Seller Terms of Service

Welcome to Truly Free Market! We are excited to have you as part of our innovative and thriving online community. Our commitment to our Sellers, Members, and Partners is to provide a transparent and fair marketplace with unique benefits for all.

Please review our Seller Terms of Service below, the Partner Terms of Service that are also applicable to you in your capacity as a Partner, our Conditions of Use, our Privacy Policies, our Minimum Security Measures, any applicable Supplemental Terms, and each other applicable set of terms, conditions, policies, codes, and guidelines (collectively, the "Terms"). By creating an Account or using our Marketplace or any other Service as a Seller, you are agreeing to the Terms on behalf of yourself or the business you represent, all affiliates of you or that business, and anyone who uses the Marketplace or any other Service under your account ("you" or "your").

SELLER TERMS OF SERVICE

Truly Free Market, Inc., a Delaware corporation ("TFM" "we" "our" or "us"), operates Truly Free Market (the "Marketplace") as an online marketplace that enables Marketplace retailers (who are referred to as "Sellers") such as you to market and sell products to Marketplace customers (who are referred to as "Members"). Members may place orders with you through the Marketplace, and you are responsible for promptly shipping your products to them in accordance with the shipping information we provide and for handling returns and customer service. Our Marketplace is also uniquely designed to support your engagement and collaboration with influencers and other affiliate marketers (who are referred to as "Partners") to increase your marketing exposure and sales on the Marketplace.

The Marketplace is a service and includes related services (each a "Service") that you may be eligible to use subject to these Terms. Each Service may be subject to more-specific terms, conditions, policies, codes, and guidelines (which are referred to as "Supplemental Terms"). Our other Services include Truly Free Social, Truly Free Xchange, Truly Free Sherpa, Truly Free Ignite, and Truly Free Accelerator. We may also offer you and others promotions, which are temporary or limited variations to the Services or these Terms that may be subject to Supplemental Terms. Any conflict among Terms will be resolved in our discretion according to the following priority, as applicable: (1) Supplemental Terms, (2) these Seller Terms of Service or the Partner Terms of Service as applicable, and then (3) all other Terms.

THE TERMS CREATE A LEGALLY-BINDING AGREEMENT BETWEEN YOU AND TFM (THE "AGREEMENT"), TO WHICH YOU AGREE BY CREATING AN ACCOUNT, USING THE MARKETPLACE AS A SELLER, OR USING ANY OTHER SERVICE AS A SELLER.

Please note that, as a Seller on our Marketplace, you are also automatically registered as a Partner on our Marketplace. Accordingly, when acting in your capacity as a Seller on our Marketplace you are subject to these Seller Terms of Service primarily as well as the other applicable Terms, and when acting in your capacity as a Partner on our Marketplace you are primarily subject to the Partner Terms of Service as well as the other applicable Terms. Conflicts between the primary sets of Terms will be resolved by us based on the particular circumstances. Our determinations in this regard are final and binding.

Seller Plans

We offer optional Service levels for Sellers featuring different levels of Marketplace participation and related Services ("Seller Plans"). The Seller Plan that you choose affects the amount of your Marketplace License Fee. We may also offer promotions changing our Seller Plan offerings or their Marketplace License Fees.

The currently available Seller Plans are (1) Elite Service Suite, (2) Pro Service Suite, and (3) Startup Service Suite. A summary of their currently included Services follows. Seller Plans, their included Services, and Marketplace License Fees are subject to change at any time, with or without notice.

Seller Services Elite Pro Startup
List Products ✓ ✓ ✓
Email Support ✓ ✓ ✓
Chat Support ✓ ✓
Dedicated Account Rep ✓ ✓
Social App - Build a List ✓ ✓
Subscriptions ✓
Dedicated Promotions ✓
Advanced Analytics ✓
New Features Added ✓

For Marketplace License Fee information relevant to choosing your Selling Plan, please refer to the Our Fees and Other Seller Obligations section below.

Your Account

You must complete the registration process to register as a Seller with TFM, which will include information we need to set up your Seller account ("Account"), onboard your store, and enable you to sell products on our Marketplace. You may also be required to enroll separately in certain Services, subject to the applicable Supplemental Terms.

You are responsible for providing us valid, accurate, and updated information at registration and promptly as requested during the term of our Agreement, and for protecting your Account's security. Personal data that you provide us will be handled in accordance with our applicable Privacy Policies . By providing us information, you represent and warrant that you are authorized to do so, that all identified individuals are legally authorized to act on behalf of your business, and that the information is valid and accurate. We may require that you complete an Internal Revenue Service Form W-9, and may also require other documents, actions, and agreements as a condition to your eligibility or continued use of the Marketplace or other Services.

We reserve the right to reject registration and deny you use of the Marketplace and other Services for any reason, either before or after your Account is established. Use of the Marketplace and other Services is limited to persons that can lawfully enter into and form contracts under applicable law. You agree not to operate more than one Account as a Seller unless for a bona fide business reason.

Once your Account is established, we will provide you access to your private Seller portal ("Seller Portal"), which will serve as your primary Account data repository and communication vehicle with us. We will also provide access to Services in which you enroll in accordance with the applicable Supplemental Terms and in our discretion.

You agree that you will access your Account, the Seller Portal, the Marketplace, and other Services only during the term of this Agreement. You are responsible for choosing a unique and secure password and for maintaining its security. You are responsible for any authorized or unauthorized use of your password or Account, including any action taken under it. You must immediately change your password if it is or is suspected to be compromised. We are not responsible for any unauthorized use of your password or Account.

In order to keep the Marketplace safe and improve TFM's Services, we may take actions that restrict your store or listings or that otherwise impact your Account or use of the Marketplace or other Services. In the event we detect unusual order activity or we otherwise believe that your actions or your Marketplace store may result in increased risk of fraud, counterfeiting, or other claims, TFM may take actions such as limiting visibility of your Account or listings, placing restrictions or reserves on your Account, or suspending or terminating your Account. When appropriate and permitted by law, TFM will communicate information to you about the issue and any restrictions.

Our Commitment to "Zero Piracy"

We will not intentionally pirate your customers on the Marketplace. This means that, unlike certain other marketplaces, we will not use your Marketplace sales data against you by intentionally marketing alternative products to your potential Marketplace customers for our benefit. For example, if your sales data shows that you are successful in a hot product or category, we will not intentionally push your products down in our search results in favor of alternative products of our own or from which we earn more fees.

Of course, this does not mean that we will grant you preferential or exclusive rights to Member customers or product categories, or that we will not support the success of other Sellers who compete with you. We intend to support our Sellers fairly and offer support services including Truly Free Accelerator discussed above. Instead, our "Zero Piracy" commitment is a commitment to fairness and a "Truly Free" Market.

Our Fees and Your Other Payment Obligations

You agree to pay to TFM all fees and other amounts owed to us under these Terms. Fee details are described in the current Fee Schedule or the applicable Supplemental Terms. Fees and other payment obligations are subject to change effective upon updating the Fee Schedule, the applicable Supplemental Terms, or otherwise, with or without notice to you. Your fee and other payment obligations are joint and several.

Although we will primarily charge fees against your sales, you are also required to provide us with and to maintain with us valid and up-to-date credit card and bank account information, both acceptable to us. You authorize us, at the time of your Account setup and at any later times in our discretion, to verify your information with you and third parties, to obtain credit reports about you, to obtain credit authorizations from your credit card issuer, and to charge your credit card and debit your bank account for any amounts you owe us for fees, reimbursement, or otherwise. Except as we otherwise determine, all fees, payments, and other amounts contemplated in these Terms are in U.S. dollars.

For amounts that we determine you owe us, such as refund charges, we may do any of the following in addition to exercising all other remedies available under applicable law: (1) charge your credit card, (2) debit or reverse credits to your bank account, (3) charge any other payment method you have provided to us, (4) offset amounts we owe to you (including by offsetting Net Sales Proceeds or your Talents), or (5) invoice you with payment due upon receipt. We may also holdback and reserve amounts or require other security for your obligations under this Agreement or to address the possibility for returns, charge-backs, disputes, and other risks to us or others, in our discretion, and may change our reserve requirements, with or without notice. If we determine that any of your activities result in charge-backs, claims, disputes, or violations of these Terms, then we may withhold any payments to you for as long as we determine such results of your activities persist. Amounts held for such reasons or as security will remain subject to offset as provided above, may be refundable or nonrefundable in the manner we determine, and will be subject to permanent withholding for uncured failure to comply with these Terms or if we determine that your Account has been used to engage in deceptive, fraudulent, or illegal activity.

You agree not to initiate or attempt a charge-back or stop payment from your credit card company or bank, and not to otherwise seek to recoup or prevent a payment authorized under these Terms.

We may impose transaction limits on you, Partners, Members, or others for security or other reasons, which may limit the size or number of individual transactions or transactions in the aggregate. We are not responsible for any nonpayment, lost sales, or other consequence of any transaction limits.

Sales of Products

You are solely responsible to source, offer, and sell your products on the Marketplace. You may only sell products you have the legal right to sell and must do so consistent with these Terms and applicable law (including minimum age, marking, and labeling requirements). All transactions are between you and the Member or Partner, and you are the Seller of record on all of your sales. We are not a party to any transactions between you and Members or Partners, despite that we support the transaction by providing the Marketplace and other Services under these Terms. For all purposes of these terms, your "products" also include any services that you sell on the Marketplace.

You agree to act fairly and not to misuse our Services to increase your sales or for any other reason. You agree not to attempt to harm our Members, our Partners, or other Sellers.

Your Products, Authenticity, and Prohibitions

We reserve the right to reject or omit products, product information, packaging, and Content from our Marketplace, Truly Free Social, and our other Services for any reason. We do not approve, sanction, or accept responsibility for any product or its product information, its packaging, or Content.

You agree to provide to TFM, Members, and Partners only valid, accurate, and complete product information and inventory availability for each product you offer on the Marketplace. You are responsible for ensuring that all of your products, packaging, and Content offered on the Marketplace are accurately and fully described and appropriately labelled, and that is not misleading, deceptive, or fraudulent in any way. You are responsible for promptly updating such information as needed to ensure that it remains valid, accurate, and complete at all times, including that you must maintain and update a daily inventory feed to us via your Seller Portal for all products offered on the Marketplace.

You may only sell products through the Marketplace that are "authentic," which means that none of the product, product information, packaging, or any related Content is a "knock-off," counterfeit, misbranded, stolen, or otherwise violating the intellectual property or other rights of third parties. Products, product information, packaging, or any related Content are not authentic if they are intended, designed, or marketed to benefit from unjustified claims or uneducated consumers, such as "miracle cure" products claiming to cure disease or assist with losing weight, growth, or other physical or mental improvements without strong scientific evidence supporting claims. You agree to maintain adequate processes and procedures for conducting diligence to ensure that your products are authentic, are authorized for sale by you, and are not illegal or sold in an illegal manner or in violation of others' rights or these Terms. You are solely responsible for listing or selling a product, product information, packaging, or any Content that violates these restrictions or any other Terms.

You agree not to list, promote, offer for sale, or sell any products, product information, or packaging on the Marketplace or other Services that contain or feature:

  1. Obscene, offensive, vulgar, or defamatory content, including
    • Sexually explicit / adult content or products;
    • Violence, tragedy, harrassment, or hate;
    • Divisive politics;
    • Intolerance, threats, racism, bigotry, or discrimination; or
    • Inappropriate language or conduct, including trolling or bullying;
  2. Human remains and mortuary products;
  3. Animal products or products involving or likely to lead to human or animal cruelty, harm, or trafficking;
  4. Alcohol, tobacco, drugs, drug paraphernalia, medical drugs, and medical devices;
  5. Firearms, ammunition, other weapons, fireworks, or explosives;
  6. Hazardous materials or recalled items;
  7. Products containing THC, CBD, or other regulated substance (including internationally regulated items);
  8. Illegal items or items promoting illegal activity, including lock-picking and theft devices;
  9. Gambling devices;
  10. Secondhand products (unless subject to prior written approval);
  11. Vehicles or automative parts (unless subject to prior written approval);
  12. Any services (unless subject to prior written approval);
  13. Products on our Excluded Products page; or
  14. Any other product that we may prohibit from time to time, in our sole discretion.

You are responsible for providing all warnings and disclosures required by applicable law, including warnings required under California Health & Safety Code Section 25249.6 (a "Proposition 65 Warning"). You will provide us with each Proposition 65 Warning, will appropriately display the warning in each subject listing and agree that we may do so and that such disclosure is confirmation of our receipt of the warning, and will not revise or remove a Proposition 65 Warning unless the warning is no longer required.

Pricing, Shipping and Handling

You are responsible for determining your own pricing and shipping and handling charges, subject to the Terms (including the Supplemental Terms for Truly Free Ignite) and subject to the general functionality our Marketplace and other Services. However, we reserve discretion to require changes to pricing or shipping and handling charges in circumstances we determine to be appropriate. You also agree not to engage in price fixing or other manipulative pricing practices.

You agree to provide valid, accurate, and complete pricing and shipping and handling information for each product you offer on the Marketplace. You are responsible for promptly updating pricing and shipping and handling information as needed to ensure that it remains accurate and complete at all times. You agree to honor the pricing and shipping and handling charges made available to each Member at the time of purchase. You agree that you will not inflate or manipulate pricing or shipping and handling information in a way that could be perceived as deceptive, fraudulent, or illegal.

Sales and Payment Processing

All sales of your products on the Marketplace will be processed according to these Terms and generally based on the Marketplace's standard functionality. Your Seller Portal will generally serve as the primary data source for sales information and communication between you and us. We will provide you with sales information through your Seller Portal (or in our discretion other means) sufficient to allow you to fulfill each order. This will generally include the Member's name and shipping information and sale details, but not other Member information. We will also send an automated email or other communication to each Member confirming receipt of an order. You agree that we will process and handle all Member communication, and that you will not communicate directly with Members without our prior written consent.

You appoint and authorize TFM as your exclusive agent for purposes of processing payments, cancellations, refunds, and adjustments to your transactions on the Marketplace and other Services, for receiving and holding proceeds on your behalf, for remitting net proceeds to your bank account, for remitting collected sales and use taxes on your behalf, for charging your credit card, and for paying TFM and its affiliates for amounts you owe us, all in accordance with these Terms. In performing these and related actions, TFM is acting solely as your agent and, as a result, TFM's collection of payments will be construed as if the Member is paying you directly in satisfaction of its payment obligation to you and that you are in receipt of the proceeds at the time they are received by TFM.

We will collect all sales proceeds from your Marketplace sales on your behalf and remit the Net Sales Proceeds to you, subject to the following provisions. We will ordinarily remit the Net Sales Proceeds to you on a weekly basis, on a business day of our choosing, with 90% of the Net Sales Proceeds remitted on a "net 3 business day" weekly basis and the remaining 10% on a "net 30 calendar day" basis. This remittance schedule is subject to the section above titled "Our Fees and Your Other Payment Obligations" (including our right to offset amounts owed to you and to establish reserves), and generally to our good faith discretion. All remittance to you from TFM will be to your bank account via ACH transfer and subject to ACH Fees, unless we choose another remittance method. However, your remittance schedule may be delayed or otherwise affected when you first open your Account or when you later change your bank account information, including for security purposes.

"Net Sales Proceeds" is defined as the total gross sales proceeds received by us on your sale including the sales price, shipping and handling charges, and collected sales and uses taxes, minus the following:

  1. Referral Fees;
  2. Promotional Fees;
  3. Merchant Transaction and Processing Fees;
  4. Marketplace XChange Fee;
  5. ACH Fees;
  6. Refund fees;
  7. Any collected taxes that TFM remits to a tax authority;
  8. Any amounts that we determine you owe us, such as charges for refunds on your Account.

However, our obligation to remit amounts to you is limited to the funds in your available balance in your Account, less amounts that you owe to us and taxes that we determine are required to be remitted on your behalf. You are an unsecured general creditor with respect to amounts we owe you. Amounts we owe you do not accrue interest or other earnings and are not insured by the Federal Deposit Insurance Corporation or otherwise. You agree that you have no right to, and will not attempt to, collect amounts directly from Members or Partners. You agree that we may comply with and take any actions that we determine to be legally required under unclaimed property or other applicable law with respect to amounts we owe you. Any payment we make in good faith on your behalf for such or other reasons will satisfy our corresponding obligation to you.

We will bear the risk of any fraudulent purchase on the Marketplace arising from the unauthorized use of a third party's credit card information, unless we determine that such fraudulent purchase was due to your failure to keep your Account secure or other negligence or intentional act. However, notwithstanding the foregoing, you will bear and we will not bear the risk of credit card fraud related to any product that is shipped by you to a shipping address that was not specified in the sales information provided by TFM.

To be eligible for fund disbursement, you must refrain from deceptive, fraudulent, or illegal activity and otherwise remain in compliance with these Terms. If we determine that your Account or another account operated by you has been used to engage in deceptive, fraudulent, or illegal activity, or your use of the Services has harmed or is reasonably likely to harm Members, Partners, Sellers, or others, then we may permanently withhold payments to you due to the risk exposures resulting from such activities.

Your Fulfillment

You may only offer products for sale on the Marketplace that may legally sold and shipped in the United States or other countries that we authorize.

Once TFM has transmitted sales information to you, you are solely responsible for fulfillment of the sale, including sourcing, packaging, shipping, and customer service with the purchasing Member. You agree to provide customer service only through the Marketplace and Services that we provide for that purpose, and not to communicate with Members outside of the Marketplace including by providing order, shipment, or fulfilment emails or other notices.

You may arrange for third-party fulfillment at your own risk. We can provide assistance with third-party order fulfillment partners and programs upon request, but are not responsible for any third-party's fulfillment activities even if we refer or arrange for them.

You are responsible for promptly fulfilling all orders and are responsible and required to ship your products on or before its expected ship date through its expected shipment method as committed to the Member. Please note that your Referral Fees are lower for 24-hour or 48-hour shipment, as set forth in the Seller Fee Schedule . You agree to provide us daily order data, order cancellation information, shipping details, and tracking status using the processes designated by us via your Seller Portal.

All packaging must reasonably protect your products and meet all applicable packaging and labeling requirements we may provide. The package must include an order-specific packing slip and, if applicable, any required tax invoices in compliance with any tax law requirements. Your labelling and the packing slip must identify the name on your Account as the Seller and include the return address on your Account for returns. The package must include any required or appropriate warnings or instructions to safely and conveniently use your products.

You are responsible for any non-performance, non-delivery, misdelivery, theft, or other error with the fulfillment of your products. You may not cancel your sale without our prior written consent unless expressly authorized to do so by these Terms.

Cancellations, Returns and Refunds

We may allow Members to cancel orders of your products for a period of time after the order is placed, prior to receipt of a shipping confirmation from you. We will notify you of cancellations, in which case you should not ship the product and are responsible for losses due to shipment after we provide notification of cancellation.

We offer Members a 30-day money back guarantee and a 90-day return period on all products purchased on the Marketplace. You agree to accept all returns applied for within those return periods, including used product during the 30-day money back guarantee period. Returns do not require cause. You agree to make all attempts to resolve customer service issues prior to a return or refund taking place with you and the impacted Member. However, you may not reject a timely return and further appoint us as your exclusive agent to accept Marketplace returns on your behalf should we choose to do so.

Members will be directed to return your products directly to you. Upon Member request, we will deliver a return shipping label to the Member, providing for return shipping to the return address on your Account. You are responsible for accepting returns, and may not reject a timely return. You will bear the risk of loss after the return shipment confirmation, including the risk that returned items may be received in nonsaleable condition.

We will refund directly to the Member the full amount paid by the Member for the refunded product promptly after receipt of the return shipping confirmation. The refund amount will include the sales price, shipping and handling charges, and any collected sales and use taxes. We reserve discretion to provide refunds to Members in cash or in non-cash means, including Talents, Marketplace credit, gift cards, promotional codes, product exchanges, or otherwise. The manner of refund will not affect your refund obligation.

You are responsible for reimbursing TFM for refunds we make to a Member, with your refund charge calculated as follows:

  1. You will be charged for the total amount refunded to the Member, including refunded sales price, shipping and handling charges, and any collected sales and use taxes;
  2. We will reduce your refund charge by any remitted sales and use taxes that were remitted on the sale that we timely recover through a tax refund;
  3. We will reduce your refund charge by the dollar value of Talents that were credited to the Member on the original sale of the product;
  4. We will increase the refund charge by your Refund Fee, as set forth in the Seller Fee Schedule
  5. We will increase the refund charge by our cost for the return shipping label, plus the markup percentage on that cost that is set forth in the Seller Fee Schedule
  6. We will decrease the refund charge by the amount of fees we collected from you on the original sale, other than Promotional Fees that you were charged on the original sale. Promotional Fees are generally paid to Partners and Members and are non-returnable.

We will typically collect the refund charge by offsetting Net Sales Proceeds that we owe to you. However, any remittance from you for refund charges will be via ACH transfer unless we choose another remittance method, and we further reserve the right to collect refund charges in any manner permitted under the section above titled "Our Fees and Your Other Payment Obligations."

Customer Service

You are primarily responsible for customer service. You agree to provide prompt and excellent customer service through the Marketplace and other Services that we provide for that purpose, and not to communicate with Members outside of the Marketplace or our Services. You agree to approach customer service with respect and professionalism, to assume that Members are truthful in their claims, and to go above and beyond to the extent commercially reasonable. You agree not to refuse commercially reasonable customer service, to harass, manipulate, or mislead Members, or to otherwise take any action that might undermine the integrity of our Marketplace.

You agree that you are responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of your products, except only to the extent caused by: (1) credit card fraud for which we are responsible under these Terms; or (b) our failure to make available to you sales Information as it was received by us or resulting from address verification. You are also responsible for any non-conformity or defect in, any public or private recall of, safety alert of, or products liability for any of your products. You will notify us promptly as soon as you have knowledge of any of the foregoing.

Notwithstanding your customer service responsibilities, TFM may make tools available to Members to bring customer service and other issues to our attention and may communicate directly with Members regarding customer service and other issues. Generally, TFM will allow you 48 hours to resolve a customer service issue before intervening, but may accelerate its intervention in its discretion. If a Member contacts TFM for an issue that is not successfully resolved or progressing, TFM may attempt to resolve the issue with you and the Member or may take any other action that it determines to be appropriate, including closing the case and approving a refund to the Member (to which the section "Cancellations, Returns and Refunds" will apply). You agree not to take recourse against a Member for making a customer service or other claim or for our resolution of a claim.

Truly Free Ignite

Truly Free Ignite is our subscription purchase and billing tool. It allows you to sell your products to Members on an "Autoship & Save" subscription basis. Your use of the tool is optional. Members may use this subscription purchasing option to subscribe to purchase your product automatically on a regular schedule, choose a fulfillment and billing frequency, and in exchange receive a discounted price.

You agree to price each product that you choose to offer on an Autoship and Save basis at a commercially reasonable discount to the product's one-time purchase price. We may establish general discount standards for this Service or require that you apply a particular discount for Autoship and Save, in our discretion. Autoship and Save discounts are applied as a percentage discount to the one-time purchase price. If you decrease a product's one-time purchase price, the product's Autoship and Save price will automatically decrease proportionately including for existing subscribing Members. However, if you increase a product's one-time purchase price, the product's Autoship and Save price will not automatically increase. Instead, Autoship and Save pricing may be increased for existing subscribing Members with our approval and only after a minimum seven-day notice period (or longer, in our discretion) entitling the Member to cancel and avoid the price increase.

Members are eligible to earn more Talents from Autoship & Save orders than from one-time purchases. The value of Talents credited on Autoship & Save purchases above the standard 1% crediting rate will be charged to you as Promotional Fees. Please see the Seller Fee Schedule for more information.

You agree to timely fulfill Autoship & Save orders on the schedule selected by the Member. The fulfillment schedule begins on the date on which the order is placed and repeats based on that date.

Members may cancel their Autoship & Save subscription at any time using the Marketplace's subscription cancellation feature. The cancellation will be communicated to you through your Account on the same day and is effective immediately as to all unshipped orders. You agree not to ship a Autoship & Save order after cancellation, and that you are not entitled to payment or other recovery for any post-cancellation shipment.

Truly Free Xchange

Truly Free Xchange is our decentralized exchange platform Service where Members are rewarded with Talents for being Members and shopping on our Marketplace. "Talents" are nonfungible tokens (NFTs) that Members may redeem through the Truly Free Xchange to purchase products on the Marketplace. Each Talent has a fixed value on the Marketplace equal to One United States Dollar. A Talent is not transferrable, is not redeemable except through the Truly Free Xchange for purchases on the Marketplace, is not redeemable for other digital assets or fiat currency, and has no value or benefits other than entitling the Member to redeem the Talent through the Truly Free Xchange to purchase products on the Marketplace at the fixed rate of US$1.00 per Talent. Only Members may earn and use Talents; Sellers and Partners do not earn Talents.

Each Member's account includes a "Wallet" provided through the Truly Free Xchange to which the Member's Talents are credited as earned and from which they are debited as redeemed. Each new Member's Wallet is credited with an initial allotment of Talents when they first become Members of the Marketplace, at a rate determined by TFM. Members also earn Talents each time they make a purchase on the Marketplace and may earn Talents for up to five Member referrals. TFM ordinarily credits Talents to Members on their purchases at the rate of 1% of the sales price (with each Talent worth US$1.00), excluding shipping and handling and sales and use taxes. "Autoship & Save" orders earn Talents at an increased crediting rate determined by TFM, and TFM may increase the Talent crediting rate for promotional or other purposes on a product-by-product or other basis, in its discretion. The Marketplace also allows you to increase the Talent crediting rate on a product-by-product basis, which may help you drive Marketplace sales and traffic to your store. The value of Talents credited on purchases above the standard 1% crediting rate will be charged to you as Promotional Fees, unless TFM determines otherwise. Please see the Seller Fee Schedule for more information regarding Promotional Fees.

When a Member returns a product, the Talents that were credited to the Member on that sale will be debited from the Member's Wallet and credited against your refund charge, as explained in the Cancellation, Returns, and Refunds section above. If the Member has insufficient Talents in their Wallet (for example, because they have redeemed them before the refund), the deficiency will instead offset and reduce the refund amount at the rate of US$1.00 per Talent, but will not affect the amount of the credit against your refund charge.

Each Member is also awarded one "Piece" of the Truly Free Xchange for becoming a Member of the Marketplace effective upon paying the initial Membership Fee, and may earn up to an additional five Pieces for referring others who become Members of the Marketplace, for a maximum of up to six Pieces per Member. The Member's Pieces entitle the Member to share in the Truly Free Xchange "Pie." The Pie is the amount of the Marketplace Xchange Fee that charged on the sale of a products on the Marketplace that is credited to the Truly Free Xchange with respect to the relevant product sale. The Marketplace Xchange Fee is equal to 1% of the sales price and shipping and handling (but excluding taxes) for each product sold on the Marketplace. Each Member's Wallet is credited with Talents with respect to each Marketplace Xchange Fee that is credited to the Truly Free Xchange at the rate of the Member's Pieces divided by the total number of Pieces outstanding a the time, multiplied by US$1.00. Please see the Seller Fee Schedule for more information regarding your Marketplace Xchange Fees.

Upon the termination of a Member's membership, any unredeemed Talents remaining in the Member's Wallet will be cancelled for no consideration. A person who rejoins as a Member will not be credited with any previously cancelled Talents. Talents have no cash value, other than on the Marketplace to the extent actually redeemed against the purchase of products.

Truly Free Accelerator

Truly Free Accelerator is our educational and training Service for Sellers and Partners. It includes technical tutorials, a series of master classes, a live workshop, and one-on-one product strategy consultation designed to teach Sellers and Partners proven strategies for sustainable growth on the Marketplace and our other Services. Please see the applicable Truly Free Accelerator Supplemental Terms for details. Please note that each Truly Free Accelerator cohort may have different terms, and that you should confirm that the terms you review and are accepting apply to your cohort.

Truly Free Social – "Keep Your Customers"

Truly Free Social is a social media platform Service integrated into the Marketplace. We make Truly Free Social available to our Sellers, Members, and Partners as well as third-party users. You may use Truly Free Social subject to these Terms to market your products to our Members and other users and to "Keep Your Customers" by re-marketing through Truly Free Social to Members who have previously purchased your products. All Members who purchase your products will automatically become your followers on Truly Free Social, although they may choose to unfollow you – so make your content engaging!

You agree that you will use Truly Free Social only in accordance with applicable law and these Terms, including the Your Content section below. You further agree that you will comply with our Community Guidelines . We reserve the right to remove Content for any reason, including because it violates the Community Guidelines or other provisions of these Terms.

We intend for Truly Free Social to be a tool for open discussion and honest Feedback. We intend to respect all user's voice and value the freedom of expression. We intend to keep these principals of respect and valuing free expression in the forefront of ever decision we make regarding Truly Free Social and the content posted to it. This includes that we intend to respect and value the Feedback that Members, Partners, and others provide on your products, customer service, and performance. You acknowledge and agree that we have no obligation to remove negative Feedback, and we do not intend to do so unless we are aware of material violations of our Community Guidelines or violations of applicable law.

You further acknowledge and agree that you and your products may be exposed to Content that might be offensive, harmful, inaccurate, disparaging, or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All content is the sole responsibility of the person who originated such content. We may not monitor or control the content posted via Truly Free Social or other Services and, we do not take responsibility for such content.

We may suspend or terminate your access to Truly Free Social or any portion of its functionality (for example, prohibit you from posting or removing your posts) for any reason. Your access to Truly Free Social as a Seller will terminate upon the termination of this Agreement or TFM's decision to suspend or terminate your access to Truly Free Social for any reason. You will cease to have access to your Truly Free Social account, posts, followers (including Member followers), and all other benefits of Truly Free Social upon suspension or termination, including that your participation in TFM's "Keep Your Customers" business strategy ends immediately upon such termination. You agree not to contact or solicit Members or your other followers after termination of your Truly Free Social account using information obtained from or through us, the Marketplace, Truly Free Social, or any other Service.

Your Content

Your "Content" includes your name, logos, trademarks, domain names, URLs, information, text, links, graphics, photos, audio, videos, or other materials that you own or license and provide to us or post on the Marketplace, Truly Free Social, or any other Service. However, your Content does not include any of our Marks or any of our other intellectual property or intellectual property rights, which we retain

TFM claims no ownership of your Content. However, you grant us an unlimited, non-exclusive, worldwide, royalty-free, transferable, sublicensable, perpetual, irrevocable license to use your Content on and for the Marketplace, Truly Free Social, and other Services, in addition to and without limiting our rights of fair use and other rights we may have under applicable law. Our license to use your Content includes that we may reproduce, distribute, display, transmit, promote, publish, and otherwise digitally make available your Content to other Sellers, Members, Partners, and others through the Marketplace, through another Service, or otherwise.

You acknowledge that TFM may, but has no obligation to, monitor your access to or use of our Services or review or edit any Content you post or share to Truly Free Social or other Services. You are solely responsible for your Content and for any damage or liability resulting from it, and represent that: (A) you have all necessary rights to your Content and to deliver and license it to us and post it; (B) you are not infringing on another party's intellectual property via your Content; and (C) your Content it is not false, misleading, disparaging, illegal, or in violation of our Terms or applicable law.

Your Content must comply with our Community Guidelines . Without limiting the foregoing, you agree not to post any Content on Truly Free Social, the Marketplace, or other Services that is or contains or features:

  1. Obscene, offensive, vulgar, or defamatory content, including
    • Sexually explicit / adult content or products;
    • Violence, tragedy, harassment, or hate;
    • Divisive politics;
    • Intolerance, threats, racism, bigotry, or discrimination;
    • Inappropriate language or conduct, including trolling and bullying;
  2. Human or Animal cruelty, harm, or trafficking;
  3. Alcohol, tobacco, drugs, drug paraphernalia, medical drugs, or medical devices;
  4. Firearms, ammunition, other weapons, fireworks, or explosives;
  5. Hazardous materials, dangerous activities, or self harm;
  6. Illegal items or that shows or encourages illegal activity;
  7. Gambling;
  8. Any false, misleading, disparaging, or illegal statements or assertions, including unjustified product claims;
  9. Pyramid schemes or any other prohibited form of solicitation;
  10. Answers, responses, comments, opinions, analysis, or recommendations that you are not properly licensed or otherwise qualified to provide; or
  11. Any other Content that we believe to be objectionable or that we may otherwise prohibit from time to time, in our sole discretion.

Although we have no obligation to do so, you agree that we may remove your Content for violating the foregoing or for any other reason, and that we are not liable to you for doing so.

Ratings, Reviews, and Other Feedback

The Marketplace, Truly Free Social, and other Services may provide mechanisms to rate and allow Members and Partners to rate and review your products, customer service, and performance and to provide other feedback relevant to them and you ("Feedback"). You agree not to attempt to influence Feedback, other than by providing great products and customer service. You have no ownership of or interest in any Feedback. You agree that we have no responsibility to you or liability for any Feedback, including that we have no obligation to verify purchases, identities, or authenticity. You agree that we may make Feedback publicly available on the Marketplace, on Truly Free Social, and through other Services or otherwise, and that we will never be liable to you for defamation, libel, slander, or otherwise as a result of doing so. You agree that you use our Services, including the Marketplace and Truly Free Social, at your own risk.

The Marketplace and other Services may provide you with opportunities to respond to Feedback. Your responses are Content. You agree that your responses will be truthful, respectful, and professional and in compliance with our Community Guidelines as well as all other Terms that apply to Content.

Our Intellectual Property and Other Rights

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use our Marketplace, Services, and any Marks that we make available to you in accordance with the Terms only (your "license"). Your license includes the right to use Marks only if we have expressly consented to that use in writing. We may revoke or modify your license in whole or in part at any time for any reason. Our "Marks" include our Truly Free Market and other Service names, logos, trademarks, domain names, and URLs and all other names, logos, trademarks, domain names, and URLs owned, licensed, or used by TFM or made available to you by TFM.

You agree that we exclusively own all Marks and that any goodwill generated through your use of the Marks belongs to TFM. You agree not to use our Marks except as expressly authorized and not to take any action that conflicts with our ownership of or rights in any Marks.

Your license to use the Marks is limited to use those Marks expressly made available to you for the purpose expressly made available. You may only used TFM supplied images or other content containing Marks, and may not alter them in any manner without TFM's prior written consent. You may not use Marks to imply our sponsorship or endorsement of you or in any unauthorized content (such as advertising, promotional materials, junk mail, email spam, etc.), without TFM's prior written consent. You may not use our Marks to disparage us, our Marketplace, or our Services or in a manner which we believe to be harmful or to diminish our goodwill. You may not use a trademark symbol with our Marks, and our Marks must appear by themselves set apart from other graphics and text without any added background. Unless otherwise approved or directed by TFM, our Marks must appear with the following statement: "Truly Free Market and all related marks are trademarks of Truly Free Market, Inc. or its affiliates."

We retain ownership of and all other rights to our intellectual property, including all software, code, and other intellectual property in the Marketplace and other Services. If you provide suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Marketplace or any Service, you agree that we are free to use, disclose, reproduce, modify, license, transfer and otherwise exploit it for our benefit, without owing any royalty or other obligations to you. In order to cooperate with governmental requests, to protect our systems and Members, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Marketplace or Services, you are responsible for any actions you take based on our suggestions, for which we have no liability.

You agree that you will not misuse the Services, including by engaging in any of the following:

  1. Accessing, tampering with, or using non-public areas of the Marketplace or other Services or the technical delivery systems of the Marketplace or other Services;
  2. Attempting to decipher, decompile, disassemble, reverse engineer, avoid, bypass, remove, deactivate, impair, descramble probe, scan, test, breach, or otherwise circumvent any technological or security measure implemented by us or others to protect or provide the Services;
  3. Attempting to access or search the Services through the use of any engine, software, tool, agent, device, or mechanism (including: spiders, robots, crawlers, scrapers, data mining tools, or the like) other than tools that access or search the Services through software or search agents provided by TFM, its Services, or other generally available third-party web browsers;
  4. Forging any transmission control protocol packet or header, intellectual property packet or header, or any part of the header information in any email or newsgroup posting, or in any way using the Services to send altered or deceptive information;
  5. Interfering with, or attempting to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing, junk mailing, unauthorized advertising, or any form of solicitation via the Services;
  6. Collecting or storing any personally identifiable information from the Services from other users of the Services without their express prior permission or in a way that violates our Privacy Policies.

TFM will have the right to investigate and prosecute violations of any of the above or other violations of these Terms, including intellectual property infringement and security breach violations, to the fullest extent of the law. You agree that TFM may audit you or your books and records and accounts for any such purpose. TFM may involve and cooperate with law enforcement authorities in prosecuting users who violate or are suspected of violating these Terms or applicable law.

You agree that we are entitled to enforce this section through specific performance, without limiting our other remedies available in law or equity.

Truly Free Sherpa

Truly Free Sherpa is a dashboard program for Partners. Although many Partners are not Sellers, all Sellers are automatically Partners and granted access to Truly Free Sherpa at no additional charge. The dashboard serves as a hub for Partners to find Sellers, for Sellers to find Partners, and for the two to connect. Truly Free Sherpa also shares Sellers' and Partners' sales and other data and analytics from the Marketplace and other Services, which data is viewable by Partners including other Sellers. The purposes of this transparency include to assist connections between Sellers and Partners and to drive open and fair competition on the marketplace. Members to do not have access to Truly Free Sherpa. By using the Marketplace and other Services, you acknowledge and authorize the sharing of all of your sales data, analytics, and other information that is disclosed on Truly Free Sherpa from time to time.

You agree to use Truly Free Sherpa and the data you obtain from it ("TFS Data") solely for purposes of your bona fide activities on the Marketplace, including fair competition. You agree not to use TFS Data you obtain from Truly Free Sherpa for any other purpose or to share it outside of your business, and to otherwise treat it as TFM's Confidential Information subject to the section titled "Confidentiality" below.

Engaging Partners

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Non-Circumvention

You agree not to circumvent or attempt to circumvent the sales, affiliate marketing, and other processes included in our Services, such as by diverting Members to other marketplaces or websites (for example, by providing links or diversion instructions through our Services), selling to our Members outside of the Marketplace, or entering into affiliate marketing or similar relationships with our Partners outside of the Marketplace. You further agree not to communicate with or otherwise contact our Members, Partners, or other Sellers other than through the tools that we make available to you for that purpose, and not to use Confidential Information (including Member, Seller, or Partner names or contact information) for this or any other purpose to our detriment.

Confidentiality

You may receive Confidential Information during the course of your use of the Marketplace and other Services. You agree that for the term of the Agreement and for five years after its termination: (a) all Confidential Information will remain our exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations. You agree to delete Confidential Information upon termination or as soon as it is no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services.

Generally, you may not use Member or Seller or any individual's personal data in any way inconsistent with applicable law. You must keep individual personal data confidential at all times in perpetuity, notwithstanding the five-year limit above.

"Confidential Information" means information relating to us, to the Marketplace or other Services, or to other Sellers, Members, or Partners, in each case to the extent it is not known to the general public including, but not limited to, any information identifying or unique to a specific individual. Confidential Information includes reports, insights, and other information about the Services; data derived from the Services except for data (other than personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. The names, identities, contact information, and personal information of other Sellers, Members, and Partners is always Confidential Information.

You agree that we are entitled to enforce this section through specific performance, without limiting our other remedies available in law or equity.

Representations

You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which the business is registered but that you are registering for the Services within the United States; (b) you have all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you to us is at all times accurate, complete, and not misappropriated; (d) you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party; and (e) you have and will comply with all applicable laws in performance of your obligations and exercise of your rights under this Agreement.

If any of your products is a "food", "drug", "medical device", or "cosmetic" being offered or sold in the United States or other product regulated under the U.S. Federal Food, Drug, and Cosmetic Act ("FFDCA"), then you provide us with the following continuing representation and warranty that such products are: (i) not adulterated or misbranded within the meaning of the FFDCA, (ii) compliant with all requirements of FFDCA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.

Termination

Either party may terminate this Agreement at any time, with or without cause, upon notice to the other. We will provide 30 days' advance notice before termination, unless we determinate that you have materially breached this Agreement and either that breach is not curable or is not cured within seven days of notice, in which case our termination will be effective upon notice or the end of such seven-day period. We may also terminate this Agreement immediately if required by law or if we determine that your Account has or may be used for deceptive, fraudulent, or illegal activity or in violation of a provision of these Terms that is likely to harm other Sellers, Members, Partners, or third parties. We may suspend your Account including access to Services in lieu of termination or otherwise as permitted by these Terms, and may convert a suspension to a termination at any time. We will notify you of any such termination or suspension via email or similar means including through your Account, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (1) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination (including with respect to customer service and returns), (2) we will remain entitled to be paid all fees and other amounts owed to us accrued with respect to transactions entered into before termination (including refund charges), (3) you will remain liable for any liabilities that accrued before or as a result of termination, and (g) the following Sections of these Seller Terms of Service will survive, as will any provisions of any other Terms that expressly survive termination or under the circumstances should reasonably survive termination: Our Fees and Your Other Payment Obligations; Cancellations, Returns and Refunds; Customer Service; Your Content; Ratings, Reviews, and Other Feedback; Our Intellectual Property and Other Rights; Non-Circumvention; Confidentiality; Representations; Termination; Indemnification; Disclaimer and Release; Limitation and Liability; Taxes; Governing Law; and Miscellaneous.

We may hold unpaid amounts we owe you for a reasonable time after termination to ensure we pay the correct amount and to mitigate our risk.

Indemnification

You agree to defend, indemnify, and hold harmless TFM (as well as our officers, directors, employees, and agents) against any third-party claim, loss, damage, settlement, cost, expense, or other obligation or liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to (a) your non-compliance with applicable laws; (b) your products, product information, packaging, or Content, or your acts or omissions in connection with the Marketplace or any other Services, including with respect to the marketing, offer, sale, fulfillment, refund, cancellation, or return of products, any actual or alleged infringement of any intellectual property rights by any of the foregoing, or any personal injury, death (to the extent the injury or death is not caused by us), or property damage related thereto; (c) your taxes or duties or the collection, payment, or failure to collect or pay your taxes or duties (including unpaid sales or use taxes), or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations, warranties, or promises you have made in these Terms or otherwise.

Truly Free Market, Inc. will defend, indemnify, and hold harmless you (as well as your officers, directors, employees, and agents) against any third-party Claim arising from or related to: (a) our non-compliance with applicable laws other than tax laws; or (b) allegations that the operation of the Marketplace or a service infringes or misappropriates that third party's intellectual property rights.

If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that we may settle any claim that is directed at and affects us to the extent we determine that it the settlement is unlikely to harm you.

Insurance

We may require the following of you at any time by notice to you, and expect to do so when your sales on the Marketplace meet or exceed $10,000.00: (i) minimum insurance coverages as TFM may require; and (ii) certificates of insurance or other evidence demonstrating any required minimum insurance coverages and that TFM is an additional insured.

Disclaimers and Release

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events, or other matters beyond our reasonable control.

WE MAKE NO PROMISES OR WARRANTIES THAT YOU WILL MAKE SALES ON OR OTHERWISE BE SUCCESSFUL ON THE MARKETPLACE OR THROUGH ANY OF OUR OTHER SERVICES. RESULTS WILL VARY.

YOU ACKNOWLEDGE AND AGREE THAT THE MARKETPLACE AND OUR OTHER SERVICES AND CONFIDENTIAL INFORMATION ARE PROVIDED "AS-IS." YOU USE THE MARKETPLACE AND OUR OTHER SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM: (I) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (II) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE MARKETPLACE OR OTHER SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

BECAUSE WE ARE NOT INVOLVED IN TRANSACTIONS BETWEEN MEMBERS, SELLERS, AND PARTNERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES US (AS WELL AS OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, TREBLE, OR OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Limitation of Liability

WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE, CONSEQUENTIAL, INCIDENTAL, OR TREBLE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.

OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR RELATED MATTERS WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX-MONTH PERIOD PAID BY YOU TO US IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

Taxes

TFM intends to collect and remit sales and use taxes on your behalf to the extent it believes they are owed on your sales on the Marketplace within the United States. However, you ultimately remain responsible for collecting, reporting, remitting, and otherwise paying all taxes owed on your sales and other transactions on the Marketplace. You agree that we are not responsible for any failure to collect or remit or any overcollection or remittance of sales, use, or other taxes that you or a Member or Partner owes. You agree to indemnify and defend us for the same. You agree to and will comply with all applicable tax law and any policies or other requirements regarding taxes that we incorporate into these Terms. All fees and other amounts payable by you to us are gross amounts exclusive of any applicable taxes, deductions or withholding, and you are responsible for paying us any taxes imposed on such fees (other than our income taxes) and for any deduction or withholding required on any payment (without reduction to our payment).

Our Relationship

Except for the provisions in these Terms appointing us as your agent for specific purposes (which creates a limited agency only for such specific purposes), you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement, such that there are no third party beneficiaries of this Agreement. The use of the term "Partner" to describe our affiliate marketers does not create or indicate a partnership relationship.

Imports and Exports

You will comply with all laws affecting any imports or exports of products. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such action is restricted or prohibited by applicable law.

Governing Law

These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the state of Delaware, United States, without regard to its conflict-of-law principles. Any claims arising out of these Terms shall be filed and heard exclusively in a state or, in the event that the jurisdiction of a federal court is appropriate, federal district court sitting in the United States District Court for the District of Delaware. The Convention on Contracts for the International Sale of Goods is expressly disclaimed and does not apply.

Miscellaneous

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, except that you may assign this Agreement, in whole or in part, to any of your affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment under this Agreement. You agree that we may assign and delegate our rights and obligations under this Agreement without limitation, including that we may engage third parties to provide Services on our behalf without notice or obligation to you. Subject to the foregoing, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our affiliates or subcontractors.

We may provide notice to you under this Agreement by posting to your Seller Portal or by email or by physical mail to the last known address in our records. You consent to such communications, with delivery deemed to occur when sent. You may change your e-mail addresses and certain other information through your Account. You must send all notices and other communications relating to us to the following email address: [email protected].

If any provision of this Agreement is determined by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions to such extent and will not affect the validity and enforceability of any remaining provisions.

The terms "including," "such as, and "for example" mean "including without limitation." The term "discretion" means "sole discretion without obligation of good faith or otherwise."

This Agreement, including all Terms, represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

Truly Free, Inc. is not a party to this Agreement or a provider of any Services.

Contact Us

Any questions you may have about our Terms can be directed to [email protected].

Changes to These Terms

We reserve the right, in our discretion, to update, change, or replace any part of these Terms by notifying you of any substantive updates at least 15 days before their effective date. If you do not agree with any of the updated provisions of these Terms, your sole recourse will be to terminate this Agreement and discontinue your status as a Seller on the Marketplace and your use of all other Services. If you do not do so, your continued use of the Marketplace or any other Service constitutes your acceptance and agreement to the update, change, or replacement. We may also ask that you confirm your acceptance and agreement, but doing so does not limit or revoke your acceptance and agreement by use.

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