to host, reproduce, format, technically adapt, display, distribute, advertise, market, promote, and otherwise use Seller Content as reasonably necessary to operate and promote the Marketplace and Seller’s offerings.

Seller may not provide Seller Content that infringes another person’s intellectual-property, privacy, publicity, or other legal rights.

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37. Intellectual Property and Copyright Complaints

TurtlesEgg and its licensors retain all right, title, and interest in the Marketplace, software, interface, branding, trademarks, designs, documentation, and other TurtlesEgg content.

Seller may not copy, reverse engineer, decompile, scrape, reproduce, distribute, commercially exploit, or create derivative works from the Marketplace except as expressly permitted by TurtlesEgg or applicable law.

TurtlesEgg may remove or disable content alleged to infringe intellectual-property rights and may suspend or terminate repeat infringers in accordance with applicable law and Marketplace policy.

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38. Ratings, Reviews and Seller Feedback

Customer ratings, reviews, photographs, videos, and other feedback may appear in connection with Seller, Products, or Services.

TurtlesEgg may invite Customers to provide honest reviews following Marketplace transactions.

Seller may not manipulate reviews, purchase false reviews, provide undisclosed compensation for reviews, retaliate against Customers for lawful reviews, require removal of a truthful review as a condition of support, or condition fulfillment or refund rights on a positive review.

TurtlesEgg may moderate, restrict, decline to publish, or remove content where reasonably necessary to enforce Marketplace policies, protect Marketplace integrity, address fraud, or comply with law.

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39. Communications and Electronic Records

Seller agrees to receive account, transaction, compliance, legal, security, payout, tax, insurance, operational, policy, pricing, and other communications electronically through SellerHub, Seller’s registered email address, Marketplace notifications, text message where authorized, or another reasonable electronic method.

Electronic agreements, notices, disclosures, confirmations, and records provided by TurtlesEgg have the same legal effect as written communications to the fullest extent permitted by law.

Seller is responsible for maintaining current email, telephone, business, payout, insurance, and legal-notice information.

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40. Records, Audit and Governmental Cooperation

40.1 Records and Audit Cooperation

Seller must maintain reasonable records necessary to substantiate Seller’s Marketplace transactions and legal compliance, including records concerning Products, Services, suppliers, fulfillment, shipment, delivery, licensing, insurance, taxes, Customer complaints, recalls, refunds, returns, and transaction evidence.

Seller must reasonably cooperate with TurtlesEgg concerning Customer disputes, refunds, chargebacks, fraud investigations, fulfillment, shipping, Local Pickup, Booking completion, tax matters, acquiring-bank reviews, Payment Service Provider reviews, insurance matters, audits, and governmental or regulatory requests.

40.2 Governmental and Product-Compliance Cooperation

Seller must promptly and reasonably cooperate with TurtlesEgg in connection with governmental, regulatory, law-enforcement, product-safety, consumer-protection, tax, licensing, sanctions, payment-network, acquiring-bank, Payment Service Provider, or other lawful inquiries relating to Seller, Seller’s Products or Services, or Seller’s Marketplace transactions.

Such cooperation may include providing records, Product documentation, safety information, supply-chain information, licenses, certifications, transaction evidence, Customer-remediation information, recall records, test results, insurance records, or other information reasonably necessary to respond to an applicable inquiry.

Seller must promptly notify TurtlesEgg of any governmental action, subpoena, investigation, Product recall, stop-sale order, warning, suspension, license restriction, enforcement action, or similar matter that could materially affect Seller’s ability to lawfully offer, fulfill, deliver, or perform Products or Services through the Marketplace.

Nothing in this Section requires Seller to waive a legally protected privilege or disclose information prohibited from disclosure by applicable law.

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41. Licenses, Permits, Insurance and Professional Requirements

41.1 Licenses and Professional Requirements

Seller is responsible for maintaining all licenses, permits, registrations, professional qualifications, certifications, and approvals legally required for Seller’s Products, Services, business, employees, contractors, or Marketplace activities.

A Seller offering a regulated, professional, health-related, personal-care, age-restricted, transportation-related, or otherwise regulated Product or Service must continuously maintain all requirements applicable to that activity.

41.2 Mandatory Insurance

Seller must, at Seller’s own expense, maintain throughout Seller’s participation in the Marketplace insurance coverage that is commercially reasonable and customary for businesses offering Products or Services of the type offered by Seller and sufficient to address risks reasonably associated with Seller’s business and Marketplace activity.

Applicable coverage may include, as appropriate:

1. commercial general liability insurance;
2. product liability and products-completed-operations coverage;
3. professional liability or errors-and-omissions insurance;
4. workers’ compensation and employer liability insurance where applicable;
5. commercial automobile liability where Seller performs delivery or transportation activities; and
6. other insurance required by applicable law, professional regulation, Seller’s industry, Marketplace category, or an applicable TurtlesEgg requirement.

Seller’s legal business must be properly identified as the named insured under Seller’s applicable policy.

Seller must cause Turtles Egg Inc. to be named as an additional insured under Seller’s applicable commercial general liability, product liability, products-completed-operations, and other applicable liability coverage with respect to claims arising from Seller’s Products, Services, operations, or Marketplace activities, to the extent such additional-insured status is applicable and legally or commercially available.

If an applicable additional-insured endorsement is unavailable in Seller’s insurance market, Seller must promptly notify TurtlesEgg upon request and provide reasonable evidence of the limitation.

Seller must maintain required insurance continuously whether or not TurtlesEgg has requested evidence of coverage.

TurtlesEgg may request at any time a certificate of insurance, additional-insured endorsement, policy declaration, evidence of renewal, or other reasonable documentation demonstrating compliance.

Seller must promptly notify TurtlesEgg if required coverage is cancelled, materially reduced, expires without renewal, or otherwise ceases to satisfy this Section.

TurtlesEgg may establish commercially reasonable minimum coverage types, limits, insurer requirements, additional-insured requirements, or category-specific insurance requirements for particular Products, Services, Seller categories, transaction volumes, or risk profiles.

TurtlesEgg’s failure to request evidence of insurance does not waive Seller’s obligation to maintain required coverage.

Seller’s failure to maintain required insurance or provide satisfactory evidence upon request may result in listing restrictions, Booking restrictions, payout restrictions, suspension, or termination.

Insurance maintained by Seller does not limit Seller’s liability, indemnification obligations, repayment obligations, or other responsibilities under this Agreement.

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42. Suspension and Termination

TurtlesEgg may suspend, restrict, or terminate Seller’s Marketplace privileges where reasonably necessary because of material breach of this Agreement, fraud or suspected fraud, unlawful activity, account compromise, unacceptable financial risk, repeated Customer harm, repeated Seller cancellations, elevated refund or chargeback activity, inaccurate Seller information, Product-safety concerns, recall issues, licensing deficiencies, insurance deficiencies, payout-security concerns, provider requirements, governmental requirements, or other material Marketplace-protection concerns.

TurtlesEgg may take action immediately where reasonably necessary to protect Customers, payment systems, Marketplace security, regulated activities, or TurtlesEgg from actual or reasonably anticipated material harm.

Suspension or termination does not eliminate existing Seller obligations, accelerate pending settlement, release Seller Reserves, eliminate refunds or chargebacks, eliminate negative Seller obligations, prevent investigation, or waive rights arising before suspension or termination.

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43. Account Closure and Reserve Release

Seller may request account closure subject to outstanding Marketplace obligations.

Closing, suspending, or terminating a Seller account does not cause immediate release of the Minimum Seller Reserve or an additional risk Reserve.

TurtlesEgg may maintain applicable Seller Reserves until all relevant Product transactions, deliveries, return periods, refund periods, Bookings, cancellations, Customer claims, payment disputes, chargeback periods, fraud reviews, investigations, recalls, regulatory matters, and other Seller-related financial exposures have been resolved, expired, or adequately provided for.

The ordinary active-account Reserve recalculation and release methodology under Section 18 does not require TurtlesEgg to release Seller Reserve amounts during account closure while unresolved exposure remains.

After all Seller obligations and applicable exposure periods have been satisfied, any remaining amount eligible for settlement will be released through TurtlesEgg’s approved payout process.

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44. Unclaimed Seller Property

Seller must maintain accurate contact, address, tax, and payout information.

If a Seller Settlement Amount or other property becomes payable but remains unclaimed or cannot be delivered, TurtlesEgg will handle, report, and remit the property in accordance with applicable unclaimed-property law.

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45. Survival of Seller Obligations

Provisions that by their nature should survive suspension, termination, expiration, or account closure will survive, including refund, return, chargeback, repayment, negative-balance, Reserve, tax, information-reporting, insurance-related claim, recall, product-safety, privacy, security, confidentiality, intellectual-property, indemnification, limitation-of-liability, fraud-investigation, unclaimed-property, Ledger correction, and dispute-resolution obligations.

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46. Confidentiality and Nonpublic Marketplace Information

Seller may receive nonpublic information concerning SellerHub, Marketplace operations, fraud controls, security procedures, pricing tools, APIs, Customers, settlement systems, financial processes, or other confidential TurtlesEgg information.

Seller may use such information only as reasonably necessary to participate in the Marketplace and may not disclose or misuse it except as authorized by TurtlesEgg or required by law.

This Section does not restrict information Seller can demonstrate was lawfully public through no breach of this Agreement, was lawfully known to Seller without a confidentiality obligation, or was independently developed without use of TurtlesEgg confidential information.

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47. Warranty Disclaimer

THIS SECTION IS AN ESSENTIAL PART OF THIS AGREEMENT.

THE MARKETPLACE, SELLERHUB, SOFTWARE, INTEGRATIONS, REPORTS, MARKETING TOOLS, PAYMENT-RELATED TECHNOLOGY, AND OTHER TURTLESEGG SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TURTLESEGG DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

TURTLESEGG DOES NOT GUARANTEE MINIMUM SALES, BOOKINGS, TRAFFIC, PROFITABILITY, CONTINUOUS OR ERROR-FREE SERVICE, CONTINUOUS THIRD-PARTY INTEGRATIONS, APPROVAL OR CONTINUED SERVICE BY A PARTICULAR PAYMENT SERVICE PROVIDER, EXACT CUSTOMER PAYMENT ACCEPTANCE, EXACT PAYOUT RECEIPT TIMING, OR THAT FRAUD OR SECURITY CONTROLS WILL PREVENT EVERY FRAUDULENT OR UNAUTHORIZED TRANSACTION.

NOTHING IN THIS SECTION ELIMINATES TURTLESEGG’S OBLIGATION TO PAY A VALID SELLER SETTLEMENT AMOUNT THAT HAS BECOME PAYABLE UNDER THIS AGREEMENT.

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48. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TURTLESEGG AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE TO SELLER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, LOST OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE MARKETPLACE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, TURTLESEGG DOES NOT ASSUME LIABILITY FOR LOSSES, CHARGES, PAYMENT OBLIGATIONS, PROMISES, REPRESENTATIONS, SIDE AGREEMENTS, OR DISPUTES ARISING FROM UNAUTHORIZED OFF-PLATFORM ARRANGEMENTS OR COMMUNICATIONS BETWEEN SELLER AND A CUSTOMER THAT ARE NOT EXPRESSLY AUTHORIZED OR CONFIRMED THROUGH THE MARKETPLACE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TURTLESEGG’S AGGREGATE LIABILITY TO SELLER ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

The foregoing limitation does not reduce, eliminate, or otherwise affect any valid Seller Settlement Amount arising from transactions processed through the TurtlesEgg Marketplace that TurtlesEgg is contractually obligated to pay Seller after all applicable settlement conditions, Reserves, refunds, adjustments, chargebacks, offsets, and other authorized deductions have been satisfied.

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49. Indemnification

Seller agrees to defend, indemnify, and hold harmless Turtles Egg Inc., its affiliates, officers, directors, employees, agents, contractors, Payment Service Providers, and other service providers from and against third-party claims, liabilities, damages, penalties, judgments, losses, costs, expenses, and reasonable attorneys’ fees arising out of or relating to:

• Seller’s Products or Services;
• Seller’s listings, Seller Content, or advertising;
• Seller’s fulfillment or failure to fulfill;
• Product defects, recalls, safety issues, injuries, property damage, or product-liability claims attributable to Seller or Seller’s Products;
• Seller-caused Customer claims, refunds, chargebacks, injuries, or property damage;
• Seller’s violation of law, licensing, tax, privacy, security, sanctions, professional, insurance, or regulatory obligations;
• infringement of third-party rights by Seller or Seller Content;
• Seller’s misuse of Customer information;
• unauthorized off-platform payment requests, side agreements, price increases, added charges, or solicitations;
• Seller’s fraud, negligence, willful misconduct, or security failures; or
• Seller’s material breach of this Agreement.

TurtlesEgg may assume control of the defense of a matter subject to indemnification, and Seller will reasonably cooperate.

Nothing in this Section requires Seller to indemnify TurtlesEgg for liability that applicable law prohibits TurtlesEgg from shifting to Seller.

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50. Force Majeure

TurtlesEgg will not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, government action, sanctions, utility outages, telecommunications failures, internet failures, cyberattacks not caused by TurtlesEgg’s willful misconduct, banking outages, payment-network outages, Payment Service Provider failures, carrier delays, or shortages of energy, labor, or materials.

This Section does not excuse payment of amounts already due where payment remains legally and technically possible.

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51. Changes to Services, Providers, Fees and Seller Terms

51.1 Provider and Service Changes

TurtlesEgg may change its acquiring bank, Payment Service Provider, payment gateway, financial institution, payout provider, fraud provider, tax provider, technical provider, integration provider, or other service provider.

Such provider change does not alter Seller’s fundamental contractual settlement relationship with TurtlesEgg.

51.2 Pricing and Fee Changes

TurtlesEgg may prospectively change fees, rates, percentages, pricing methodologies, Seller plans, subscription charges, Advertising Subscription pricing, or other variable charges reflected in an applicable pricing or fee schedule.

Where required by this Agreement or applicable law, TurtlesEgg will provide appropriate notice before such changes become effective.

A change solely to an authorized variable amount, percentage, rate, fee, or pricing methodology reflected in an incorporated pricing or fee schedule does not require republication of the entire Seller Terms.

51.3 Amendments to Seller Terms

TurtlesEgg may modify, supplement, add to, or remove provisions of this Agreement or incorporated Seller policies.

TurtlesEgg may provide notice by posting the updated Agreement through the Marketplace or SellerHub, sending notice to Seller’s registered email address, or providing another reasonable Marketplace notification.

For a material update to this Agreement, TurtlesEgg will make the updated Agreement reasonably available and provide Seller notice through SellerHub, registered email, or another appropriate electronic method.

An amendment becomes effective on the date stated in the applicable notice or updated Agreement.

Seller’s continued access to or use of the Marketplace after an amendment becomes effective constitutes Seller’s acceptance of the amended Agreement to the extent permitted by applicable law.

Continued use may include maintaining or publishing listings, accepting or fulfilling orders, accepting or performing Bookings, engaging in new Marketplace transactions, purchasing Marketplace Seller services, or receiving settlement services arising from continued Marketplace activity.

If Seller does not agree to an amendment, Seller must discontinue new Marketplace activity and request account closure before the amendment becomes effective.

Account closure does not eliminate outstanding orders, Bookings, returns, refunds, chargebacks, Reserves, settlement adjustments, repayment obligations, tax obligations, investigations, recalls, or other surviving obligations.

TurtlesEgg may make an amendment effective immediately where reasonably necessary for fraud prevention, account security, cybersecurity, Marketplace integrity, financial-institution requirements, payment-network requirements, governmental or regulatory requirements, or urgent financial or Customer-protection risk.

No amendment proposed by Seller binds TurtlesEgg unless set forth in a writing executed by an authorized representative of TurtlesEgg.

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52. Binding Arbitration, Class Action Waiver and Jury Trial Waiver

PLEASE REVIEW THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL BINDING ARBITRATION AND INCLUDES CLASS, REPRESENTATIVE ACTION, AND JURY TRIAL WAIVERS.

52.1 Covered Disputes

Except for exclusions expressly stated in this Section, “Dispute” means any claim, controversy, or dispute between Seller and TurtlesEgg arising out of or relating to this Agreement, the Marketplace, Seller’s account, Products, Services, Bookings, payment collection, Seller settlement, Seller Reserves, refunds, chargebacks, fees, payouts, privacy, security, communications, suspension, termination, or any aspect of the Seller relationship, whether arising under contract, tort, statute, fraud, misrepresentation, equity, or another legal theory and whether arising before or after account closure.

52.2 Informal Dispute Notice

Before commencing arbitration, the party asserting a Dispute must provide written notice describing the nature of the Dispute, factual basis of the claim, and requested relief and allow at least thirty (30) days for good-faith efforts to resolve the matter.

Seller may send such notice to [email protected].

TurtlesEgg may send such notice to Seller’s registered email address or another contact method permitted under this Agreement.

52.3 Binding Individual Arbitration

Except for claims expressly excluded under this Section, any Dispute that is not resolved through the informal dispute-resolution process will be resolved exclusively through final and binding individual arbitration administered by JAMS.

Seller and TurtlesEgg agree that arbitration under this Agreement is bilateral and individual in nature.

Neither Seller nor TurtlesEgg consents to arbitration on a class, collective, consolidated, representative, mass, coordinated, or private-attorney-general basis.

Unless Seller and TurtlesEgg expressly agree otherwise in writing, the arbitrator may adjudicate only the individual claims of the parties to the particular arbitration and may award relief only to the extent necessary to resolve those individual claims.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement to the fullest extent applicable.

Unless the parties agree otherwise, arbitration will proceed under the JAMS rules applicable to the commercial dispute.

The arbitration will take place in or near Collier County, Florida, or remotely if agreed by the parties or permitted under applicable arbitration rules.

52.4 Authority of the Arbitrator

Except to the extent applicable law requires a court to decide a particular issue, the arbitrator will have exclusive authority to resolve any dispute concerning the interpretation, applicability, scope, formation, validity, or enforceability of this arbitration agreement, including any contention that all or any portion of this arbitration agreement is void, voidable, or otherwise unenforceable.

The arbitrator will have authority to determine the arbitrator’s own jurisdiction and whether a particular claim is subject to arbitration.

The arbitrator may grant any individual remedy or relief that would otherwise be available to the individual claimant under applicable law and this Agreement, but may not grant relief for or against a person or entity that is not a party to the individual arbitration.

Nothing in this subsection authorizes an arbitrator to conduct or administer a class, collective, consolidated, mass, coordinated, representative, or private-attorney-general proceeding.

52.5 Class, Collective, Mass and Representative Action Waiver

To the fullest extent permitted by applicable law, Seller and TurtlesEgg agree that each party may assert claims against the other only in that party’s individual capacity.

Seller and TurtlesEgg waive any right to have a Dispute brought, heard, administered, resolved, or arbitrated as a class action, collective action, consolidated action, mass action, coordinated action, representative action, private-attorney-general action, or other proceeding in which a party seeks to act in a representative capacity for other persons or entities.

Unless Seller and TurtlesEgg expressly consent in writing:

1. no arbitrator may consolidate or combine the claims of more than one Seller or claimant;
2. no arbitrator may preside over a class, collective, consolidated, mass, coordinated, representative, or private-attorney-general proceeding;
3. no arbitration may be joined with another arbitration involving a different Seller or claimant; and
4. any remedy awarded must be limited to the individual party seeking relief and may not adjudicate or determine rights of other Sellers, Customers, or Marketplace participants.

The parties intend this waiver to be enforced to the maximum extent permitted by applicable law.

If a court of competent jurisdiction finally determines that applicable law prohibits enforcement of this waiver with respect to a particular claim or request for relief, only that claim or request for relief will proceed in court to the extent required by applicable law, and all remaining arbitrable claims will remain subject to individual arbitration.

52.6 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER AND TURTLESEGG KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO HAVE A DISPUTE SUBJECT TO THIS ARBITRATION AGREEMENT DECIDED BY A JUDGE OR JURY IN COURT.

The parties acknowledge that arbitration replaces the right to a civil trial before a judge or jury for claims required to be arbitrated under this Agreement.

52.7 Small Claims and Certain Injunctive Relief

Either party may pursue an individual claim in small claims court if the claim qualifies and is pursued only on an individual basis.

A party may seek temporary or emergency injunctive relief from a court of competent jurisdiction concerning intellectual property, confidentiality, fraud, account security, unauthorized system access, or another circumstance in which immediate judicial relief is legally appropriate, without waiving arbitration of the underlying Dispute.

Nothing in this Section prevents Seller from bringing a matter to the attention of a governmental agency where applicable law permits.

52.8 Arbitration Costs

Arbitration fees and costs will be allocated in accordance with applicable JAMS rules and applicable law.

Each party is responsible for its own attorneys’ fees and expert costs except where applicable law or an arbitration award provides otherwise.

52.9 Survival and Severability

This Section 52, including the agreement to arbitrate, class and representative action waiver, mass and consolidated action waiver, and jury trial waiver, survives suspension, termination, expiration, account closure, and cessation of Seller’s Marketplace use.

Except as expressly provided in Section 52.5, if any portion of this Section is determined to be invalid or unenforceable, the remaining portions will remain in full force and effect to the maximum extent permitted by applicable law.

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53. Governing Law and Venue

This Agreement and any Dispute not subject to arbitration are governed by the laws of the State of Florida and applicable federal law, including the Federal Arbitration Act, without regard to conflict-of-law principles that would require application of another jurisdiction’s substantive law.

For any action not subject to arbitration or properly eligible for small claims court, Seller and TurtlesEgg consent to exclusive jurisdiction and venue in the state courts located in Collier County, Florida, or the applicable federal court serving that jurisdiction.

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54. Contractual Limitations Period

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MARKETPLACE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES OR THE CLAIM IS PERMANENTLY BARRED.

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55. Assignment and Corporate Changes

Seller may not assign, delegate, or transfer this Agreement, Seller’s account, or Seller’s rights or obligations without TurtlesEgg’s prior written consent.

TurtlesEgg may assign or transfer this Agreement and its rights and obligations in connection with a merger, financing, acquisition, corporate conversion, reorganization, sale of assets, change of domicile, successor entity, or other lawful business transaction.

A permitted assignment does not by itself alter Seller’s accrued settlement rights or surviving obligations.

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56. Export Controls, Sanctions and Restricted Parties

Seller may not use the Marketplace in violation of United States export-control, sanctions, anti-boycott, or other applicable trade laws.

Seller represents that Seller is not prohibited from using the Marketplace under applicable sanctions or restricted-party laws and will not use the Marketplace to transact with prohibited persons, entities, countries, territories, Products, or Services.

TurtlesEgg may restrict or suspend activity as reasonably necessary to comply with sanctions, banking, Payment Service Provider, payment-network, or governmental requirements.

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57. Mobile Applications and Third-Party Platforms

If Seller accesses the Marketplace through an Apple, Google, or other third-party application platform, Seller’s use may also be subject to applicable third-party platform terms.

Third-party platform operators are not responsible for Seller settlement, Product fulfillment, Seller obligations, or TurtlesEgg Marketplace operations unless expressly stated otherwise.

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58. Notices

TurtlesEgg may provide Seller notices through SellerHub, Seller’s registered email address, Marketplace notifications, Marketplace posting, or another reasonable electronic method.

Seller is responsible for maintaining current contact information and reviewing SellerHub and Marketplace notices.

Notice sent or made available using the contact information or account channels then associated with Seller’s account constitutes notice under this Agreement to the extent permitted by applicable law.

Formal legal notices to TurtlesEgg under this Agreement may be sent to:

[email protected]

Seller should clearly identify the communication as a legal notice and include Seller’s legal business name, Seller account information, contact information, and sufficient information to identify the matter.

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59. English Language

If TurtlesEgg provides a translated version of this Agreement, the translation is provided for convenience unless TurtlesEgg expressly states otherwise.

To the extent permitted by applicable law, if a translated version conflicts with the English version, the English version controls.

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60. Severability and No Waiver

If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable, the provision will be limited or modified to the minimum extent necessary, and the remaining provisions will remain effective to the fullest extent permitted by applicable law.

TurtlesEgg’s failure to enforce a provision on one occasion does not waive TurtlesEgg’s right to enforce that provision or another provision later.

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61. No Third-Party Beneficiaries

Except for TurtlesEgg affiliates, indemnified parties, and service providers expressly granted protection under this Agreement, this Agreement is for the benefit of Seller and TurtlesEgg and does not create enforceable rights in unrelated third parties.

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62. Order of Control and Incorporated Policies

This Agreement is the primary and controlling agreement for Seller-specific Marketplace matters.

Seller’s Marketplace use may also be subject to the TurtlesEgg Privacy Policy, Seller pricing and fee schedules, Buyer Protection rules, Product policies, Booking policies, Return and Refund policies, prohibited Product and Service policies, intellectual-property policies, TurtlesCash Terms, and other policies expressly incorporated by reference.

Customer-facing policies govern Customer rights and Marketplace experience but do not independently change Seller settlement percentages, Seller fees, Seller Reserves, payout timing, or Seller-specific economic obligations unless this Agreement or an applicable Seller-specific policy or fee schedule expressly provides otherwise.

If an incorporated general policy conflicts with this Agreement regarding Seller payment collection, Seller settlement, Reserves, payout, Product fulfillment, Local Pickup, Booking settlement, Seller fees, Customer information, insurance, or another Seller-specific obligation, this Agreement controls to the extent of the conflict.

Where this Agreement authorizes a variable fee or charge and the applicable current amount or rate is stated in an incorporated pricing or fee schedule, the applicable pricing or fee schedule controls that amount or rate.

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63. Entire Seller Agreement

This Agreement, together with Seller-specific policies, pricing and fee schedules, authorizations, and documents expressly incorporated by reference, constitutes the entire agreement governing Seller’s Marketplace relationship with TurtlesEgg and supersedes prior Merchant, Seller, Vendor, or similar terms governing the same subject matter as of the effective date applicable to Seller.

No course of dealing, course of performance, trade usage, oral statement, spreadsheet, implementation note, internal technical document, informal communication, or other material modifies this Agreement unless incorporated pursuant to Section 51 or set forth in a writing executed by an authorized representative of TurtlesEgg.

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64. Contact

Questions concerning this Agreement, Seller onboarding, listings, Seller settlements, Seller Reserves, payouts, Bookings, Local Pickup, integrations, Google Calendar, Customer communications, recalls, insurance, security incidents, transaction adjustments, or other Marketplace obligations may be submitted to:

[email protected]

or through TurtlesEgg’s designated Seller-support channels published through TurtlesEgg.com or SellerHub.

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