Effective date: May 3, 2026
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION CLAUSE, A CLASS ACTION AND JURY TRIAL WAIVER, A LIMITATION OF LIABILITY, AND AN INDEMNIFICATION OBLIGATION THAT AFFECT YOUR LEGAL RIGHTS. SECTION 22 (DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER) GOVERNS HOW DISPUTES BETWEEN YOU AND TURTLES ARE RESOLVED. YOU MAY OPT OUT OF ARBITRATION AS DESCRIBED THERE.
These Terms of Use ("Terms") form a legally binding agreement between you ("you" or "User") and Turtles.com Inc., a Delaware corporation, together with its parents, subsidiaries, affiliates, predecessors, successors, and assigns (collectively, "Turtles," "we," "us," or "our"). For purposes of these Terms, an "Affiliate" of Turtles.com Inc. is any entity that, directly or indirectly, controls, is controlled by, or is under common control with Turtles.com Inc., where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent governing interests, or the power to direct the management or policies of an entity by contract or otherwise.
By accessing, browsing, registering for, or using any website, mobile application, embedded widget, API, content, feature, tool, or other service made available by Turtles (collectively, the "Service" or "Platform"), you accept and agree to be bound by these Terms, our Privacy Policy, our Community Guidelines, our Cookie Policy, and any other policies, terms, or supplementary agreements expressly incorporated by reference. If you do not agree to these Terms in full, you must not access or use the Service.
These Terms apply to all visitors and users of Turtles' own properties (including turtles.com, Turtles-branded mobile applications, dashboards, APIs, and developer tools), to all holders of an Account with Turtles, and (in addition to and supplemental to their primary agreements) to Operators and Sellers. Marketplace-specific commercial relationships are governed primarily by the following separate agreements:
In the event of any conflict between these Terms and an MSA, SSA, Order Form, or other Operator-/Seller-specific agreement executed by an Operator or Seller, the MSA, SSA, or other such agreement controls solely as to the Operator or Seller that signed it, and only with respect to matters expressly addressed therein.
Unless the context otherwise requires, capitalized terms have the meanings set forth below.
The Service is for adults only. You may visit, browse, register for, or use the Service — including in any capacity as a casual visitor, Shopper, Operator, Seller, developer, or other user — only if you are at least eighteen (18) years of age (or the age of majority in your jurisdiction, if older), have the full legal capacity to form a binding contract, and are not barred from doing so under Applicable Law. The Service is not directed to, designed for, or intended for any person under the age of eighteen (18), and we do not knowingly accept any such person as a User. If we learn that any User is under eighteen (18), we will terminate the Account and may delete or anonymize associated information in accordance with the Privacy Policy and Applicable Law.
To access certain features, you must register an Account. You agree to provide accurate, current, and complete information during registration, to maintain and promptly update such information, and to keep your credentials confidential. You are solely responsible for all activity that occurs under your Account.
We may require identity verification, "know your customer" (KYC) checks, or anti-money-laundering ("AML") screening at any time, particularly for Operators, Sellers, and certain Shoppers. We may suspend, restrict, or terminate Accounts that do not satisfy these checks.
If you create an Account on behalf of an entity, you represent and warrant that you are authorized to bind that entity to these Terms, and "you" refers to both you individually and that entity. You are responsible for the acts and omissions of all persons who access the Service through credentials issued under your Account.
Where Turtles makes multi-factor authentication ("MFA") available, we strongly recommend that you enable it. We may require MFA for Accounts with elevated privileges, financial activity, or access to sensitive data.
Turtles provides software and infrastructure that enables Operators to build, customize, and run online marketplaces, and that enables Sellers to list, sell, fulfill, and manage goods or services across one or more such marketplaces. The Service may include, without limitation, storefront hosting, listing and catalog management, payments orchestration, settlement, search and discovery, identity and trust tooling, communications, logistics integrations, analytics, advertising, and developer APIs.
Except where Turtles or an Affiliate is expressly identified as the seller of record on a particular transaction, Turtles is not the seller, manufacturer, importer, distributor, or licensor of any goods or services listed on a Marketplace. Turtles is not a party to the contract of sale between a Buyer and a Seller. Operators and Sellers are independent third parties solely responsible for their Listings, fulfillment, customer service, refunds, regulatory compliance, taxes, and other obligations associated with their commerce.
Information made available through the Service is provided for general informational purposes only and is not legal, tax, financial, medical, veterinary, or other professional advice.
We may add, remove, modify, suspend, or discontinue any feature of the Service, or the Service in its entirety, at any time and without liability. We will use commercially reasonable efforts to give advance notice of material changes that adversely affect existing functionality.
Operators that use the Service to build, configure, host, or operate a Marketplace are governed by a separately executed Marketplace Service Agreement (MSA), together with Order Forms, the Data Processing Agreement, payments terms, and supplementary policies. The MSA addresses commercial terms (fees, take rates, settlement timing, advertising, premium features), service levels, audit rights, content licenses, integration responsibilities, suspension and offboarding rights, and similar Operator-specific matters. These Terms apply to Operators in addition to, and as supplement to, the MSA.
Sellers (brands, merchants, makers, and other parties authorized to list and sell goods or services on a Turtles-powered Marketplace) are governed by a separately executed Seller Service Agreement (SSA), together with Order Forms, payments terms, and supplementary policies. The SSA addresses Seller-specific matters such as listing standards, fulfillment obligations, returns, refunds, payouts, take rates, advertising, performance standards, and offboarding. These Terms apply to Sellers in addition to, and as supplement to, the SSA.
Shoppers and other end users of a Turtles-powered Marketplace are bound by the shopper-facing terms (including terms of sale, return policy, and any related notices) published by the Operator of that Marketplace. Those terms govern the contract of sale, refunds, returns, and related matters between the Shopper and the Operator/Seller. Turtles is not a party to those contracts. These Terms apply to a Shopper only with respect to the Shopper's independent use of Turtles' own properties or any Turtles Account.
Each Operator and each Seller is an independent business responsible for the operation, content, conduct, performance, and regulatory compliance of its Marketplace, Listings, and offerings. Turtles is not their agent or partner, and nothing in the Agreement creates a joint venture, franchise, employment, or fiduciary relationship between Turtles and any Operator, Seller, or Shopper.
Contracts of sale on Marketplaces are formed directly between Shoppers and Sellers (or, where applicable, Operators). Turtles facilitates the listing, transaction processing, and post-purchase tools but does not assume the obligations of either party to such contracts. Turtles is not a "marketplace facilitator" for sales-tax purposes, and does not collect or remit sales, use, or similar transaction taxes on behalf of Sellers or Operators.
Where Turtles or one of its Affiliates facilitates payments, the applicable payments terms and the terms of our payment partners govern the collection, processing, settlement, and disbursement of funds. Turtles may rely on third-party financial institutions, money transmitters, payment networks, and similar service providers and is not itself a bank or chartered money transmitter unless expressly so identified.
Fees for the Service are described on the applicable order form, on our pricing pages, in the MSA or SSA, or in other materials we make available. Unless otherwise stated, fees are exclusive of all taxes, levies, and duties.
Paid plans are billed in advance on a recurring basis (monthly, annually, or as otherwise agreed). Transaction-based fees are deducted from settlement or invoiced as agreed. You authorize Turtles and its payment processors to charge the payment method you provide for all fees due.
You are responsible for all sales, use, value added, goods and services, withholding, and similar taxes attributable to your activities, except for taxes on Turtles' net income. You are responsible for determining, collecting, remitting, and reporting any taxes applicable to your sales, listings, or other activities on or through the Service. Turtles may issue tax forms or take other actions where required by Applicable Law.
Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, plus reasonable collection costs (including attorneys' fees).
Except where required by Applicable Law or expressly stated otherwise, all fees paid to Turtles are non-refundable. Issuing chargebacks without first attempting to resolve disputes with Turtles is a material breach of these Terms.
We may change pricing on at least thirty (30) days' notice (or as required by Applicable Law). Changes apply at the start of the next renewal term. Continued use of the Service after a pricing change is effective constitutes acceptance of the new pricing.
The Service, including all software, content, designs, trademarks, service marks, logos, trade dress, and look-and-feel, and all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein, are owned by Turtles or its licensors. Turtles grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely as expressly permitted by these Terms.
"Turtles," "Turtles.com," the Turtles logo, and other Turtles marks are trademarks of Turtles.com Inc. You may not use any Turtles mark without prior written permission, except for nominative fair use that complies with our then-current Brand Guidelines.
Except as expressly permitted by these Terms or by Applicable Law that cannot be contractually waived, you will not, and will not permit any third party to: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or attempt to derive source code; (c) sell, sublicense, lease, or rent the Service; (d) remove or obscure proprietary notices; (e) use the Service to build a competing product; (f) circumvent, disable, or interfere with security or access controls; (g) scrape, crawl, harvest, or systematically download data from the Service except via documented, authorized APIs and within published rate limits; (h) probe, scan, or test vulnerability of the Service except through our published responsible-disclosure program; or (i) use the Service to train, fine-tune, or evaluate any artificial-intelligence or machine-learning model except as expressly authorized in writing by Turtles.
All rights not expressly granted to you are reserved by Turtles and its licensors.
You are solely responsible for User Content you upload, transmit, or display through the Service, including its accuracy, legality, and rights to use it.
You hereby grant Turtles and its Affiliates a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, transferable license to host, store, cache, reproduce, display, distribute, transmit, perform, modify (e.g., resize, format, transcode, translate), and create derivative works of your User Content, solely as reasonably necessary to operate, provide, secure, market, and improve the Service and to enforce the Agreement. You also grant other Users a limited license to access and use your public User Content in the manner permitted by the Service.
You represent and warrant that: (a) you own or have all rights, licenses, consents, and permissions necessary to grant the foregoing license; (b) your User Content does not infringe or violate any third-party right or Applicable Law; and (c) your User Content complies with the Community Guidelines.
Turtles is not obligated to pre-screen User Content, but reserves the right (without obligation) to review, refuse, remove, restrict, demote, label, or limit visibility of any User Content for any reason or no reason, including suspected violation of the Agreement.
If you provide feedback, suggestions, or ideas regarding the Service, you grant Turtles an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and exploit such feedback for any purpose, without obligation to you.
Turtles is an interactive computer service provider under 47 U.S.C. § 230 and is entitled to all immunities, defenses, and safe harbors available to such providers under U.S. law.
We respect the intellectual property rights of others. If you believe content available on the Service infringes your copyright, please send a notice that complies with 17 U.S.C. § 512(c)(3) to our designated agent:
Copyright Agent, Turtles.com Inc.
Email: legal@turtles.com
We may, in appropriate circumstances and at our sole discretion, terminate the Accounts of repeat infringers. Knowing material misrepresentations in a notice may subject you to liability under 17 U.S.C. § 512(f). Counter-notice procedures are available where permitted by law.
For trademark complaints or counterfeit notices, contact the same address.
The Service may contain links to or integrate with third-party services, products, or websites ("Third-Party Services") not owned or controlled by Turtles. We are not responsible for and do not endorse Third-Party Services. Your use of any Third-Party Service is at your own risk and subject to the terms and policies of that third party.
We may make pre-release, alpha, beta, "early access," or "experimental" features (collectively, "Beta Features") available. Beta Features are provided "as is" and "as available" for evaluation only, may be modified or discontinued without notice, are excluded from any service-level commitments, and may have additional terms presented at the point of access.
You consent to receive communications from Turtles electronically (email, in-product messages, push notifications, SMS where you have opted in). Such communications satisfy any legal requirement that they be in writing. You may opt out of marketing communications via the unsubscribe link or your in-product preferences; service and transactional communications may not be opted out of so long as you maintain an Account.
Your use of the Service is subject to our Privacy Policy, which describes how we collect, use, share, and protect personal information. Operators and Sellers that act as data controllers in respect of personal data they cause Turtles to process must additionally enter into our Data Processing Agreement.
The Agreement begins when you first accept these Terms (whether by clickwrap, account creation, browsing, or another method) and continues until terminated as provided herein.
You may terminate your Account at any time by following any cancellation flow we make available, or by emailing legal@turtles.com. Termination does not relieve you of obligations to pay outstanding fees.
We may suspend or terminate your access to the Service, in whole or in part, with or without notice, and with or without cause, including if (a) you breach the Agreement; (b) we are required to do so by Applicable Law, court order, or governmental request; (c) we have a good-faith belief that your activity poses a risk to Turtles, other Users, or third parties; (d) your Account is inactive for an extended period; or (e) we discontinue the Service.
On termination, your right to access and use the Service ends immediately. We may, but are not obligated to, allow you to export your User Content for a limited period. We may retain or delete information as described in the Privacy Policy or as required by Applicable Law.
Sections that by their nature should survive termination (including 1, 2, 5–9, 14.4–14.5, 15–32 and any state-specific addenda) will survive.
In addition to termination rights, Turtles may suspend access (in whole or in part) immediately to: (a) prevent harm to Turtles, the Service, or third parties; (b) comply with Applicable Law; (c) investigate suspected fraud, abuse, or breach; (d) address security incidents; or (e) respond to non-payment.
EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT EXECUTED BY AN AUTHORIZED OFFICER OF TURTLES, THE SERVICE, INCLUDING ALL CONTENT, LISTINGS, BETA FEATURES, AND THIRD-PARTY SERVICES, IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." Turtles makes no representations or warranties, express, implied, statutory, or otherwise.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TURTLES DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. Turtles does not warrant that the Service will be uninterrupted, timely, secure, error-free, or free of harmful components, that defects will be corrected, or that Listings or User Content are accurate, lawful, safe, or non-infringing.
TURTLES DOES NOT WARRANT, ENDORSE, OR GUARANTEE LISTINGS OR THE PERFORMANCE OF ANY OPERATOR, SELLER, OR BUYER. Disputes regarding goods or services purchased through a Marketplace are between the Buyer and the Seller (or Operator).
Some jurisdictions do not allow exclusion of certain warranties. Where such exclusions are not permitted, the foregoing disclaimers apply to the maximum extent permitted by Applicable Law, and any non-excludable warranties are limited in duration to the minimum permitted by Applicable Law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TURTLES, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, USE, OR DATA; ANY COST OF SUBSTITUTE GOODS OR SERVICES; OR ANY DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT, EVEN IF TURTLES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
TURTLES' AGGREGATE LIABILITY UNDER OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO TURTLES UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS (US $100.00).
You agree that the limitations and disclaimers in Sections 16 and 17 are an essential basis of the bargain and reflect a reasonable allocation of risk; the Service would not be provided absent these limitations.
Nothing in this Section limits liability that cannot be limited by Applicable Law (such as gross negligence, fraud, willful misconduct, or, where applicable, death or personal injury caused by negligence).
You agree to indemnify, defend, and hold harmless Turtles, its Affiliates, and their respective officers, directors, employees, agents, contractors, licensors, suppliers, successors, and assigns (each, an "Indemnified Party") from and against any and all third-party claims, demands, actions, suits, investigations, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and expert fees) arising out of or relating to: (a) your access to or use of the Service; (b) your User Content, Listings, or Marketplace; (c) your products or services sold or offered through the Service; (d) your breach or alleged breach of the Agreement, including any representation or warranty; (e) your violation of any Applicable Law or third-party right; (f) any dispute between you and another User; (g) any tax, duty, or governmental charge attributable to your activity; or (h) your fraud, gross negligence, or willful misconduct.
Turtles will (i) promptly notify you of the claim (provided that any failure to do so will not relieve you of your obligations except to the extent materially prejudiced); (ii) reasonably cooperate at your expense; and (iii) allow you to control defense and settlement, except that Turtles may participate with counsel of its choice at its own expense, and you may not settle any claim that imposes any obligation on or admits fault by an Indemnified Party without our prior written consent.
The indemnity in this Section is for the benefit of the Indemnified Parties and is in addition to (and not in lieu of) other rights and remedies.
Neither party will be liable for any failure or delay (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, governmental action, embargoes, labor disputes, internet or telecommunications failures, denial-of-service attacks, third-party service or vendor outages, and supply-chain disruptions.
The Agreement and any dispute or claim arising out of or relating to the Service or the Agreement (whether in contract, tort, statute, or otherwise) is governed by the laws of the State of Delaware, without regard to its conflicts-of-laws provisions, except that the Federal Arbitration Act ("FAA") governs the interpretation and enforcement of Section 22. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
For any claim not subject to arbitration (or for which arbitration is unavailable), the parties consent to the exclusive personal and subject-matter jurisdiction and venue of the state and federal courts of the State of Delaware located in New Castle County, and irrevocably waive any objection based on personal jurisdiction, inconvenient forum, or improper venue. Service of process must comply with Applicable Law and the rules of the chosen court.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND TURTLES TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER.
Before initiating arbitration, you and Turtles agree to attempt to resolve any dispute informally for at least sixty (60) days by sending an individualized Notice of Dispute that describes the claim and requested relief by email to legal@turtles.com. The Notice of Dispute must include the claimant's name, the email address associated with the claimant's Account, and a specific description of the claim, and must be submitted by the claimant individually. Mass-form notices, notices that do not include the foregoing information, and notices submitted in coordinated batches will not satisfy this Section. Turtles will send notices to the email address associated with your Account. The parties will engage in good-faith negotiation, including, at either party's request, a confidential telephonic conference. If the dispute is not resolved within sixty (60) days after a compliant Notice of Dispute is delivered, either party may initiate arbitration. The applicable statutes of limitations (and any contractual limitations periods) are tolled during the informal-resolution period.
Any dispute, claim, demand, or controversy arising out of or relating to the Service, these Terms, the Agreement, the relationship between you and Turtles, the marketing of the Service, or the privacy or security of personal information — whether based in contract, tort, statute, fraud, misrepresentation, or any other theory, and including the formation, breach, validity, enforceability, scope, or applicability of these Terms or this arbitration agreement (collectively, a "Dispute") — will be resolved exclusively by binding individual arbitration. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules where applicable, and otherwise under its Commercial Arbitration Rules, in each case as modified by these Terms. The Federal Arbitration Act ("FAA") governs the interpretation and enforcement of this arbitration agreement, notwithstanding any state law to the contrary.
The arbitrator has exclusive authority to resolve all threshold issues (including arbitrability, formation, conscionability, and scope), except that issues of enforceability or scope of the Class Action Waiver in Section 22.6 are reserved exclusively to a court of competent jurisdiction.
The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration is Wilmington, Delaware. The hearing, if any, will be held in Wilmington, Delaware, or — solely where Applicable Law requires — in the county of your residence; either party may request that hearings be conducted by videoconference, and the arbitrator will grant such request absent a compelling reason. The arbitrator's decision is final and binding subject to the limited review available under the FAA. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award only individual relief on the claimant's individual claim; the arbitrator may not award class, collective, or representative relief and may not award damages or relief broader than would be available to that claimant in court. Each party will bear its own attorneys' fees and costs except as expressly required by Applicable Law or AAA's rules; Turtles will pay only those filing, administrative, or arbitrator fees that AAA's then-current rules require Turtles to pay.
The existence, content, and result of any Notice of Dispute, informal negotiation, mediation, arbitration, court proceeding for emergency relief, or other dispute-resolution communication between you and Turtles, including all submissions, exhibits, transcripts, awards, settlements, and the identity of any participating arbitrator, are strictly confidential. Neither party will disclose any of the foregoing to any third party except: (a) to the parties' respective attorneys, accountants, auditors, insurers, and other professional advisors who are bound by professional or contractual duties of confidentiality; (b) as reasonably required to prosecute, defend, enforce, or comply with the dispute, an award, or a settlement; (c) as required by Applicable Law, securities regulations, or court order, in each case after providing the other party with prompt notice and a reasonable opportunity to seek a protective order; or (d) with the other party's prior written consent. Filings will be made on a confidential basis and under seal where permitted. Any subsequent court proceeding will be treated as a "non-public" matter to the maximum extent permitted by Applicable Law.
YOU AND TURTLES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION OR PROCEEDING. UNLESS BOTH PARTIES OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). If a court of competent jurisdiction decides that this Class Action Waiver is unenforceable as to any claim or remedy, that claim or remedy (and only that claim or remedy) will be severed from arbitration and may proceed in court located in New Castle County, Delaware, while the remaining claims continue in arbitration on an individual basis.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TURTLES EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY in any proceeding arising out of or relating to the Agreement, the Service, or any Dispute, whether brought in arbitration or in any court.
If twenty-five (25) or more substantially similar arbitration demands are filed against Turtles by or with the assistance of the same or coordinated counsel, law firms, organizations, or claim aggregators within a thirty-day (30-day) period (a "Coordinated Filing"), then notwithstanding AAA's then-current rules:
This protocol is intended to provide an orderly, efficient, and confidential resolution of large-volume coordinated demands and is severable from the rest of this Section if found unenforceable.
Notwithstanding the foregoing, either party may bring (a) qualifying claims in small-claims court in Wilmington, Delaware, so long as the action remains in that court and on an individual (non-class, non-representative) basis; and (b) actions for injunctive, declaratory, or other equitable relief to protect intellectual property, Confidential Information, trade secrets, or against unauthorized access, in a court of competent jurisdiction. These actions do not waive the right to arbitrate any other Dispute.
You may opt out of this Section 22 by sending an individualized email to legal@turtles.com with the subject line "Arbitration Opt-Out," within thirty (30) days of your first acceptance of these Terms or this Section. The email must be sent by you personally from the email address associated with your Account, and must include your name, the email address associated with your Account, and a clear statement that you wish to opt out of the arbitration agreement. Mass-form opt-outs and opt-outs submitted by counsel or third parties on behalf of multiple individuals do not satisfy this requirement. Opting out does not affect any other provision.
This Section 22 survives termination of the Agreement. If any portion (other than Sections 22.6 or 22.7) is found unenforceable, the remainder will be enforced to the maximum extent permitted by Applicable Law. If Section 22.6 (Class Action Waiver) is found unenforceable in its entirety with respect to a particular claim, only that claim will proceed in court (located in New Castle County, Delaware), and all other claims will remain in arbitration. If Section 22.7 (Jury Trial Waiver) is found unenforceable, the parties will resolve such claims in a bench trial in New Castle County, Delaware.
You acknowledge that breach of Sections 7 (Intellectual Property), 8 (User Content), or your confidentiality obligations may cause irreparable harm for which monetary damages are inadequate. Turtles is entitled to seek injunctive or other equitable relief without bond, in addition to all other remedies.
You represent that you are not located in, ordinarily resident in, or a national of any country, region, or territory subject to comprehensive U.S. sanctions (including, as of the effective date, Cuba, Iran, North Korea, Syria, the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine), and that you are not on any restricted-party or denied-party list (including the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce Entity List, or the U.S. Department of State Debarred List). You agree to comply with all applicable U.S. export-control and sanctions laws.
The Service is "commercial computer software" and the related materials are "commercial computer software documentation" as defined in 48 C.F.R. § 2.101 and FAR §§ 12.211 and 12.212 (and DFARS § 227.7202 for Department of Defense end users). Government use, duplication, and disclosure are subject solely to these Terms.
You will comply with all Applicable Laws relating to anti-corruption and anti-bribery (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010), anti-money-laundering, anti-boycott, and trade controls.
Pursuant to California Civil Code § 1789.3, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
If you are a consumer residing in New Jersey, the provisions of Sections 16, 17, and 18 are intended to be only as broad and inclusive as is permitted by the laws of the State of New Jersey. If any such provision is held to be invalid, illegal, or unenforceable, in whole or in part, under the laws of the State of New Jersey, the remaining provisions will not in any way be affected or impaired thereby and will continue to be enforceable.
We may revise these Terms from time to time. The date at the top of this page reflects the most recent version. We will provide reasonable advance notice of material changes (at least thirty (30) days, where practicable) by email, in-product notice, or by posting a prominent notice on the Service. Changes that address a security or fraud risk, are required by Applicable Law, or relate to a new feature you choose to use may take effect immediately. Your continued use of the Service after the effective date of revisions constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Service.
You may not assign or transfer the Agreement, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this Section is void. Turtles may assign or transfer the Agreement, in whole or in part, without restriction (including in connection with a merger, acquisition, financing, reorganization, or sale of assets). Subject to the foregoing, the Agreement binds and benefits the parties' respective successors and permitted assigns.
The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship.
Except as expressly stated (e.g., Indemnified Parties under Section 18), the Agreement does not confer rights on any third party.
Notices to Turtles must be sent by email to legal@turtles.com. Notice is effective on the date the email is sent (with a confirmed transmission record), provided that no rejection or non-delivery message is received within twenty-four (24) hours. Notices to you may be sent to the email address associated with your Account, by in-product notice, or by any other electronic means reasonably calculated to provide actual notice. Each party consents to electronic notice, and agrees that electronic notice satisfies any legal requirement that notice be in writing.
If any provision of the Agreement is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if not possible, severed; the remaining provisions remain in full force.
A failure to enforce any provision is not a waiver of the right to enforce it later.
Headings are for convenience only. "Including" and "include" are without limitation. References to "days" mean calendar days unless otherwise stated.
Order Forms and similar documents may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.
The Agreement (including the policies and terms incorporated by reference) is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings.
These Terms are originally written in English. Any translation is provided as a courtesy; the English version controls in the event of conflict, except where Applicable Law requires otherwise.
Questions about these Terms may be directed to:
Turtles.com Inc. — legal@turtles.com
