Terms and conditions

These Terms and Conditions for Cartpanda Inc. Buyers and Sellers (hereinafter referred to as the “Terms”) are a legally binding agreement between each individual person or entity (referenced herein as “You”) and Cartpanda Inc. (hereinafter referred to as “Cartpanda” We,” “Our,” or “Us”) that applies each time a Buyer uses this website or a Seller enables a Product to sell, located at: [cartpanda.com], or other subdomains or other affiliated websites of the previously mentioned website (collectively, the “Site”) and its available functionality, including using the Site to purchase goods sold and delivered by Cartpanda (the “Products”). To make these Terms easier to read, the Site and other interactive features or services, including Our platform services therein are collectively called the “Services”. You should therefore read carefully these Terms and our Privacy Policy ( (the “Privacy Policy”) as they govern the purchase of Products and use of the Services, regardless of how You access them, whether by computer, mobile device, or otherwise; and whether directly through Our Services, or through any third-party website that links to them, and regardless of whether You are registered as a Seller, if you register to sell Products, or as a Buyer, if you buy a Product.

Cartpanda Inc., a company part of the Cartpanda group, operates an online platform [cartpanda.com] that enables Buyers and Sellers to buy/sell Products.

Through these Terms, the Buyer who concludes a request to buy a Product authorizes Cartpanda to buy the Product from the Seller in the country where Seller is resident. After purchasing the Product from Seller, We will subsequently sell the Product to Buyer in the country in which he/she/it is resident.

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND CARTPANDA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

BY PLACING AN ORDER FOR PRODUCTS FROM THE SITE, REGISTERING AN PRODUCT OR OTHERWISE USING THE SERVICES, YOU ACCEPT AND ARE BOUND BY THESE TERMS. YOU MAY NOT USE THE SERVICES NOR ORDER OR OBTAIN PRODUCTS FROM THE SITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT OF LEGAL AGE TO FORM OR ARE NOT CAPABLE OF FORMING A BINDING CONTRACT WITH CARTPANDA, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES.

If You are accessing and using the Services or purchasing/selling Products on behalf of a company (such as your employer) or other legal entity, You represent and warrant that You have the authority to bind that entity to these Terms. In that case, “You” and “Your” will refer to that entity.

If You breach these Terms, or if We suspect that You have breached these Terms, You shall forfeit any unpaid Seller Payments or other kinds of payments otherwise due by Cartpanda. Alternatively, Cartpanda, in its sole discretion, may elect to withhold unpaid Seller Payments or deduct the amount of previously paid Seller Payments from future payments due to Seller (collectively, the “Withholding”) if: (1) Cartpanda suspects or determines, in its sole discretion, that You have breached these Terms or violated any applicable law, rule, or regulation; (2) Cartpanda receives any complaints about You which We reasonably believe to indicate You breached these Terms or violated any applicable law, rule, or regulation; or (3) Cartpanda determines, in its sole discretion, that We paid Seller as a result of Your breach of these Terms or violation of any applicable law, rule, or regulation. The Withholding shall be used to offset Cartpanda’s actual or potential losses and liabilities, including but not limited to Our attorneys’ fees and costs, as a result of Your breach of these Terms. The Withholding is in addition to any other rights and remedies in law or equity that We may have as a result of Your breach of these Terms.

1. CHANGES TO THESE TERMS OR THE SERVICES. These Terms are subject to change by Cartpanda, and such changes can be made without prior written notice at any time, in Our sole discretion. The latest version of these Terms will be posted on this Site, and You should review these Terms before purchasing any Products that are available through the Services. Your continued use of the Services after a posted change in these Terms will constitute your acceptance of and agreement to such changes. Further, because Our Services are evolving over time We may change or discontinue all or any part of the Services, at any time and without notice, at Our sole discretion.

2. FEEDBACK. We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Products and Services (“Feedback”). If You choose to submit Feedback, You agree that We are free to use it without any restriction or compensation to You.

I. SPECIFIC DISPOSITIONS FOR BUYERS

3. ACCEPTANCE OF ORDERS. If You are a Buyer, You agree that your order is an offer to buy, under these Terms, all Products listed in your order. All orders must be accepted by Us, or We will not be obligated to sell the Products to You. We may choose not to accept any orders in Our sole discretion. After receiving your order, We will send You a confirmation email with your order number and details of the Products You have ordered. Acceptance of your order and the formation of the contract of sale between Cartpanda, and You will not take place unless and until You receive your order confirmation email. Further, We have the right to limit any orders or quantities, extend the delivery timeline for any reason after the order has been placed and accepted, and/or refuse to ship a Product to you for any reason. We will not be liable if a Product is unavailable or if shipment is delayed.

4. ORDER ELIGIBILITY. If You are a Buyer, when You place an order for a Product, You represent and warrant that: (i) You are buying Products through the Services for personal use only, not for commercial resale or export; and (ii) You will comply with all applicable laws, rules, and regulations related to your purchase, receipt, possession, use, and sale of any Products through the Services. You represent, warrant, and covenant that in accessing and using the Services, You have the right to provide and use all information, content, and data that You provide to the Services.

II. SPECIFIC DISPOSITIONS FOR SELLERS

5. PRODUCT REGISTRATION.

5.1 If you are a Seller, You will be able to set up and register individual Products for sale. By creating an account, You warrant that the information provided is truthful and accurate and that You are not misrepresenting any identity.

5.2 We will review Your information and may, in its sole discretion, determine whether to allow You to access the Services.

5.3 At any time, We may, at Our own discretion, for any or no reason, with or without notice to the Seller and without warranty for contractual penalties or liability claims, delete and remove Products.

5.4 You are responsible for maintaining the confidentiality of any credentials used to access Your account, and You agree not to transfer Your password or user name, or lend or otherwise transfer Your use of or access to Your account to any third party.

5.5 You are fully responsible for all transactions with, and information conveyed to, Us under Your account. You agree that We are not liable, and You will hold We harmless, for any loss or damage arising from Your failure to comply with any obligations set forth herein.

5.6 You agree to immediately notify Us of any unauthorized use of Your credentials or any other breach of security related to Your account.

6. SALE TO BUYERS. After Product registration, if a Buyer completes an order, We will purchase the corresponding Product from Seller. Cartpanda will then sell the Product directly to the Buyer. Upon completion of the order, We will notify Seller of the Buyer’s order via email, API, or some other mutually agreeable.

7. SELLER’S OBLIGATIONS

7.1 In addition to any Seller’s obligation set forth under these Terms, Seller shall:

a. represent and warrant that (I) You will comply with all applicable laws, rules, and regulations related to Your sell, (II) that in accessing and using the Services, You have the right to provide and use all information, content, and data that You provide to the Services, and (III) You will comply all applicable laws, rules, and regulations regarding advertisement provided in these Terms’ Annex.

b. Comply with applicable laws and regulations concerning collection of taxes associated with Product sells, which may vary by country.

c. assume the full responsibility for the timely payment of any taxes due.

d. prominently post and make available to Buyers on Seller’s website, a privacy policy in compliance with all applicable laws that clearly, conspicuously, and accurately discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with these Terms and the provision of such personally identifiable information to Cartpanda.

e. represent and warrant that Seller is the holder of all rights in the Products offered for sale, and Seller either owns or has the legal right to use and distribute all content, copyrighted material, intellectual property in marketing materials Seller uses to market the Products. This includes, but is not limited to, Product descriptions, information, images, customer reviews, any other materials on Seller’s website, as well as the content or information provided to Us.

f. represent and warrant that You will comply with all applicable laws, rules, and regulations regarding the sale and marketing of Seller’s Products, including without limitation the Federal Trade Commission Act, the Food Drug and Cosmetic Act, the Dietary Supplement Health and Education Act, Federal Trade Commission Endorsements Guides, the Federal Trade Commission’s Telemarketing Sales Rule, the CAN-SPAM Act of 2003 and all state anti-spam laws such as California Business & Professions Code Section §§ 17529.5, 1798.83, the Telephone Consumer Protection Act and state mini-TCPA statutes, state and data privacy regulations such as the Children’s Online Privacy Protection Act, the California Online Privacy Protection Act and the California Consumer Privacy Act, and the California Health and Safety Code section 25249.6 (“Proposition 65”), and any other applicable federal, state, and local consumer protection laws, regulations, and standards.

g. notify Cartpanda of any complaint received by Seller regarding any Product, promotion, or advertisement used in connection with Products within twenty-four hours of receiving such complaint.

III. DISPOSITIONS FOR SELLERS AND BUYERS

8. PRIVACY AND SECURITY. Please review Our Privacy Policy, which governs the processing of all personal data collected from You in connection with your purchase of Products through the Site, and You consent to all actions Cartpanda takes with respect to such information, so long as such actions are consistent with the Privacy Policy.

9. PRICING AND AVAILABILITY; PAYMENT

9.1 Subject to applicable law, all prices for Products posted are subject to change without notice. Further, Cartpanda reserves the right to change the prices and available Products at any time. Quantities of some Products may be limited and stock cannot always be guaranteed. We reserve the right to discontinue any Product at any time. The price charged for a Product will be the price in effect at the time the order is placed and will be included in the order confirmation email. Price increases will only apply to orders placed after such changes. All applicable taxes, shipping and handling charges are not included in the prices displayed and will be added to the total price in Buyer’s shopping cart and in the order confirmation email. Buyer and Seller are jointly responsible for the payment of such taxes related to the Transaction. We have the right to charge Buyer and/or Seller for any taxes that We believe We are required to pay or collect related to the Transaction.

9.2 We are not responsible for pricing, typographical, or other errors in any offer, and We reserve the right to cancel any orders arising from such errors.Terms of payment are within Our sole discretion, and payment must be received by Us before Our acceptance of an order.

9.3 When You make a purchase/sell via the Services for Products (each, a “Transaction”), You expressly authorize Us (or Our third-party payment processor) to charge You for such Transaction. We may ask You to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that (i) the Payment Information You supply to Us is true, correct, and complete, (ii) You are duly authorized to use such credit card for the purchase of Products, (iii) charges incurred by You will be honored by your credit card company, and (iv) You will pay charges incurred by You at the posted prices, including all applicable taxes, if any. Payment is subject to validation and authorization by both the card company or payment processor and by Cartpanda to maintain security and prevent fraud. When You initiate a Transaction, You authorize us to provide your Payment Information to third parties so We can complete your Transaction and to charge your payment method for the type of Transaction You have selected (plus any applicable taxes and other charges that your bank or other financial service provider may levy on You). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, You agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to You. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

9.4 If You pay through credit card, We will charge Your credit card when your order is processed. The bank issuing your credit card may control when to release funds in the case of an order cancellation or refund. We reserve the right to use the payment information You provide Us in connection with this payment to provide better service to You should You wish to use Our service again in the future and to protect us from fraud and other losses. Completion of a payment transaction is contingent upon: (i) You providing complete personal, account, transaction and any other information needed, (ii) authorization of the payment by your credit or debit card company, and (iii) acceptance of your payment.

9.5 Except as expressly provided in these Terms, all orders are non-cancelable; We may grant or deny cancellation requests for individual orders in Our sole and absolute discretion. We may also, in Our sole discretion, cancel any payment at any time by providing notice to You through Your contact information or by a notice when You attempt to make a payment. We may cancel a payment or prevent You from initiating future payments for any reason, including, without limitation, the following: (i) if You attempt to use the Services in breach of any applicable law or regulation, including the credit card network rules or regulations; (ii) if You use the Services in breach of these Terms; (iii) if your payment method is declined; (iv) if We suspect fraudulent, unlawful or improper activity regarding a payment; (v) if We detect, in Our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; (vi) failure to cooperate in an investigation or provide additional information when requested; or (vii) any other circumstances We deem appropriate in its sole discretion.

9.6 Seller shall specify a non-binding price recommendation for the net sales price of each Product. Once a Buyer completes an order for the corresponding Product, We shall pay Seller an amount based on the non-binding price recommendation, plus tax due for the specific sale to the Buyer, less Cartpanda’s fees (“Seller Payments”).

9.7 Seller Payments shall be issued to Seller via the payment method specified at the time of creating an account. Seller Payments shall be issued within 60 days of the Buyer’s purchase date, or in the time period specified on the Site or otherwise agreed to by the Parties. Without limiting the foregoing, We reserve the right to extend the period in which it issues refunds to and accepts returns from Consumers, up to 365 days after the date of purchase, in which case Seller shall not receive Seller Payments until such refunds and returns are processed by Us.

9.8 Notwithstanding anything in these Terms or on the Site to the contrary, Cartpanda expressly reserves the right withhold a percentage of Seller Payments for an additional time period to account for potential or anticipated Buyer’s chargebacks, refunds, and returns. Cartpanda reserves the right to extend the time for disbursement of Seller Payments if Cartpanda considers the quantities of a Product sold are low in relation to the Product price.

9.9 If a Buyer requests a return or refund or initiates a chargeback for the Product, We shall deduct the corresponding amount, including a transaction and chargeback fee, from Seller Payments for such returns, refunds, or chargebacks. Product reserves the right to withhold Seller Payments in whole or in part if it suspects that Seller has violated these Terms, or any applicable law, rule, or regulation, or if Products are suspected or deemed to be defective, or if Seller offers insufficient Product access or support, as determined by Us in Our sole discretion.

9.10 Notwithstanding anything in these Terms, Cartpanda expressly reserves the right withhold a percentage of Seller Payments for an additional time period to account for potential or anticipated chargebacks, refunds, and returns.

10. RETURN AND REFUNDS. To request cancellation of the purchase of a Product or request a Product return, the Buyer must contact Us through the following channel: support@cartpanda.com, presenting the reasons for the cancellation or return request. We will evaluate Your request within two work days. Any refunds or replacements are made solely in Our discretion.

11. TRANSFER OF TITLE. Title to Products pass from Seller to Us when Buyer completes an order to buy in Seller’s country of residence (e.g. if the Seller is incorporated in Brazil, the title to Products will pass in Brazil). Title to Products pass from Us to Buyer when the Product becomes available to Buyer in Buyers’ country of residence.

11.1 Seller shall fill, sign, and submit any form for tax, customs, regulatory, inspection, among other purposes, that We require to transfer the title to Products in any jurisdiction.

11.2 If Seller does not comply with Section 11.1, We are authorized to withhold all Seller Payments until Seller fulfils Section 11.1, or to terminate the Services.

12. DAMAGED OR INCOMPLETE SHIPMENT. If You have received a damaged or incomplete shipment of Products, or if you are otherwise unhappy with any Product, please email us at support@cartpanda.com. Any refunds are made solely in Our discretion.

13. TEMPORARY INACCESSIBILITY. Due to the specific nature of the online environment, Cartpanda cannot guarantee that the Services will be available and accessible without interruption. It may be necessary to restrict the availability of the Services or certain areas or features related to it, considering capacity limits, the security or integrity of its servers, and carrying out maintenance or service enhancement measures. Such situations will be considered force majeure, excluding Cartpanda's liability.

14. GENERAL PROHIBITIONS AND CARTPANDA’S ENFORCEMENT RIGHTS. You agree not to do any of the following:

14.1 Use, display, mirror, extract, scrape, copy, index or frame the Services (including any content made available by us therein), Products or any individual element within the Services, Cartpanda’s Products, Cartpanda’s name, any Cartpanda trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Cartpanda's express written consent;

14.2 Access, tamper with, or use non-public areas of the Services, Cartpanda's computer systems, or the technical delivery systems of Cartpanda's providers;

14.3 Attempt to probe, scan, or test the vulnerability of any Cartpanda system or network or breach any security or authentication measures;

14.4 Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Cartpanda or any of Cartpanda's providers or any other third party (including another user) to protect the Services;

14.5 Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Cartpanda or other generally available third-party web browsers;

14.6 Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

14.7 Use any meta tags or other hidden text or metadata utilizing a Cartpanda trademark, logo URL or Product name without Cartpanda's express written consent;

14.8 Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

14.9 Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information;

14.10 Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;

14.11 Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

14.12 Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

14.13 Impersonate or misrepresent your affiliation with any person or entity;

14.14 Violate any applicable law or regulation; or

14.15 Encourage or enable any other individual to do any of the foregoing.

14.16 Cartpanda is not obligated to monitor access to or use of the Services or to review or edit any content. However, We have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if We, at Our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. You are solely responsible for your interactions with other users of the Services and Cartpanda bears no responsibility for your interactions with other users of the Services. Further, Cartpanda is not party to any disputes between You and other users.

15. LINKS TO THIRD PARTY WEBSITES OR RESOURCES. The Services may allow You to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

16. DISCLAIMER. SUBJECT TO APPLICABLE LAW, BUYER’S USE OF THE SERVICES AND ALL PRODUCTS OFFERED ON THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY WHATSOEVER, UNLESS YOU ARE PROVIDED WITH A WARRANTY EXPRESSLY PROVIDED BY THE SELLER, IN WHICH CASE SUCH WARRANTY WILL APPLY FROM THE SELLER TO THE BUYER. WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WE MAKE NO WARRANTY THAT THE PRODUCTS OR SERVICES WILL MEET BUYER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

17. LIMITATION OF LIABILITY

17.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CARTPANDA NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PRODUCTS OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CARTPANDA OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

17.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CARTPANDA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS BUYERS HAVE PAID OR ARE PAYABLE BY YOU TO CARTPANDA FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CARTPANDA FOR USE OF THE SERVICES, AS APPLICABLE.

17.3 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CARTPANDA AND YOU WITH RESPECT TO YOUR USE OF THE SERVICES.

18. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless Cartpanda, its affiliates, and their respective officers, directors, employees, contractors, successors, and assigns from and against any liabilities, claims, disputes, demands, damages, judgments, losses, costs, expenses, or fees (including reasonable attorneys' and accounting fees) arising out of or relating to: (i) your purchase of, access to, or use of the Products or Services, or (ii) your violation of these Terms.

19. INTELLECTUAL PROPERTY

19.1 You acknowledge and agree that Cartpanda is and will remain the sole and exclusive owner of all patents, utility models, industrial designs, copyright, trademarks, trade dress, rights over new creations, trade secrets, software, integrated circuits, domain names, and all other rights related to copyright, industrial property, and exclusive rights over intangibles of any kind, in any jurisdiction (including any application for registration thereof), covering also inventions, manifested idea, expressed concept, discovery, development, research, technology, intellectual work, industrial secret, software and/or its source code and object code, firmware, content, audiovisual material, tools, processes, techniques, know-how or technical knowledge, data, plans, devices, appliances, specifications, drawings, prototypes, circuits, layout, new inventions, algorithms, programs, codes, documentation or any other tangible or intangible material or information, whether or not it has been protected as a patent, copyright, trademarks, or in any other way protected (including all its versions, modifications, improvements, and derivative works every invention, discovery, enhancement, invention, process, software, utility model, artwork and other works protected by copyright, industrial design and/or trademark, especially, but not limited to, intangibles and intellectual property rights in and to the Services and all related intellectual property rights.

19.2 The Cartpanda family of trademarks, service marks, and other marks of indicia, including all related names, logos, product names, designs, and slogans, are trademarks of Cartpanda or its affiliates or licensors. You may not use such marks without the prior written permission of Cartpanda.

19.3 Pursuant to these Terms, Cartpanda grants You a non-exclusive, non-sublicensable, revocable license entitling You to use the Site, including the web server, computers, and networks available at Cartpanda, used to make such website available for purposes set out in these Terms, solely for the purpose of making Transactions. All rights not granted herein are reserved.

20. GOVERNING LAW AND JURISDICTION. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and in accordance with the laws of the State of Delaware, without regard to its conflict of law’s provisions. Except as otherwise expressly set forth in Section 21 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that You and Cartpanda are not required to arbitrate will be the state and federal courts located in Delaware, and You and Cartpanda each waive any objection to jurisdiction and venue in such courts.

21. DISPUTE RESOLUTION

21.1 Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Cartpanda agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that You and Cartpanda are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

21.2 Exceptions. As limited exceptions to Section 21.1 above: (i) We both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) We each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of Our intellectual property rights.

21.3 Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where You live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

21.4 Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and We won’t seek to recover the administration and arbitrator fees We are responsible for paying, unless the arbitrator finds your Dispute frivolous. If We prevail in arbitration We’ll pay all of Our attorneys’ fees and costs and won’t seek to recover them from You. If You prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

21.5 Injunctive and Declaratory Relief. Except as provided in Section 21.2 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that You or We prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

21.6 Class Action Waiver. YOU AND CARTPANDA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

21.7 Severability. With the exception of any of the provisions in Section 21.6 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

22. MISCELLANEOUS

22.1 You may not assign or transfer any of your rights or delegate any of your obligations under these Terms without Our prior written consent. Any purported assignment or delegation in violation of this Section 22 is null and void. Cartpanda may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

22.2 The failure by Us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Cartpanda. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

22.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than You. If any provision of these Terms is declared void, illegal, invalid, or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

22.4 These Terms constitute the entire and exclusive understanding and agreement between Cartpanda and You regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Cartpanda and You regarding the Services.

23. NOTICES. We may provide any notice to You under these Terms by sending a message to the email address you provide or by posting to the Site. Notices sent by email will be effective when We send the email, and notices We provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

24. TERMINATION

24.1 These Terms will take (re-take) effect at the time You accept, download, or begin using the Services, whichever is earliest.

24.2 These Terms will terminate automatically if: (i) You fail to comply with any of the Terms; or (ii) You cease all use of the Services. Termination in such event(s) will be effective without notice. In addition, Cartpanda may in its sole discretion terminate these Terms or suspend or termination your access to and use of the Services, including cancelling any order for Products, at Our sole discretion and at any time and without notice to You. Upon termination of these Terms, any and all of Your right(s) to use the Site and Services shall immediately cease.

24.3 Upon any termination, discontinuation, or cancellation of the Services, the following Sections will survive: 2, 8, 9 (only for payments due and owing to Cartpanda prior to the date of termination), 10, 16, 18, 19, 20, 21, 22, 23, 24, 25, the last sentence of 24.2, and 24.3.

25. CONTACT INFORMATION. If You have any questions about these Terms or the Services, please contact Cartpanda at support@cartpanda.com.

ANNEX – ADVERSITMENT

ANNEX

ADVERTISING RULES AND RESTRICTIONS

1. General Restrictions.

In addition to Seller’s obligations, no marketing content published or otherwise distributed by Seller shall:

a) contain content that is an invasion of privacy, degrading, libelous, unlawful, deceptive, profane, obscene, pornographic, tends to ridicule or embarrass, or is in bad taste, at the sole discretion of Cartpanda;

b) spawn malicious, false, or deceptive pop-ups or exit pop-ups;

c) generate Leads that are not initiated by the affirmative acts of a Buyer;

d) promote any illegal activity including, without limitation, gambling, illegal substances, software piracy, or hacking;

e) promote violence, discrimination based on protected characteristic, sexual content, alcohol, tobacco, prescription or over-the counter drugs; or

f) spoof, or redirect, traffic to or from any adult-oriented web sites or other web sites not specifically designated by Cartpanda, as a landing page.

g) incentivize lead generation by offering incentives, including, but not limited, points, rewards, cash, or prizes, to Buyers in return for their response to a promotion;

h) use surveys;

i) serve advertisements, or drive traffic to advertisements, using any adware, spyware, plug-ins, popups, pop-under technologies, or similar downloadable applications, or use offer walls of any kind unless authorized by Cartpanda;

j) use not use malware, cloak the IP addresses, or generate proxy server traffic;

k) infringe intellectual property or personal rights of any third party, (including any variations or incorrect spellings of third-party brands and/or brand names in any domain names, usernames, or other descriptions); or

l) engaging in consumer fraud, banking fraud, credit card fraud, sending unwanted advertising (spamming), or other illegal sales activities that violate applicable provisions of law.

2. Advertising Rules.

Seller shall only advertise their Products using the marketing channels permitted by Cartpanda.

a) Email Advertising.

When using email as an advertising or promotional method, Seller shall comply with the following Email Content Requirements and Email Suppression and Monitoring Requirements:

a. Email Content Requirements. Sellers shall ensure that:

i. emails comply with all applicable statutes, including CAN-SPAM (15 U.S.C. § 7701) and all state anti-spam laws such as California Business & Professions Code § 17529. If Seller sends emails to Canadian or European Union email addresses or email addresses corresponding to Canadian or European Union users, Seller shall comply with all applicable international, federal, state and local laws, rules, and regulations including but not limited to Canada’s Anti-Spam Legislation and the General Data Protection Regulation 2016/679.

ii. emails have accurate email header information (including source, destination, date and time, and routing information) and accurate, non-misleading subject lines and from lines.

iii. emails include an originating email domain name that is openly and accurately registered to the person or entity who transmitted the message. The use of an originating email domain name that is privately registered, or registered with information this is false, fails to identify the person or entity who transmitted the email message or fails to provide accurate contact information for the person or entity who transmitted the email message, is prohibited. Seller must not use email accounts or domain names that use information that falsifies the identity of the registrant.

iv. emails include a clear and conspicuous identification that the message is an advertisement or solicitation. Such an identification shall state “This is an advertisement”.

v. emails include (a) clear and conspicuous notice of the recipient’s right to opt-out of receiving future emails; and, (b) a functioning return email address or other internet-based mechanism that a recipient may use to make such an “opt-out” request. Such a notice shall state:

This is an advertisement. If you would prefer not to receive future marketing messages from us, click here or write to [Company Name], [Street Address], [City], [State] [Zip Code].

acceptable methods include (a) having an unsubscribe link in each email delivered which is unique to the recipient, (b) having a link to a non-password protected website where the individual can “opt-out” from receiving further email solicitations from Seller, or (c) allowing the recipient to respond to a functioning return electronic email address with a message that is either blank or has “Unsubscribe” in the subject line. In every case, the unsubscribe process must be both easy to use and effective. The opt-out mechanism must remain active for at least thirty days from the date of the email.

vi. emails include Seller’s valid postal address.

b. Email Suppression and Monitoring Requirements.

i. all emails sent by Seller shall be delivered only to addresses on email lists owned or managed solely by Seller. Seller represents and warrants that the recipients of all email addresses used in connection with the Terms have manifested affirmative, direct consent to receive commercial emails from Seller. Seller agrees that, within twenty-four (24) hours of Cartpanda’s request, Seller shall provide, at a minimum, the following subscriber sign-up and registration data for any email address to which any email is sent: (a) subscriber’s IP address; (b) date and time of subscriber’s sign-up/registration; (c) location and URL of website of subscriber’s sign-up and registration; and the email address and other information submitted by subscriber at the time of sign up.

ii. Sellers shall provide Cartpanda with a list of all email addresses associated with recipients who have “opted-out” or requested that Seller stop sending emails to that recipient (“Suppression List”).

iii. all unsubscribe requests must be honored within ten (10) days from receipt of request. Sellers (as applicable) shall maintain electronic or tangible records confirming the removal of such emails from email lists for verification by Cartpanda.

iv. Seller must remove from any email transmission list any

v. Seller is responsible for any sending of email messages as well as proper usage of the Suppression List.

vi. Seller must not sell, lease, exchange or otherwise transfer or release any opt-out email address on the Suppression List or as otherwise collected, except as required by law. The Suppression List shall be considered Confidential Information.

vii. Seller must not send email messages to email addresses that have been improperly obtained, including addresses harvested from the Internet without consent and randomly generated addresses.

viii. Seller must not send email messages from accounts obtained using scripts or other automated means of registering for multiple email accounts.

ix. Seller must not send emails for the purpose of harvesting the email addresses in order to send future unsolicited emails.

x. upon request from Cartpanda, Seller shall immediately stop sending any emails that contain a particular advertisement or advertising material.

xi. prior to any emailing, Seller must scrub against the applicable suppression files, and thereafter Seller must scrub against the applicable suppression files at least every seven days.

c. Phone and Text Message Advertising.

Seller shall not send or use text messages or telephone calls, SMS, MMS messages (including any telephone calls using prerecorded voice or sending “ringless voicemails”) unless Cartpanda provides its prior express written permission, in which case Seller shall comply with each of the following requirements:

a. Seller shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations and codes concerning telemarketing and text message marketing, including but not limited to including, but not limited to the Telephone Consumer Protection Act (47 C.F.R. § 227) (“TCPA”), the Telemarketing and Consumer Fraud and Abuse Prevention Act (15 U.S.C. §§ 6101-6108), the Telemarketing Sales Rule (16 C.F.R. Part 310), Federal Communications Commission rules implementing the TCPA and court decisions interpreting the TCPA, and all federal and state “Do Not Call” laws, rules, and requirements.

b. Seller shall obtain “prior express written consent” from every recipient to which it places any telephone call or sending any text messages, as that term is defined under the TCPA, TSR, and decisions and orders issued by the Federal Communications Commission and interpreting courts.

c. Seller shall not place any calls to telephone numbers listed on the U.S. national Do Not Call list and all state Do Not Call lists, as well as any other lists that may be provided by Cartpanda.

d. Seller shall comply with all applicable laws, rules, and requirements concerning disclosures, opt-outs, and revocation of consent.

e. Seller shall implement written policies and procedures to comply with applicable laws, rules, and regulations concerning telemarketing.

f. Seller shall maintain an internal “Do Not Call” list of consumers who have requested not to receive telephone solicitations from or on behalf of Seller and shall not make any outbound calls or send outbound text messages to any telephone numbers or consumers listed on Seller’s internal “Do Not Call” list. Seller shall inform Cartpanda immediately, but in no less than 24 hours, after receiving any “do not call” request from a consumer or revocation of consent to receive telephone calls or text messages concerning Cartpanda, its products, or the services hereunder.

d. Endorsements and Testimonials.

Sellers are prohibited from using an Endorsement or Testimonial to advertise Products, unless Cartpanda has given prior express written consent. “Endorsement” or “Testimonial” (collectively “Testimonial”) means any advertising message (including but not limited to Buyers testimonials, celebrity or expert endorsements, blogs, verbal statements, demonstrations, or depictions of the name, signature, likeness or other identifying personal characteristics of an individual or the name, logo or seal of an organization) that Buyers are likely to believe reflects the opinions, beliefs, findings, or experience. This restriction includes the following:

a. Seller shall not use any Testimonial unless such Testimonial complies with the Federal Trade Commission’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations).

b. Consistent with this, the Endorser may not use false Testimonials, and all Testimonials must reflect the honest opinions, findings, beliefs and/or experience of the Endorser, and shall not convey an express or implied representation that would be deceptive if made directly by Seller.

c. Further, no Testimonial may contain representations for which the Seller does not have substantiation or that would be considered deceptive.

d. If the Testimonial represents that the Endorser uses Seller’s Product, the Endorser must have been a bona fide user of it at the time the Testimonial was given, and Seller may use the testimonial only as long as the Seller has good reason to believe that the Endorser continues to subscribe to the views presented.

e. The advertisement must include a clear and conspicuous disclosure of any material connection between the Seller disseminating the advertisement and Advertiser. Examples of “material connections” that must be disclosed include, but are not limited to: (i) compensation or consideration (benefits or incentives such as money, loaner products, review items, rewards, points, prizes, free or discounted items or services, promotional items or services, in-kind gifts, samples, coupons, or special access privileges) provided by Seller.