Terms of Service

Merchant Terms of Service and Agreement

Before using the websites, applications, and services provided by Emoottoo E-marketing, Inc. (hereinafter referred to as "Emoottoo," "we," or "us"), please carefully read these Merchant Terms of Service and Agreement (hereinafter referred to as the "Terms of Service," "Terms," or "Agreement"). This Agreement sets forth the legally binding terms and conditions governing your use—as a merchant—of our websites, services, or applications (including, but not limited to, the website located at https://www. provided under the Emoottoo name; collectively referred to as the "Services").

By registering for or using the Services in any manner—including, but not limited to, accessing or browsing the Services—you agree to be bound by these Terms, including any additional terms, conditions, and policies referenced herein and/or published or provided by Emoottoo.

Please note that Section 7 contains an arbitration clause and a class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration; this means that you waive any right to have such disputes decided by a judge or jury, and you waive your right to participate in a class action, class arbitration, or representative action. Please read Section 7 carefully.
1. Emoottoo is a Marketplace
You understand and agree that Emoottoo is a marketplace platform; as such, Emoottoo assumes no responsibility or liability for any content, data, text, information, usernames, graphics, images, photos, profiles, audio, video, goods, products, listings, links, or information posted on Emoottoo by you, other merchants, or any third party. You use the Services at your own risk.

To the fullest extent permitted by law, you and your Affiliates (as defined below) waive any claims related to, and agree that Emoottoo and its Affiliates (including any of their officers, directors, employees, consultants, or agents) shall not be liable for: (a) any representations, warranties, services, and anticipated transactions set forth in this Agreement (including warranties of merchantability, fitness for a particular purpose, or any implied warranties); (b) any implied warranties arising from the course of dealing, course of performance, or trade usage; or (c) any obligations, liabilities, rights, claims, or tort remedies, regardless of whether they arise from the negligence of Emoottoo. "Affiliate" refers to any other entity that directly or indirectly controls, is controlled by, or is under common control with any given entity.

If you have a dispute with any third party regarding any product, service, or interaction within the Services, you agree not to assert any claims of any kind or nature against Emoottoo or its Affiliates, regardless of whether such claims, demands, or damages are known, warranted, or waived.
2. Membership
2.1 Age:
Emoottoo’s Services are available only to individuals who are at least 13 years of age and who are capable of entering into legally binding contracts under applicable law. You represent and warrant that you are at least 13 years of age and that all registration information you submit is accurate and truthful. Emoottoo may, in its sole discretion, refuse to offer access to or use of the Services to any individual or entity, or change its eligibility criteria at any time. This Agreement is void where prohibited by law, and in such jurisdictions, the right to access the Services is revoked.

Individuals under the age of 18, or those otherwise lacking the capacity to enter into legally binding contracts, must at all times use the Services under the accompaniment and supervision of a parent or legal guardian who is at least 18 years of age. In such cases, the adult shall be deemed the Merchant and shall be responsible for all activities.

2.2 Compliance:
You agree to comply with all applicable laws regarding online conduct and acceptable content. Except as otherwise provided in Sections 15 and 16 of this Agreement, you are responsible for all applicable taxes. Furthermore, you must comply with the Emoottoo policies set forth in these Terms, as well as the Emoottoo policy documents listed below (which are incorporated into these Terms by reference); in addition to these Terms, Emoottoo may, in its sole discretion, update any or all of the aforementioned policy documents at any time without prior notice.

· Merchant Policy (All policies and regulations regarding Merchants published by Emoottoo from time to time)
· Tax Policy
· Fees and Payments Policy (Section 3)
· Return Policy
· Privacy Policy
· All other policies or guidelines published or provided by Emoottoo regarding the Services. As a legal entity, you represent, warrant, covenant, and guarantee that, throughout the registration process and the term of this Agreement: (a) You are duly organized, validly existing, and in good standing under the applicable laws of your jurisdiction; (b) You possess all necessary legal qualifications, rights, capacity, and authority to enter into this Agreement, to perform your obligations hereunder, and to grant the rights, licenses, and authorizations required by this Agreement, and you have obtained all necessary permits, approvals, and licenses required for your business operations and for the sale of goods in the relevant countries/regions; (c) You and your Affiliates shall comply with all laws in the exercise of your rights and the fulfillment of your obligations under this Agreement; (d) Whenever you offer any goods for sale through the Services, you shall fully comply with all legally binding laws, statutes, regulations, and other ordinances, as well as all industry standards, policies, or guidelines, and any applicable directives, practice statements, policies, rules, or orders issued from time to time by regulatory authorities applicable to the sale and/or sourcing of such goods in the country of origin or the destination country (collectively, "Applicable Laws and Regulations"); (e) You shall maintain necessary records in accordance with Applicable Laws and Regulations and shall immediately provide such records for inspection upon the request of any relevant authority entitled to conduct such inspections; (f) You shall monitor for any changes to Applicable Laws and Regulations that may impact the sale of goods through the Services; (g) Should any regulatory authority initiate an investigation or assert a potential claim regarding goods offered through the Services, you shall immediately notify Emoottoo thereof via both email and written correspondence; (h) You shall immediately remove from the Services any goods that violate Applicable Laws and Regulations, are prohibited in the relevant countries, and/or are included in the (updated) Merchant Policies; and (i) Neither you nor your financial institutions are subject to sanctions, listed on any prohibited or restricted lists, or owned or controlled by entities subject to such restrictions—including, but not limited to, lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of the Treasury’s Specially Designated Nationals and Foreign Sanctions Evaders Lists, and the U.S. Department of Commerce’s Entity List), the European Union or its Member States, or any other applicable governmental authorities.

Furthermore, if you register an account, make a purchase, or otherwise use our Services in a capacity other than that of a merchant, seller, or distributor (e.g., as a purchasing consumer and/or retail customer), you agree to be bound by Emoottoo’s Terms of Use, and such Terms of Use shall govern such activities. 2.3 Modifications to Terms and Policies:
...any terms and conditions contained within any published policies or guidelines. Any modifications shall become effective once the new terms are posted on our service platform or within our services (we may or may not provide you with prior notice). In certain instances, we may notify you either before or after such changes occur—including, but not limited to, by posting notices on any of our websites, within merchant policies, or in other documentation. You are solely responsible for monitoring these locations and for staying informed regarding all applicable modifications, changes, or notices.

If you are unable to accept any modifications, your sole remedy is to discontinue your use of the Services. Your continued use of the Services following the posting of any modifications (regardless of whether we provided you with prior notice) constitutes your binding acceptance of such modifications.

2.4 Password and Account Security:
Please safeguard your password with care. You bear full responsibility for all activities, liabilities, and losses resulting from your failure to properly safeguard your password. You agree to immediately notify Emoottoo of any unauthorized use of your password or any compromise of your account security. You further agree that Emoottoo shall not be held liable for any losses or damages arising from your failure to properly safeguard your password or from any compromise of your account security. Unless expressly authorized by Emoottoo in writing, you agree not to share your username and password credentials with any party other than Emoottoo.

2.5 Account Information:
You must ensure that your account information—including your valid name, address, telephone number, and email address—remains current and accurate at all times. To sell products on Emoottoo, you are required to provide and maintain valid payment information, such as a valid PayPal account. You authorize us (and agree to provide documentation demonstrating such authorization upon our request) to verify your information (including any updated information), to obtain your credit reports from time to time, to obtain credit authorizations from your credit card issuer, and to deduct from your credit card or bank account any amounts you owe to us (whether for reimbursement or other payments). You also agree to provide Emoottoo with any other information or authorizations necessary for the fulfillment of the Services under this Agreement. All payments due to you shall be remitted to your designated bank account via banking networks or other methods specified by us. Depending on your selected payment method, you may be required to provide a valid U.S. Taxpayer Identification Number via Form W-9, or provide proof of residence outside the U.S. via Form W-8BEN/W-8BEN-E.

2.6 Account Transfer:
You may not transfer or sell your Emoottoo Merchant Account or username to any third party. If you register in the name of a business entity, you personally warrant that you have the authority to bind such entity to these Terms.

2.7 Right to Refuse Service:
Emoottoo reserves the right, at its sole discretion, to cancel unconfirmed or inactive accounts and/or to refuse to provide services to you at any time, for any reason (or for no reason).

2.8 Closing Your Account:
You have the right to close your account. If you choose to close your account, please contact cs@Emoottoo.com. Once your account is closed, you will receive a confirmation email. If Emoottoo is currently unable to close your account, you will also receive an email detailing the reasons why the account cannot be closed, as well as any additional steps or information that may be required from you prior to closing the account.

3. Fees and Payments
3.1 Fees:
Emoottoo will charge you fees or other amounts for your use of the Services in accordance with its Fees and Payment Policy, or as otherwise notified by Emoottoo. Except as otherwise provided in Sections 15 and 16 of this Agreement, you are responsible for paying all fees and applicable taxes associated with your use of the Emoottoo platform and the sale of goods on the platform.

Merchants may also incur fees when utilizing various payment service providers or payment processors. Any such fees are determined by the agreement between the merchant and the respective payment service provider or processor; Emoottoo is not responsible for reviewing, advising on, or paying any such fees.

3.2 Payments:
Emoottoo will make payments to you in connection with your use of the Services in the manner prescribed in its Fees and Payment Policy, or as otherwise notified to you by Emoottoo.
With respect to payments made by Emoottoo to you—regardless of whether you have actually received the funds from the payment service provider or processor—the payment shall be deemed complete once Emoottoo has remitted the payable amount to the payment method you have selected. Each payment service provider or processor may have its own terms of use or other legal requirements; Emoottoo does not warrant, nor does it assume liability for, any services provided by such payment service providers or processors (including, but not limited to, any payment remittances, security protocols or obligations to merchants, the accurate and timely disbursement of funds to merchants, service unavailability, etc.). As a merchant, you remain solely responsible for any losses or risks of non-payment arising from payments processed by such payment service providers or processors.

In addition to the foregoing provisions, Emoottoo may, at its sole discretion, elect to delay remittances and withhold funds otherwise payable to a merchant—or any other amounts payable pursuant to this Agreement or Emoottoo’s Fees and Payment Policy—until Emoottoo receives confirmation of product delivery. Transactions for which Emoottoo is unable to confirm delivery may not be eligible for payment.

If Emoottoo elects to remit funds to you prior to the scheduled payment date—whether through a discretionary advance or prepayment facilitated by your payment processor or provider (hereinafter referred to as a "Discretionary Advance")—Emoottoo may, immediately or as soon as reasonably practicable, reduce your eligibility for future merchant payments by the amount of such Discretionary Advance.

Furthermore, if Emoottoo determines that your conduct or performance may result in product returns, chargebacks, claims, disputes, violations of our terms or policies, other risks to Emoottoo or third parties, or outstanding or unrecoverable funds, Emoottoo may, at its sole discretion, suspend the disbursement of any payments to you until such time as Emoottoo determines that such circumstances—or any associated risks to Emoottoo or third parties—no longer persist. With respect to any amounts we determine you owe us, we may take any of the following actions: (a) debit your account or any payment instrument you have provided; (b) offset any amounts you owe us (whether by way of reimbursement or otherwise) against any payments we might otherwise make to you or any amounts we may owe you; (c) issue an invoice to you for the outstanding amounts, which you shall pay upon receipt; (d) revoke any credits; or (e) collect such amounts or obtain reimbursement from you through any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activities, or to violate our policies, we reserve the right, at our sole discretion, to permanently withhold any payments due to you. Furthermore, we may require you to provide additional funds to ensure your fulfillment of obligations under this Agreement, or to mitigate risks associated with returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks posed to Emoottoo or third parties. Whether such funds are refundable shall be at our sole discretion; failure to comply with the terms of this Agreement (including any applicable policies) may result in the forfeiture of such funds.

3.3 Appointment of Emoottoo as Limited Payment Collection Agent
Merchants who receive payments from Emoottoo in connection with the listing of goods on or through the Emoottoo Services hereby designate Emoottoo as their payment collection agent, solely for the purpose of accepting payments made by Emoottoo users purchasing goods via the Emoottoo Services.

Accordingly, you agree that any payments generated by Emoottoo users purchasing goods through the Emoottoo Services—and subsequently received by Emoottoo from such users—shall be deemed as payments made directly by the Emoottoo users to you. You further agree to provide the purchased goods to the Emoottoo users in the agreed-upon manner, just as if you had received the payment directly from such users. You agree that Emoottoo may issue refunds to Emoottoo users in accordance with its refund policy. You understand that Emoottoo’s obligation to make payments to you is contingent upon its successful receipt of the corresponding payments from the Emoottoo users purchasing goods through the Emoottoo Services. Emoottoo guarantees only that We will pay to you the funds successfully received pursuant to this Agreement and the Emoottoo Terms of Use. By accepting its appointment as your limited payment collection agent, Emoottoo assumes no liability for any of your acts or omissions (including, but not limited to, any breach of this Agreement by you).

You agree that any obligation of an Emoottoo user to pay you for purchased goods via the Emoottoo Services is extinguished once such user has paid the funds to Emoottoo. Emoottoo is thereafter responsible for remitting such funds to you in accordance with this Agreement, the Payment Policy, or as otherwise notified to you by Emoottoo. Your funds shall not be available for disbursement unless and until all terms and conditions set forth in this Agreement and the Emoottoo Terms of Use have been satisfied. If Emoottoo fails to remit any funds to you, your sole recourse shall be against Emoottoo, and not directly against the Emoottoo user.

4. Listing and Selling
4.1 Listing Descriptions:
By listing items on the Services platform, you warrant that you and all aspects of your items comply with Emoottoo’s terms and published policies. You further warrant that you are legally entitled to sell the items in all locations where you list them for sale. You must accurately describe your items and all terms of sale within your Emoottoo shop. Your item listings may contain only text descriptions, images, and other content directly relevant to the sale of the item. All items must be listed in the appropriate category and tagged accordingly. Each listing must provide an accurate and complete description of the item. If the "stock" quantity exceeds one unit, all items included in that listing must be identical.

4.2 Shop Policies:
You may establish specific shop policies for your Emoottoo shop. These policies may cover, for example, shipping, returns, payments, and sales terms. You must create reasonable policies in good faith and adhere to them. All shop policies must comply with Emoottoo’s policies. You are responsible for enforcing your own shop policies. In the event of a conflict between your shop policies and these Terms, these Terms shall govern with respect to your use of the Services.

4.2.1 Binding Sales:
All sales are binding. You are obligated to ship items promptly after completing a sale or concluding a transaction with a relevant buyer through this Service. Any costs incurred due to a failure to fulfill orders on time shall be borne by you.

4.2.2 Third-Party Service Providers:
If you utilize any third party to assist with or facilitate any aspect of your use of the Service—including, but not limited to, your listings, sales, fulfillment, system notifications or modifications, customer support, or other functions—you agree that you shall be solely responsible for any acts, conduct, errors, omissions, losses, claims, or other issues arising from your use of such third-party services, and Emoottoo assumes no liability whatsoever in connection therewith.

4.3 Fee Circumvention:
The price listed on each item's product detail page must correspond to the actual selling price. Sellers may charge reasonable shipping and handling fees to cover the costs of packaging and mailing items. Sellers must not charge excessive shipping fees or otherwise attempt to circumvent fees. You must not engage in any conduct designed to, or likely to, result in the avoidance of any fees payable to Emoottoo, or otherwise violate these Terms; such prohibited conduct includes, but is not limited to: altering the price of an item after it has been sold, misrepresenting the item's location, or using another merchant's account without authorization.

4.4 Non-conformity, Defects, or Other Issues with Items:
You are also solely responsible for any non-conformity or defects in the items you list for sale, any product recalls (whether public or private, voluntary or mandatory), and any other safety-related issues. You must immediately notify Emoottoo should you become aware of any recall associated with your items.

If we determine that your fulfillment of your obligations under this Agreement is likely to result in returns, claims, disputes, violations of our Terms or policies, or pose any other risk to Emoottoo, its users, or other third parties, Emoottoo may (at its sole discretion) take measures to mitigate such risks. These measures include, but are not limited to: issuing refunds to customers, imposing fines, withholding, offsetting, or retaining funds otherwise payable to you, suspending your account, or taking any other action Emoottoo deems appropriate, for as long as Emoottoo (at its sole discretion) determines that your items continue to pose a risk to Emoottoo, its customers, or other third parties. If products you sell through our Services require a warning pursuant to Section 25249.6 of the California Health and Safety Code (a “Proposition 65 Warning”), you agree to: (a) provide such warnings within your product listings in a manner compliant with applicable law; (b) acknowledge that our display of a Proposition 65 Warning on a product detail page constitutes our receipt of such warning; and (c) modify or remove a product’s Proposition 65 Warning only if such warning is no longer required by law.

4.5 Miscellaneous:
Emoottoo generally strives to treat all merchants equally. However, Emoottoo may provide differential treatment to merchants participating in paid subscriptions. Such preferential treatment may include access to additional Emoottoo features as well as discounts on fees charged by Emoottoo.

5. Prohibited, Suspicious, and Infringing Items and Activities
You are solely responsible for your conduct and activities on or in connection with the Services, as well as for any and all data, text, information, usernames, graphics, images, photos, profiles, audio, video, products, items, listings, and links that you submit, post, or display on the Services (collectively, “Content”). Your Content, your use of (or activity on) the Services, and the products sold through the Services must not:
· Be false, inaccurate, or misleading;
· Be obscene, or contain gratuitous sexual, nude, or adult content;
· Contain or transmit any destructive code that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
· Contain images that do not pertain to the product listing;
· Infringe upon any third party’s copyright, patent, trademark, trade secret, or other proprietary or intellectual property rights, or infringe upon their rights of publicity or privacy; such prohibited conduct includes (but is not limited to): 1) selling or displaying items depicting the likeness of celebrities (including portraits, photographs, names, signatures, and autographs); 2) selling or displaying items bearing third-party brands or trademarks that are not authorized to be displayed in such a manner; or 3) selling any pirated videos or sound recordings;
· List any items on Emoottoo (or complete any transaction) that directly or indirectly link to, reference, or include descriptions of items or services that are: (i) prohibited under these Terms, the Emoottoo Terms of Use, Merchant Policies, or any other policy documents published by Emoottoo; (ii) prohibited in the country where the items are sold; or (iii) likely to cause Emoottoo to violate any applicable laws, statutes, ordinances, or regulations, or to violate these Terms or any documents incorporated herein;
· Violate these Terms, the policies referenced herein, or any applicable laws, statutes, ordinances, or regulations (including, but not limited to, laws, statutes, ordinances, or regulations regarding export controls, consumer protection, unfair competition, anti-discrimination, or false advertising);
· Involve the sale of items that have been identified by the U.S. Consumer Product Safety Commission (CPSC) or any other regulatory authority having jurisdiction in the country where the items are sold as being harmful to consumers and, therefore, subject to recall;
· Defame, libel, unlawfully threaten, unlawfully harass, impersonate, or intimidate any person (including Emoottoo). ...employees or other merchants), or falsely represent or otherwise misrepresent your affiliation with any person—for example, by using similar email addresses or nicknames, or by creating fake accounts or utilizing any other method or device;
· Decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code or underlying ideas or information of the Services;
· “Scrape,” “crawl,” or “spider” any pages, data, or portions of the content related to the Services by any means;
· Violate any computer network security measures, or crack any passwords or security encryption codes;
· Modify, adapt, or hack the Services, or modify other websites so as to falsely imply that they are associated with Emoottoo;
· Post fraudulent, inaccurate, or misleading reviews of merchants or products (instead, you must always disclose all information regarding your review that a reasonable shopper would want to know—including whether you received any compensation or other benefits for writing the review);
· Solicit business, engage in direct sales, or promote any websites, services, or entities outside the scope of the Services; or
· Violate any export, re-export, transfer, import, sale, or use laws, regulations, or orders applicable to the products sold under this Agreement (collectively, “Trade Control Laws”). Without limiting the foregoing, you shall not, directly or indirectly, sell, transfer, export, or re-export the Products to—or otherwise make the Products available under this Agreement to—the following countries (or their nationals or governments), states, territories, or regions: (i) countries (or their nationals or governments) subject to sanctions measures promulgated or adopted from time to time by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (currently including Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) or any other applicable sanctions measures (collectively, the “Sanctions”); (ii) any individual to whom delivery is prohibited by Trade Control Laws or Sanctions, including, without limitation, any of the following individuals or entities: (A) those on the Denied Persons List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security; or (B) those on the Specially Designated Nationals and Blocked Persons List maintained by OFAC; or (iii) for any end-use prohibited by Trade Control Laws or Sanctions, including, without limitation, any end-use involving missiles, chemical weapons, or nuclear weapons.

If Emoottoo, in its sole discretion, suspects or becomes aware that you are selling goods or engaging in activities that violate the aforementioned prohibitions (including, without limitation, the sale of counterfeit, illegal, or third-party rights-infringing goods), then—without limiting any rights Emoottoo may have under this Clause or by law—Emoottoo may, at its sole discretion, suspend, freeze, terminate, or restrict your selling privileges; impose fines upon you; withhold or confiscate payments due to you; or take any other action Emoottoo deems appropriate or required by law.

6. Content
6.1 License:
You hereby grant Emoottoo a royalty-free, non-exclusive, worldwide, perpetual, sublicensable (through multiple tiers), and irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, excerpt, analyze, reformat, create derivative works from, and otherwise utilize your Content for commercial or non-commercial purposes—in any manner, medium, or format, and for any purpose—including, without limitation, for the advertising, marketing, or promotion of Emoottoo or its services. For the avoidance of doubt, nothing in this Clause shall prevent or impair our right—to the extent permitted by applicable law—to use your Content without the permission of you or your Affiliates (for example, under the doctrine of "fair use" as defined by U.S. copyright law, "referential use" as defined by trademark law, or pursuant to a valid license obtained from a third party).

6.2 Republished Content:
Once you publish Content on Emoottoo, external websites or third parties may republish such Content. You agree to indemnify, defend, and hold harmless Emoottoo against any claims or disputes arising in connection with such republication.

6.3 Business Data; Personal Data:
Wish collects and generates various types of data in order to provide, promote, and improve the Services.

6.3.1 Business Data:
Emoottoo collects, generates, and stores various types of non-personal data ("Business Data"). Business Data may include information regarding: merchants and their stores; merchant accounts; merchant activities—including fulfillment data (e.g., package tracking data), compliance with Emoottoo policies or fulfillment-related policies, and Content; user interest in products described in product listings (including purchase history); and merchant service providers.

Emoottoo has access to most Business Data and may grant its service providers access to certain Business Data to assist in providing the Services. Merchants may access detailed information regarding their accounts, stores, and activities by logging into their Emoottoo accounts. Merchants may access data regarding other merchants' stores or product listings by registering a user account.

6.3.2 Personal Data:
Emoottoo collects, generates, and stores various types of personal data from individuals, including both merchants and users. The Emoottoo Privacy Policy describes in detail the types of personal data collected, how such data is used, how it is shared, and the choices available to individuals regarding the processing of their personal data.

6.4 User Data Protection:
When you use the Services (for example, when completing a purchase), you may obtain personal information from or about Emoottoo users ("User Data"). Your use of User Data must comply with applicable data protection laws, including, but not limited to, the California Consumer Privacy Act (CCPA). Unless you obtain the valid consent of the individual described in the User Data, you may use such User Data solely for the specific transaction conducted with that user (e.g., shipping and fulfillment) or to fulfill your statutory legal obligations (e.g., tax and reporting obligations). You shall implement reasonable and appropriate measures to protect User Data against misuse, loss, destruction, or unauthorized access or use. You acknowledge and agree that if Emoottoo, in good faith, determines that additional agreements are required to ensure compliance with applicable data protection laws, you shall immediately review and accept such agreements, or cease using the Service or the applicable portion thereof.

Without limiting the foregoing, you may not add any Emoottoo user to your email or physical mailing lists without their express consent, nor may you upload, access, or utilize tracking technologies (such as browser cookies, web beacons, or Flash cookies) within any product listings. Emoottoo assumes no liability for any disputes arising between you and a customer resulting from the unauthorized use of customer information.

6.5 Your Personal and Business Data – Legal Requirements for Protecting Traders and Other Parties:
...collected and used in the manner described therein. Emoottoo reserves the right to access, read, preserve, and disclose any Business Data (including Content) or other information if Emoottoo, in good faith, believes that doing so is necessary to comply with the law or a court order; to respond to legal, regulatory, or business claims; to enforce or apply Emoottoo’s policies, guidelines, or other agreements; or to protect the rights, property, or safety of Emoottoo, its employees, users, or others. In the course of using the Service, and subject to the foregoing provisions, you...

You understand and agree that Emoottoo may disclose certain information about you to vendors, consumers, regulatory bodies, or other third parties, including, but not limited to, your:
· Name
· Email address
· Payment method or financial account information
· Shipping address
· Phone number
· Sales information
· Trader identifier or username

7. Arbitration and Class Action Waiver
7.1 Arbitration:
Please carefully read the following arbitration agreement (“Arbitration Agreement”) contained in this section. This agreement requires you to resolve most disputes with Emoottoo through arbitration and may significantly affect your legal rights.

Both you and Emoottoo agree that any and all disputes or claims that have arisen or may arise between you and Emoottoo (or any related third party)—whether related to or arising out of this Agreement or any prior version hereof, your use of or access to our Services, the actions of Emoottoo or its agents, or any products or services sold, offered, or purchased through our Services—shall be resolved exclusively through final and binding arbitration conducted in [State Name] California, rather than in court.

Alternatively, if your claim qualifies for small claims court, and the case remains in small claims court and proceeds solely on an individual (non-class, non-representative) basis, you may bring a claim in small claims court.
The interpretation and enforcement of this Arbitration Agreement shall be governed by the Federal Arbitration Act.

7.1.1 Prohibition of Class and Representative Actions and Non-Individualized Relief

You and Emoottoo agree that we may each bring claims against the other only in our individual capacity, and not as a plaintiff or class member in any purported class, representative, or private attorney general action or proceeding.

Unless both you and Emoottoo agree otherwise, the arbitrator may not consolidate or join claims of more than one person or party, and may not otherwise preside over any form of a consolidated, representative, class, or private attorney general action or proceeding. Furthermore, the arbitrator may grant relief (including monetary damages, injunctive relief, and declaratory relief) only to the party seeking relief, and only to the extent necessary to provide relief warranted by that party’s individual claim. Any relief granted shall not affect other users.

7.1.2 Arbitration Procedures

The arbitration will be conducted by the American Arbitration Association (“AAA”) in accordance with its rules and procedures, including the AAA’s Consumer Arbitration Rules and Commercial Arbitration Rules (as applicable), subject to the modifications set forth in this Arbitration Agreement.

A party intending to seek arbitration must first send a valid Notice of Dispute (the “Notice”) to the other party via certified mail. Notices to Emoottoo must be sent to Emoottoo Inc., Attn: Legal Department, Subject: Notice of Dispute, Address: 2855 North Berkeley Lake Rd, Duluth, GA, 30096. Emoottoo will send any Notice to the physical address associated with your account that we have on file; it is your responsibility to ensure that your physical address remains current. To be effective, the Notice must be personally signed by you and must complete all information requested in the Notice form, including the nature and basis of the claims you are asserting, the specific relief sought, and the email address and telephone number associated with your account.

If you and Emoottoo are unable to resolve the claims described in the Notice within 30 days after Emoottoo receives a valid Notice, either you or the other party may initiate arbitration proceedings.

If the amount of the disclosed claim or counterclaim does not exceed $25,000, the dispute will be resolved solely on the basis of submitted written documents, unless the arbitrator, in their discretion, determines that a non-in-person hearing is appropriate under the circumstances. If an in-person hearing is required, you and/or the other party may participate by telephone, unless the arbitrator directs otherwise.

The arbitrator will render an award on the merits of all claims in accordance with applicable law. The arbitral award shall be final and binding on both parties, and a judgment on the arbitral award may be entered in any court of competent jurisdiction. 7.1.3 Arbitration Fees

Unless otherwise provided in the Commercial Rules (or the applicable Consumer Arbitration Rules), you and Emoottoo shall each bear 50% of all fees and expenses of the AAA and the arbitrator.

7.1.4 Severability

If the arbitrator rules that any part of this Arbitration Agreement is invalid or unenforceable, the remaining parts of this Arbitration Agreement shall remain in full force and effect.

7.2 Waiver of Right to Jury Trial

To the fullest extent permitted by law, you and Emoottoo hereby knowingly, voluntarily, irrevocably, and unconditionally waive the right to a jury trial with respect to any and all disputes. You and Emoottoo intentionally waive the right to a jury trial because both parties prefer to resolve all disputes in accordance with the provisions of Section 7 (Arbitration) of this Agreement. The waiver of the right to a jury trial is a material inducement for you to enter into this Agreement. Furthermore, you and Emoottoo knowingly, voluntarily, irrevocably, and unconditionally waive all rights to participate in class actions, class arbitrations, or other forms of collective dispute resolution with other parties.

8. Emoottoo’s Intellectual Property

All materials displayed, presented, or provided within the Services—including, but not limited to, text, graphics, data, articles, photographs, images, illustrations, user submissions, etc.—are protected by copyright and/or other intellectual property laws. You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any such content accessed by you through the Services; furthermore, you agree not to use, copy, reproduce, modify, create derivative works from, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit for any purpose any content not owned by you, without the prior consent of the content owner or in a manner that infringes upon the rights of others (including Merchants).

9. Access and Interference

Most information on Emoottoo is updated in real-time and constitutes Emoottoo’s proprietary information or is licensed for use by Emoottoo’s merchants or third parties. You agree that, without Emoottoo’s prior express written permission, you will not use any robot, spider, scraper, or other automated means to access Emoottoo, except as expressly permitted by and in compliance with these Terms. Furthermore, you agree not to:
· Take any action that, in Emoottoo’s sole discretion, imposes or may impose an unreasonable or disproportionately large load on Emoottoo’s infrastructure; or
· Interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services.

10. Violations
Without limiting any other remedies, Emoottoo may, without prior notice and without refunding any fees, delay or immediately remove content, warn the Emoottoo community of your actions, issue a warning to you, limit your selling privileges, prohibit your access to the Services, temporarily or permanently suspend or freeze your account privileges, terminate your account, impose fines on you, withhold or confiscate payments due to you, take any other action as may be required by law, and/or take technical and legal measures to prevent you from using the Services, if:
· You have breached these Terms (including, but not limited to, any terms or policies contained within these Terms);
· Emoottoo is unable to verify or authenticate any of your personal information or content;
· Emoottoo believes that your actions are inconsistent with the letter or spirit of Emoottoo’s policies, that you have engaged in any improper or fraudulent activity in connection with Emoottoo, or that your actions may cause Emoottoo or other merchants using the Services to incur legal liability or suffer financial loss;
· Your account remains unconfirmed;
· Emoottoo determines that your account has been used to engage in deceptive, fraudulent, or illegal activities, or to commit a serious violation of our policies or this Agreement;
· Emoottoo determines that your fulfillment of obligations under this Agreement is likely to result in returns, claims, disputes, violations of our terms or policies, or any other risk to Emoottoo, its users, or other third parties; or
· The merchant determines, suspects, or is informed that you are selling goods or engaging in activities defined as Prohibited Activities under Section 5 of this Agreement (including, but not limited to, the sale of counterfeit or illegal goods, or goods that infringe upon the rights of third parties). 11. Warranty Disclaimer
To the maximum extent permitted by applicable law, all Services are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties or conditions of any kind, either express, implied, or statutory. To the maximum extent permitted by applicable law, Emoottoo (including itself, its affiliates, and its licensors) expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, implied warranties of title, merchantability, performance, fitness for a particular purpose, or non-infringement, as well as warranties regarding the uninterrupted or error-free use of the Services. Furthermore, any advice or information (whether oral or written) obtained by you from Emoottoo shall not create any warranty.

You acknowledge and agree that, to the maximum extent permitted by applicable law, you assume full responsibility for your use of the Services, and that any information you send or receive during your use of the Services may not be secure and may be intercepted or otherwise accessed by unauthorized third parties. You agree that, to the maximum extent permitted by applicable law, Emoottoo shall not be liable for any loss of or damage to property or data resulting from your access to or download of any materials within the Services.

If you rely on any data or information obtained through the Services, you do so at your own risk. You are solely responsible for any damages or losses resulting from your use of such data or information.

Some jurisdictions do not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions, and limitations may not apply to you, and you may have additional rights.

12. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Emoottoo (or its affiliates or licensors) be liable to you or to any other person for any indirect, special, incidental, or consequential damages—regardless of the legal theory upon which the claim is based (including, but not limited to, tort, contract, warranty, strict liability, or otherwise)—including, but not limited to, damages for loss of profits, loss of goodwill, work stoppage, inaccuracy of results, or computer failure or malfunction arising out of or related to the Services or your use of or inability to use the Services, even if Emoottoo, its affiliates, or any other person has been advised of the possibility of such costs or damages. This disclaimer applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, file corruption, communication line failure, network or system outage, your loss of profits, or any theft, destruction, unauthorized access to, alteration of, loss, or use of any record or data, and any other tangible or intangible loss, but is not limited thereto.

You hereby specifically acknowledge and agree that Emoottoo is not liable for any defamatory, offensive, or illegal conduct of any user of the Services.

[In no event shall Emoottoo’s total aggregate liability to you for all damages exceed the fees paid by you to Emoottoo during the six (6) months immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.]

The limitations on damages set forth above are fundamental elements of the basis of the bargain between Emoottoo and you.

Some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If, notwithstanding the "Governing Law" section of these Terms, such laws apply to you, then the above limitations shall apply only to the maximum extent permitted by applicable law.

13. Indemnification
To the fullest extent permitted by applicable law, you release us from liability and agree to indemnify, defend, and hold harmless Emoottoo and its affiliates, officers, agents, employees, and partners from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys' fees) arising out of or in any way related to: (A) your actual or alleged breach of any obligation under this Agreement; (B) your products, services, or content, including, without limitation, any actual or alleged infringement or violation of any intellectual property rights, violation of any privacy rights or third-party agreements, violation of any applicable laws, rules, or regulations, and any resulting personal injury, death, or property damage; (C) your use of the Services (including any actions taken by a third party using your account); and (D) your Taxes (as defined below). You shall retain counsel reasonably satisfactory to us to defend against any indemnified claim. If, at any time, we have reason to believe that any indemnified claim may adversely affect us, we may, at our own expense, assume the defense thereof. You shall not consent to the entry of any judgment or enter into any settlement regarding any claim without our prior written consent.

"Your Taxes" refers to any and all sales taxes, goods and services taxes, use taxes, excise taxes, premium taxes, import taxes, export taxes, value-added taxes, consumption taxes, and other taxes, regulatory fees, levies (specifically including environmental taxes), charges, or duties that are required to be collected or paid—for any reason whatsoever—arising from your use of the Services, or from any advertising, offers, or sales of products, services, or content made by you on, through, or in connection with the Services. This defined term also refers to any of the aforementioned types of taxes, duties, levies, or charges that are assessed or collected by Emoottoo or any of its affiliates in connection with the performance of the Services (including, without limitation, the packaging, shipping, or other handling by Emoottoo of inventory, products, services, content, or other materials owned by you and stored by Emoottoo). However, "Your Taxes" shall not include any taxes that have been collected and remitted by Emoottoo in accordance with its Tax Policy.

14. Insurance
Upon Emoottoo’s request, you shall, within thirty (30) days, at your own expense, maintain for the remainder of the Term commercial general liability insurance, umbrella liability insurance, or excess liability insurance, with per-occurrence and aggregate coverage limits that meet our requirements. Such insurance shall cover liabilities arising out of or related to your business operations—including product liability, products/completed operations liability, and personal injury liability—and the policy shall name Emoottoo, its affiliates, and its assignees as additional insureds. Upon our request, you shall provide us with a certificate of insurance evidencing such coverage. 15. Taxes; Legal Compliance
As between the parties, you shall be responsible for collecting, reporting, and remitting all of your taxes, except in instances where Emoottoo elects or is required by applicable law to calculate, collect, and remit such taxes.

Notwithstanding the foregoing, or any provision that may in any way limit the foregoing, you shall comply with all.