Welcome to Erayo Ltd. ("Erayo")! BY USING THE ERAYO WEBSITE AT THE ADDRESS WWW.ERAYO.COM (THE “WEBSITE”) OR USING ANY SERVICES ON THE WEBSITE, INCLUDING THE SYSTEM (AS DEFINED BELOW), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, INCLUDING THE TERMS AVAILABLE BY HYPERLINK IN THE PRIVACY POLICY (collectively, the "Erayo Seller Terms of Use"), AND YOU AGREE TO BE BOUND BY THEM AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATION REGARDING THE USE OF THIS WEBSITE AND THE SYSTEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDTIONS, PLEASE DO NOT USE THIS WEBSITE AND THE SYSTEM.


Erayo reserves the right to, at anytime, by posting the amended Erayo Seller Terms of Use on this Website: (a) modify or discontinue, temporarily or permanently, this Website (or any part thereof) and/or System (as defined below) without notice; (b) charge fees for the use of this Website and/or System; and/or (c) add and/or modify and/or waive any fees charged in connection with this Website. Erayo may, upon its sole discretion, notify you about a material change of the Erayo Seller Terms of Use. Your continued use of this Website after ANY such changes will indicate your acceptance of such changes. You agree that Erayo shall not be liable to you or to any third-party for any modification, suspension, or discontinuance of this Website and/or System.

All new features made available through this Website that were not made available as of the "Last Revised" date above, shall automatically become subject to these terms and conditions.

2.1. Erayo is an online community of individuals with a feel for quality, design and fashion. As an Erayo Member (as defined below) you are part of this community! As an online community, Erayo provides aB2B marketplace platform for individual and business entities, to communicate, offer, sell, and buy designed and unique goods (the "Products") which are listed in a Seller's Online Catalogue (as defined below) in the number of Product's units ("Items") ordered by the Buyer (as defined below), at the price indicated by the Seller in the Seller's Online Catalogue or mutually agreed upon by you and the Buyer for each Product (the “Price") (collectively, the "System"). An individual operating as a vendor ("you" or a "Seller") and the individual or business entities who buys any of your Products (the "Buyer") are exclusively responsible for setting all the commercial and legal terms and conditions which governs each transaction between you two.

Seller hereby appoint Erayo as its representative for leading and setting the commercial relationship between the Seller and all Buyers according to Erayo’s discretion and as long as Erayo operates in line with business and commercial standards provided to Erayo in writing by the Seller from time to time.

2.2. You hereby acknowledge and agree that ERAYO WEBSITE ACTS AS A VENUE and is NOT, in any case, a retailer. Erayo is not directly or indirectly involved in any actual transaction between you as a Seller and any individual and business entities that operates as a Buyer or sells its services via the System or Website. Erayo appointment as Seller's representative pursuant to Section 2.1 does not derogate from its operation merely as a vendor.

2.3. Risks involved in using the System. There are several risks involved in dealing with underage persons, people acting under false pretense, international trade and foreign nationals. Please use caution, common sense, and practice safe trading when using the System. By accepting this Erayo Seller Terms of Use and using the System, you agree to accept such risks.

3.1. In order to fully use the System, you must obtain an Account (the "Account"), complete the registration and account setup processes (collectively, the "Registration Process"), and become a member of Erayo Website and System ("Erayo Member"). The registration to Erayo and the creation of a Seller Account is subject to (i) the approval of the registration by Erayo style advisory board; (ii) your signing an off-line letter ("Seller Letter"); and (iii) payment of a fixed monthly subscription fee per month or part of a month in the amount detailed in Erayo Fees & Credits (the "Monthly Subscription Fee"). Erayo shall have the right, upon its sole discretion, to fully or partially release Sellers from the payment of the Monthly Subscription Fee or to grant Seller rebate or discounts. You must provide accurate and complete information during your use of the System, including during the Registration Process, such as an accurate e-mail address for receiving notices from Erayo. Seller that is approved by Erayo style advisory board, upon its sole discretion, to use the System, shall (i) receive an e-mail from Erayo enabling the Seller to upload its Product images to the System and secure its Account details (including username).You must follow the instructions detailed in such e-mail and sign the Seller Letter. If you do not sign the Seller Letter within 10 (ten) days following Erayo activation e-mail, your right to open an Account may be void and your username may be released without prior notice.

3.2. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE PASSWORD AND ACCOUNT AND FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR PASSWORD OR ACCOUNT. You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of Erayo. You may not operate more than one Account, unless you are operating both as a Seller and as a Buyer under Erayo Buyer Terms of Use. In such case, you must obtain different Accounts for your activity as a Seller and as a Buyer. You must notify Erayo immediately of any unauthorized use of your password or Account, or any other breach of security. Erayo cannot and will not be liable for any loss or damage arising from (i) your failure to comply with these terms; (ii) any unauthorized use of your password or Account, or any other breach of security; (iii) any activity under your Account conducted by others on your behalf and/or under your supervision. In no event will Erayo mediate disputes or split fees between you and third-parties that used your Account on your behalf and/or under your supervision. You may be liable for the losses of Erayo or others due to any such use.

3.3. You hereby acknowledge and agree that Erayo has no responsibility, cannot and does not confirm each Erayo Member's purported identity. Erayo shall have the right, but no obligation, to use different techniques to verify the accuracy of the information provided during the Registration Process by Erayo Members. Erayo also encourages you to review the potential Buyer Feedback and to communicate with potential Buyers through the tools available on the System, in order to know with whom you are dealing. You are free to employ and/or use any third-party escrow or user verification services.

3.4. Erayo may suspend and/or eliminate your Account and your Erayo membership due to absence of any activities or use of the Account, including absence of any login to your Account, which lasts more than 6 (six) months. Following such suspension or elimination of your Account, Erayo has no obligation to keep your Account details, content, data, username or any other information the Account may contain. Erayo may, upon its sole discretion and upon availability of the Account username, re-activate your Account following your request to Erayo support service at support@erayo.com.

3.5. Closing an Account. If you would like to close your Account and discontinue your Erayo membership, you must contact Erayo support services at support@erayo.com. Erayo support services may assist you in closing your Account only if you provided Erayo support services with all the data and information necessary for identifying your Account and as long as you are acting in good faith and are committed to meeting any of your pending obligations. Please refer to Section 14.3 and to Seller Letter regarding the effect of closing you Account on you future obligation under this Erayo Seller Terms of Use.

4.1. User Generated Material

4.1.1. Any Erayo Member can post various content such as Seller Information (as defined below), information in public message areas such as blogs, forums and Feedbacks (as defined below), Erayo Member profiles, Erayo Member bios, images and other text material via the System, including the Erayo Message Box (as defined below) (collectively "User Generated Material"). You are solely responsible for any and all User Generated Material posted, transferred or uploaded by you or under your Account to or through the System.

4.1.2. Erayo has the right, but no obligation, to remove upon Erayo's sole discretion, any User Generated Material for any reason, including if Erayo suspects or believes that the User Generated Material is unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise violates any third-party's rights, including Intellectual Property, this Erayo Seller Terms of Use, Erayo Privacy Policy, or other policy.

4.1.3. Unless the User Generated Material was transmitted to a third party via the System (for example, to a Buyer) you can remove any User Generated Material uploaded by you to the System, at anytime, by closing your Account in accordance with Section 3.5 above.

4.2. Feedbacks

4.2.1. Erayo may provide any third party, including Erayo Members with the option to provide feedback in numbers or icons from a given scale ("Feedback Rating") and in wording ("Feedback Wording"), regarding any service, Products, information, person or business entity posted on or available through the Website and/or the System, including Buyers, Sellers and/or other type of Erayo Members (such as advisors and service providers). Erayo may compile all the Feedback Ratings and Feedback Wording and composite a number and/or a visual scale which shall represent the Feedback subject, including your and/or your Product's, feedback rate (the "Rate") (Feedback Wording, Feedback Rating and Rate shall be collectively referred to under this Seller Terms of Use as the "Feedback"). Erayo may, upon its sole discretion, publish the Rate alone, or with the relevant Feedback Wording and/or Feedback Rating, in a whole or in parts. The Feedback is a valuable indicator of an Erayo Member’s, Product's, service provider's reputation and/or the values of the information provided on Erayo Website and System. However, you acknowledge that any reliance on Feedback or other User Generated Material posted by any third party will be at your own risk.

4.2.2. You may not (i) take any actions that may undermine the integrity of the Feedback system ; (ii) market or export your Feedback in any venue other than the Website; (iii) import feedback from other (non-Erayo operated) websites to the System; (iv) threaten on any third party, including another Erayo Member, to leave negative or neutral Feedback if your demands will not be satisfied by that third party; (v) artificially enhance in any way your or any other Erayo Member's Feedback; (vi) include in your Online Catalogue any conditions that limit or restrict the Buyer from leaving Feedback.


4.2.3. Erayo may, without prior notice, limit or eliminate your ability to operate as an Erayo Member based upon the level of your Rate. If you earn a low Rate, your Account may be fully or partially suspended and will automatically be flagged as a low Rate Account.

4.3. User Generated Material License   

 

4.3.1 For clarification, you retain all of your ownership rights to your User Generated Material. However, by submitting uploading or transmitting your User Generated Material through the System, you hereby grant Erayo a worldwide, non-exclusive, perpetual, royalty-free, sub-licensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, and perform the User Generated Material only in connection with the Website and Erayo's business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You further agree not to take action against Erayo in relation to User Generated Material that you submit, and you agree to indemnify Erayo if any third-party takes action against Erayo in relation to the User Generated Material you submitted, uploaded or transmitted. The above license granted by you terminates within a commercially reasonable time after you remove or delete your User Generated Material from the System. You understand and agree, however, that Erayo may retain, but not use, display, distribute, or perform, server copies of User Generated Material that have been removed or deleted.

 

5.1. Your Online Catalogue:

5.1.1. Product Listing. Subject to the payment of the Monthly Subscription Fee, you may list a certain amount of Products for sale via the System, without any additional charges unless otherwise specified under Erayo Fees & Credits (the "Online Catalogue"). Each Product must have its own listing and its own unique catalogue number provided by you, or assigned to it automatically by the System in case you failed to provide such listing and unique catalogue number, and the price of the Product as determined by you ("Price"). All listed Products must be listed in an appropriate category. You must (i) be legally able to sell the Product(s) you list for sale on the Online Catalogue; (ii) provide and prepare for shipment to the relevant Buyer an ordered Product which is exactly identical to the Product listed by you in the Online Catalogue; and (iii) present in your Online Catalogue only In Stock Products. All In Stock Products and future production of Products must be identical to the relevant Products listed in your Online Catalogue. For the purpose of this Section, “In Stock Product” shall mean Products that you have the ability to manufacture, sell and ship Items of such Product upon future Orders (as defined below).

5.1.2. Seller Additional Information. You should provide in addition to the Product's listing and unique catalogue number, further information about your Product, including but not limited to, a detailed product description, country of origin (manufacturing), the material comprising the Product, the weight and size of the Product with and without its delivery package, return policy, shipment costs, delivery lead times and any other information as shall be required by the Buyer or by the System. Such additional information must be accurate. All listed Products must be listed in an appropriate category and described by appropriate tags and attributes. The description and other wording you provide in your Online Catalogue may include text descriptions, graphics, pictures, data, text, photos, profiles, audio and video clips, and any additional information regarding your Products, your business or any other related information via the System (collectively, "Seller Information"). Seller Information may include a link to your own website, provided that (i) you are not selling, or offering to sell your Products directly thorough your site and you are exclusively conducting your entire international commercial sales via the System and Website.; (ii) you include a clear and noticeable statement and a link on your website referring users who desire to submit orders for any of your Products to your Erayo Online Catalogue, and to Erayo Website. While posting such link in your website, you should follow Erayo's specifications and instructions as to the location and format presentation of the link.

5.1.3. Update and Change of the Online Catalogue. You may remove, add or change details of any Product listed in your Online Catalogue, including Prices at anytime, provided that you fulfill an Order which was placed by a Buyer prior to the time of any change, in accordance with the terms and conditions agreed upon in such Order, including but not limited to the Product Price and Product details.

5.1.4. Removal of Product. Erayo may, upon its sole discretion and without providing an explanation, remove any Product from your Online Catalogue, and not allow any sale and/or offering for sale of any Product, and/or reject any transaction of any Product.

5.2. Prices, Introductory Discount, and Prohibited Manipulation

5.2.1. Price and Recommended Retail Price (RRP).
During the creation process of your Online Catalogue via the System, you must indicate in addition to the wholesale Price, the Recommended Retail Price (RRP) for each one of the Products listed by you in each Item Description. The RRP indicated in your Seller Information is your recommended and not compulsory, retail price for sale of any of your Product to home-owner or end-user (the "RRP").
As noted before, in addition to RRP you must indicate the wholesale Price of each of your Products. The wholesale Price must be an accurate representation of the amount you wish to receive from a Buyer. You may provide upon your sole discretion discounts to any Buyer. Notwithstanding, by publishing the Price and/or granting a discount you confirm that you took into consideration and that you are fully committed to pay all potential fees you may be required to pay to Erayo in accordance with Erayo Fees & Credits and with Section 6 below and/or any other expense you might incur. Moreover, any discount provided by you shall only apply to your Price and should not apply or effect any other fees or payments due to Erayo by a Buyer, including service fees, payment for shipment, handling, custom clearance, taxes and duties, if applicable. If a Buyer or Erayo's representative prove, by providing written records (whether in tangible (printed) format or intangible (online) format), that the same Product/s may be purchased, online or offline, either directly from you or from any third party in the same quantities and shipped to the same designated address, at a lower price than the Price you indicated in your Online Catalog or mutually agreed upon by you and the Buyer (the "Lower Price"), You are committed to allow such Buyer to complete the purchase transaction with you via the System in a price equal to the Lower Price minus 10%. If you fail or refuse to do so Erayo will be entitled to agreed compensation fee at the amount of either $500 or 15% (fifteen percents) of the Lower Price, the higher, per incident.

5.2.2. Manipulation. It is prohibited to conduct any Manipulation with regard to any Price or discount for any reason. For the purpose of this Section, Manipulation shall mean any activities whereby the Price of the Product or the associated discounts (if applicable) are no longer an accurate representation of the monetary value of the transaction between you and a Buyer. Manipulation shall include, for example, the following activities: intentionally stating one Price in the item description page in your Online Catalogue but claiming a higher Price when settling the payment with the Buyer upon the submission of an Order through the System; altering the Product's Price prior to a sale for the purpose of avoiding Erayo fees; and hacking into another Seller’s Account and altering Prices.

5.2.3. "Get to Know Me Discount" or "Introductory Discount". You may place an Introductory Discount at any percentage desired by you, on the Price of any of your Product included in an Order submitted to you by a new Buyer for the first time (the "Introductory Discount" or "Get to Know Me Discount"). You must indicate in your Online Catalogue the fact that you are providing such Introductory Discount. Such Introductory Discount shall only apply to your Price and should not apply or effect any other fees or payments due to Erayo by a Buyer, including service fees, payment for shipment, handling, custom clearance, taxes and duties, if applicable.

5.3. Communication between Seller (you), Buyers and other Erayo Members and Binding Transaction

5.3.1. Communication Tools. Erayo provides you as an Erayo Member an inbox (the "Erayo Message Box") and a set of tools that may assist you in your business, and a communication system which allows you to communicate with other Erayo Members. All types of communications between you and any other Buyer, Seller or other type of Erayo Member (if and when they exist), must be done exclusively via the communication tools provided through the System.

5.3.2. Commercial and Legal Standards for a Transaction.
A Buyer may send you via the System an order for purchasing Items of your Products (an "Order"). The commercial and legal standards governing the transaction with the Buyer are those indicated in your Online Catalog or Account (the "Seller Commercial and Legal Standards"). Unless you and the Buyer explicitly agree in writing through the System on different commercial and legal standards, in whole or in parts, the Commercial and Legal Standard shall be the default standards governing the transaction. The transaction sale between you and the Buyer becomes binding following Buyer's check out and payment.

5.3.3. Erayo shall operate in accordance with the Seller Commercial and Legal Standards indicated on your Online Catalog or Account, unless you and the Buyer have mutually agreed in writing via the System on different commercial and legal standards. In case neither the Seller Commercial and Legal Standards nor any mutually written agreement reached by you and the Buyer via the System address a specific matter with respect to a certain transaction between you and a certain Buyer, you hereby grant Erayo the right to force a solution to such specific matter upon its sole discretion. You hereby waive any right, demand or claim you may have against Erayo or the relevant buyer with respect to any solution forced by Erayo.

Erayo shall not be liable for any loss or damage which may be caused to you or the Buyer as a result of Erayo's operation according to the Seller Commercial and Legal Standards, any commercial and legal terms mutually agreed upon in writing via the System between you and the Seller or a solution forced by Erayo in accordance with this Section.

5.3.4. Erayo shall have the right, but no obligation, to monitor transactions between Buyers and Sellers and Erayo Member's patterns of use of and operation via the System in order to detect Erayo Members who might exploit the Website and/or the System in an unlawful ways or in ways that are not in line with the Erayo Seller Terms of Use, Erayo Buyer Terms of Use, or Erayo Viewer Terms of Use, and to try and avoid situations of misuse of the System. Erayo shall have the right, upon its sole discretion, to suspend or terminate the Account or discontinue the access to the System of any Erayo Member upon its sole discretion, including if Erayo suspects that the relevant Erayo Member acted unlawfully or not in good faith.

5.3.5. Shipping Insurance. Upon fulfillment of Erayo’s shipping instruction that may be given to you on the Website or sent to you by e-mail (including to your Message Box) and the payment of the applicable fee in accordance with Erayo Fees & Credits your shipments shall be fully insured. For more information please visit our Insurance Policy. Erayo shall not be responsible in any case for any damage to the Products at any stage of the delivery life cycle, or for any delay in shipment.

5.3.6. Transferred Payment and Billing Legal Terms

5.3.6.1. You hereby agree that any payments by the Buyer of the Price of the Items ordered by the Buyer from you (the "Buyer Payment") shall be initially transferred to Erayo's bank account. Buyer Payment shall include (i) the payment by the Buyer of the Price of the Items ordered by the Buyer from you, including any fees due to Erayo by you in accordance with Section 6 below (the "Price Payment"); (ii) if applicable, service fees to be paid by the Buyer to Erayo as communicated between the buyer and Erayo.

5.3.6.2. You hereby appoint Erayo to serve as your "Honest Broker" for all Buyer Payments due to you by the Buyer, and authorize Erayo to transfer to you all Buyer Payments according to the terms and conditions set forth in this Seller Terms of Use.

5.3.6.3. Assignment of Interest to Erayo. You hereby acknowledge and agree that you will not receive interest or other earnings on the Buyer Payments that Erayo handles as your Honest Broker and places in Erayo's bank account. In consideration for your use of the System, you irrevocably transfer and assign to Erayo any ownership right that you may have in any interest that may accrue on Buyer Payments held in Erayo's bank account. This assignment applies ONLY to interest earned on the Buyer Payments, and nothing in this Erayo Seller Terms of Use grants Erayo any ownership right to the principal of the Buyer Price Payments you maintain with Erayo. In addition to or instead of earning interest in Erayo's bank account, Erayo may receive a reduction in fees or expenses charged for banking services by the banks that hold the Buyer Payments.

5.3.6.4. Without derogating from Section 12 below, it is hereby acknowledged and agreed that Erayo shall not be liable and shall not bear any additional expense or fee due as a result of (i) your breach of this Seller Terms of Use; (ii) a written agreement you and the Buyer have reached, including the Seller Commercial and Legal Standards or any other commercial legal standards mutually agreed upon by you and the Buyer; or (iii) any loss of damaged caused to any third-party, including a Buyer, as a result of your act or omission.

5.3.7. Invoicing

You are fully responsible to invoice, directly to the Buyer, together with the shipment of the Order, the complete Buyer Price Payment received from the Buyer under the specific Order. In addition, Erayo shall submit a separate invoice to the Buyer regarding the services provided to the Buyer by Erayo including the shipment, handling and customs clearance services, as well as taxes and duties if applicable. Erayo will send you an invoice for the services provided by Erayo to you in accordance with Section 6.4. All Erayo fees are net fees and you hereby acknowledge and agree that you are exclusively responsible for any taxes and duties withheld at source in respect of such payment if applicable in your jurisdiction. 6.1. Erayo services provided to you (the Seller) via the System shall be subject to the relevant fee, as specified in Erayo Fees & Credits , which Erayo may update from time to time. Changes to these Fees & Credits are effective ten (10) days from the date on which Erayo posts the changes on the Website. Unless otherwise stated, all fees are quoted in U.S. Dollars.

6.2. Promotional Events. Erayo may choose to temporarily change Erayo Fees & Credits for promotional events. Such temporarily changes are effective upon Erayo's posting of the temporary promotional event on the Website and/or System.

6.3. Service Changes. Erayo may, at Erayo's sole discretion, change some or all of Erayo's services and their related fees if applicable, at anytime. In the event Erayo introduces a new service, the fees for that service are effective at the launch of the service. If your action via the System will be subject to a fee, you will have the opportunity to review and accept the relevant fee in advance.

6.4. To insure that the amounts credited and charged are accurate, Erayo will email you no later than the 10th day of each month listing of all of your past month Approved for Payment Orders, and the corresponding financial details relevant to these Orders (the "Erayo Monthly Report"). "Approved for Payment Order" is an Order that the Buyer or any third-party on Buyer's behalf (i) received and confirmed such receipt in writing; and (ii) did not raise a any complaint or demand that requires further inquiries or discussion between you and the Buyer with respect to the specific Order. If there are any errors on the Erayo Monthly Report which you consider to be inaccurate, please send us an email within 5 (five) days (working and non-working) to billing@erayo.com, so that Erayo can either resolve the issue, or eliminate the charge prior to transferring the Buyer Price Payment to you, after deducting any fees due to Erayo by you. If you shall not notify Erayo within 5 (five) days (working and non-working) about any claims regarding the information provided to you in the Erayo Monthly Report, Erayo will, on the 15th of each month, automatically credit to your Account any relevant Buyer Price Payments for certain transactions, and will collect the fees owed to Erayo by you, by automatically deducting said fees from the Buyer Price Payment transferred to you. If you raise any claims regarding the information provided in the Erayo Monthly Report, Erayo shall examine such claims and crediting of your account will be delayed until the 27th day of each month. 7.1. You may not: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the System and/or the Website in any way; (ii) create a browser or border environment around the Erayo Website and/or System (no frames or inline linking is allowed); (iii) interfere with or disrupt the operation of this Website and/or the System, or the servers or networks that host the Website and/or the System or make this Website and/or the System available, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers, or networks; (iv) interfere with or violate any other Erayo Members' or Website visitors' right to privacy or other rights, or harvest or collect personally identifiable information about other Erayo Members or Website visitors without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, data-mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others including Erayo Members, or include such unlawful, hateful, obscene, indecent, or otherwise illegal content in the User Generated Material posted, transferred or uploaded by you on or through the System; (vi) impersonate any person or entity, including, but not limited to, any Erayo agent or representative, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Erayo endorses you, your website, your business or your Product or any statement you make, or present false information about Erayo System, Website or any other services or products via the System on any website you linked via the System; (vii) create, transfer or send unwanted or unsolicited commercial e-mail (spam) to other Erayo Members via the System or to any third-party using the Erayo System; (viii) transmit or otherwise make available in connection with this Website any virus, worm, Trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (ix) create a database by systematically downloading and storing all or any of Erayo's Intellectual Property (as defined below), or other Erayo Members' Products or User Generated Material from this Website; (x) provide false, inaccurate or misleading information during the Registration Processor in any of the User Generated Material posted, transferred or uploaded by you on or through the System; (xi) list any Products or post, transfer or upload on or through the System any User Generated Material which infringes any third-party Intellectual Property Rights, including trademarks, copyright and patent rights, or other propriety right, or contain any unlawful material including absence or illegal pornography from any kind; (xii) violate any law, statute, ordinance or regulation, including, but not limited to, those governing import / export control, consumer protection, unfair competition, anti-discrimination or false advertising; (xiii) publish via the System any personal communication information including but not limited to e-mail addresses, phone numbers, fax numbers, instant messaging, contact details etc.; or (xiv) use the System or the Website for any illegal or unauthorized purpose.

7.2. Your failure to comply with the provisions set forth herein may result in the termination of your Account and access to this Website and may expose you to civil and/or criminal liability.

7.3. Without limiting other remedies available, Erayo may, without prior notice, limit, suspend, or terminate its service, including the System and your Account, prohibit access to its Website, and take technical and legal steps to deny your access, use and/or participation in and to the Website and/or System, upon its sole discretion, including if Erayo thinks that they are problematic, hazardous or unlawful acts that are inconsistent with the letter or spirit of Erayo's Seller Terms of Use and/or business and/or concept, or if Erayo believes that your actions may cause financial loss or legal liability for you, other Erayo Member or users or to Erayo. 8.1. As a condition for your use of this Website and System, you hereby represent and warrant that (i) you are at least 18 years of age and possess the legal authority to enter into this Erayo Seller Terms of Use, to use the Website and System in accordance with all terms and conditions herein and to fully perform your obligations hereunder, including to offer for sale Product(s) for Buyers; (ii) that you are financially responsible for all of your use of this Website and System (as well as for use of your account by others, including, without limitation, minors living with you); (iii) you will safeguard your Account information and will supervise and be completely responsible for any use of your Account by anyone other than you; (iv) the execution of this Erayo Seller Terms of Use does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject; (v) you are the exclusive owner of all rights, title and interest in and to all Product(s) and any and all Intellectual Property rights related thereto or have been granted by the owner full authority and right to any Product(s) and any and all intellectual property rights related thereto required for fulfillment of the purpose herein; (vi) any and all Products provided by you and/or through you, will not constitute or encourage a criminal offense, violate or infringe any third-party rights, including but not limited to any Intellectual Property rights, be regarded to as illegally offensive or would otherwise create liability or violate any local, state, national, or international law, rules and regulations; (vii) you are solely responsible for any and all Seller Information and/or User Generated Material posted, transferred or uploaded by you in any way or manner via the System; and (vii) you have provided all accurate, correct and necessary information regarding your Product(s), including regarding the content of your Product(s).

8.2. Product Labeling. You hereby acknowledge that Product Labeling is an essential factor to ensure that the Buyer can select the correct Product and use it safely and with confidence. Accordingly, you hereby warrant, guarantee, and certify that any and all of the Products listed by you on the Online Catalogue are properly labeled in compliance with all applicable regulations.

8.3. You hereby represent and warrant that ALL THE PRODUCTS DELIVERED TO THE BUYER VIA THE WEBSITE SHALL BE NEW AND UNUSED and shall be free from all defects of materials, design, workmanship and manufacture. You may provide Buyer with Product warranty as applicable under the law.

The Website, the System and the content on the Erayo Website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like, excluding User Generated Content (as defined herein) and the trademarks, service marks and logos contained therein (collectively "Intellectual Property"), are solely owned by or licensed to Erayo, and subject to copyright and other Intellectual Property rights under United States, foreign laws and international conventions. Except as provided herein, you are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any of the Intellectual Property without the prior express written permission of Erayo.

Erayo respects your privacy and is committed to protect the personal information that you share with it. Erayo believes you have a right to know its practices regarding the information Erayo may collect when you visit the Website. Erayo policy and practices and the type of information collected, are described in the Privacy Policy.

11.1. Links to Third-Party Sites: Certain links provided herein permit you to leave the Website and enter non-Erayo World Wide Web sites or resources. These linked sites are provided solely for your convenience. These linked sites are not under the control of Erayo and Erayo is not responsible for the availability of such external sites or resources, does not endorse and is not responsible or liable for any content, advertising, products or other materials, on or available from, such linked sites or any link contained in a linked site. Erayo reserves the right to terminate any link at anytime. You further acknowledge and agree that Erayo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such linked sites or resource.

11.2. Links to Erayo Website: Erayo encourages and permits links to content on Erayo Websites, including to User Generated Material. However, you may only link from websites which permit such linking and the linking (i) should not suggest that Erayo promotes or endorses any third-party's causes, ideas, websites, products or services; (ii) should not use Erayo content for inappropriate commercial purposes; (iii) should not include a description of goods or services which are (a) illegal or prohibited under this Erayo Seller Terms of Use; or (b) in case you exclusively sells your Products via Erayo, identical to any Products offered for sale, sold or listed in your Online Catalogue; and (iv) any link to the Website must comply with Erayo's specifications and instructions as to the link location and presentation. Erayo reserves the right to withdraw permission for any link.

12.1. THE WEBSITE, THE SYSTEM, THE INTELLECTUAL PROPERTY AND ANY OTHER CONTENT ON THE WEBSITE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ERAYO DOES NOT WARRANT THAT THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE. NOR DOES ERAYO MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SYSTEM OR ENDORSE, RECOMMEND OR MAKE ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, USER GENERATED MATERIAL, PRODUCTS, FEEDBACK, OPINIONS OR STATEMENTS AVAILBLE ON OR THROUH THE SYSTEM OR THROUGH LINKS ON THE SYSTEM. USE OF THE SYSTEM IS ENTIRELY AT YOUR OWN RISK.

12.2. You hereby release and will not hold Erayo responsible for actions or inactions of others, including third-party's, Buyer's and/or other Seller's actions or inactions. You acknowledge that the Website and System are a venue to allow Sellers and Buyers to offer, sell, and/or buy Product(s), at anytime, from anywhere. Erayo is not involved in any way or manner in the relation and/or communication and/or actual transaction between you and any Buyer, and is not party, in any way, to any transaction or transfer of any right to, or legal ownership of Product(s), from you to the Buyer. Erayo has no liability for, or control over and does not guarantee the quality, safety or legality of the Product(s) listed and advertised on its Website, the User Generated Material or the truth or accuracy of the listings, and cannot ensure that a Buyer or other Sellers will actually complete a transaction. Consequently, Erayo does not transfer legal ownership of Items from you to the Buyer. Accordingly, to the extent legally permitted, ERAYO EXCLUDES ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS. OTHER THAN AS SET FORTH IN SECTION 12.1 ABOVE, ERAYO IS NOT LIABLE FOR ANY LOSS OF MONEY, GOODWILL, OR REPUTATION, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE SYSTEM AND/OR WEBSITE. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

12.3. Regardless of the previous paragraph, if Erayo is found to be liable, Erayo's liability to you or to ANY third-party is limited to the greater of (a) the total fees you or the relevant third-party paid to Erayo in the 12 months prior to the action giving rise to the liability; or (b) US$100.

You agree to defend, indemnify and hold harmless Erayo, and its officers, directors, employees, agents, members and licensees, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your breach of any of the representations and warranties under this Erayo Seller Terms of Use; (ii) your use of the System and Website; (iii) the User Generated Material you have posted, uploaded or transmitted in the blogs, forum, chat rooms or on or through the System; (iv) Erayo's publication, distribution or use of such User Generated Material; (v) your breach of any term of this Erayo Seller Terms of Use; (vi) your violation via the Seller Information, User Generated Material or the Products listed, offered for sell and sold by you via the System, of any third-party right, including without limitation, any Intellectual Property right, property right, or privacy right; or (vii) any claim that one of your Product caused damage to a third-party or any other claim regarding your service, business or Products. This defense and indemnification obligation will survive this Erayo Seller Terms of Use and your use of the Website.

14.1. Erayo reserves the right to terminate your Account and access to the System upon it sole discretion with or without cause.

14.2. Without derogating from Erayo's right to terminate your Account and access to the System in accordance with Section 14.1 above, Erayo may, upon its sole discretion, terminate your Account and access to the System with or without prior written notice in the following circumstances: (i) if you materially breach any of the terms and conditions in this Erayo Seller Terms of Use or Privacy Policy, including but not limited to the your representation detailed in Section 8; (ii) in the event that Erayo has a reason to suspect that you violated Section 7.1 above and provided personal communication information via the System; (iii) due to absence of any activities or use of the Account, including absence of any login to your Account, which shall last more than 6 (six) months according to Section 3.4 above; (iv) due to a low level of your Rate in accordance with Section 4.2.3 above.

14.3 Effect of Termination. In case following termination of your Account from any reason, including closing your Account according to Section 3.5 above, if you continue to have commercial and/or business relation with any third party that was your Buyer and worked with you via Erayo or if regardless of working with you via Erayo was first approached or was first introduced to you via or by Erayo, you shall continue paying Erayo all fees in accordance with Section 6 above during 24 (twenty four) months period following the termination of your Account.

Except as explicitly stated otherwise, any notices (i) to Erayo shall be given by e-mail to Erayo at leterayoknow@erayo.com and (ii) to you via the email address according to the preference expressed on your Account details or alternatively directly to your Message Box at Erayo. Notice shall be deemed given immediately after an email is sent, unless the sending party is notified that the email address is invalid; and 3 (three) days after the date of mailing in case of certified mail, postage prepaid and return receipt requested. This Erayo Seller Terms of Use does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the you and Erayo. Any claim relating to the Website and/or System or its use thereof will be governed by and interpreted in accordance with the laws of the State of New York, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Website and/or the System will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the State of New York. You agree to waive all defenses of lack of personal jurisdiction and forum non-conveniens and agree that process may be served in a manner authorized by applicable law or court rule. If any provision of this Erayo Seller Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Erayo Seller Terms of Use and will not affect the validity and enforceability of any remaining provisions. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under this Erayo Seller Terms of Use without Erayo's prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This Erayo Seller Terms of Use constitutes the entire terms and conditions between you and Erayo, relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Erayo. Erayo respects the Intellectual Property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information in writing to Erayo's Copyright Agent: (i) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) A description of the copyrighted work that you claim has been infringed; (iii) A description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit Erayo to locate the material; (iv) Information so that Erayo can contact you, such as address, telephone number and e-mail address; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) A statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Erayo's Copyright Agent can be reached as follows: leterayoknow@erayo.com