Welcome to Erayo Inc. ("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 Buyer Terms of Use"), AND YOU AGREE TO BE BOUND BY THEM AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS 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. This Erayo Buyer Terms of Use applies both to your activity as Erayo User or as a Buyer (as those terms are defined below) and define your rights and obligations under each of these hats (User and Buyer).

Erayo reserves the right to, at anytime, by posting the amended Erayo Buyer 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 in this Erayo Buyer 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. You, operating either as a User (as defined below) or as a Buyer (as defined below) is in both cases part of this community! As an online community, Erayo provides a B2B marketplace for individual and business entities, who, if applicable, comply with the DSA code of ethics to 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 units ("Items") ordered by a Buyer (as defined below) at the price indicated by the Seller in the Seller's Online Catalogue or mutually agreed upon by a Buyer and a Seller for each Product (the "Price") (collectively, the "System"). An individual or a business entity operating as a vendor ("Seller") and the individual or business entities who buys any of the Seller's Products ("Buyer" or "you") are exclusively responsible for setting all the commercial and legal terms and conditions which governs each transaction between them. It is hereby acknowledged and agreed that Erayo has the right upon it sole discretion to refuse to provide services via the System to any person or business entity at anytime, including if a User breaches this Buyer Terms of Use.

2.2. You hereby acknowledge and agree that ERAYO WEBSITE ACTS AS A VENUE and is NOT a retailer. Erayo is not directly involved in the actual transaction between a Buyer and a Seller.

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 Buyer Terms of Use and using the System you agree to accept such risks.

2.4. Erayo shall have the right, but no obligation, to monitor transactions between Buyers and Sellers, and Seller's, Buyer's and User's patterns of use of and operation via the System in order to detect Seller, Buyer or User who might exploit the Website and/or the System in an unlawful ways or in ways which are not in line with the Erayo Seller Terms of Use or Erayo Buyer 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 Seller, Buyer or User upon its sole discretion, including if Erayo suspects that the Seller, Buyer, or User acted unlawfully or not in good faith.

3.1. In order to use the System and Website ("User" or "you") may be requested to provide a valid e-mail address and other applicable information. If you wish to further use the System as a Buyer and submit Order (as defined below) to a Seller you must complete the account setup processes (collectively, the "Account Setup Process") and obtain an Account (the "Account"). You must provide accurate and complete information during your use of the System as a User, and during the creation of a Buyer Account in the Account Setup Process, such as an accurate e-mail address. Using the System as a User and becoming a Buyer is currently free of charge. Erayo reserves the right to at anytime by posting the amended Erayo Buyer Terms of Use on this Website, charge fees for the use of this Website and/or System.

3.2. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE PASSWORD AND ACCOUNT. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR PASSWORD OR BUYER ACCOUNT OR UNDER YOUR NAME AS A USER. As a Buyer 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 Buyer and as a Seller. In such case you must obtain different Accounts for your activity as a Seller and as a Buyer. A Buyer must notify Erayo immediately of any unauthorized use of its 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 (either as a User or a Buyer) to comply with this Buyer Terms of Use; (ii) any unauthorized use of Buyer's password or Account or any other breach of security; (iii) any activity under your Account as a Buyer or your name as a User conducted by others on your behalf and/or under your supervision. In no event will Erayo mediate disputes or split fees between a Buyer and third-parties who used Buyer's Account on Buyer's behalf and/or under Buyer's supervision. A Buyer 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 User's or Buyer’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 Account setup Process by a Buyer. Erayo also encourages you to review the potential Seller Feedback and as a Buyer to communicate directly with potential Sellers 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 a Buyer's Account due to absence of any activities or use of the Account, including absence of any login to Buyer Account, which shall last more than 6 (six) months. Following such suspension or elimination of Buyer Account, Erayo has no obligation to keep Buyer Account details, content, data, username or any other information included in the Account. Erayo may, upon its sole discretion and upon availability of the Account username, re-activate Buyer Account upon Buyer request to Erayo support service at support@erayo.com.

3.5. Closing a Buyer Account. If you would like to close your Account and discontinue using the System as a Buyer you may contact Erayo support services at support@erayo.com. Erayo may assist you in closing your Buyer Account as long as you are acting in good faith and are committed to meet any of your pending obligations.

4.1. User Generated Material

4.1.1. Both Users and Buyers may be able to post various content including information in public message areas such as blogs, forums and Feedbacks (as defined below), Buyer's profiles, Buyer's bios, images and other text material via the System, including the Erayo Message Box (as defined below) (collectively "User Generated Material"). A Buyer and / or a User is solely responsible for any and all User Generated Material posted, transferred or uploaded by them or under their User's name or Buyer's 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 Buyer Terms of Use, Erayo Privacy Policy, the DSA code of ethics, if applicable, or other policies.

4.2. Feedbacks

4.2.1. Both Users and Buyers may have 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 Buyer, Seller and/or other advisors and service providers operating via the System. Erayo may compile all the Feedback Rating and Feedback Wording and composite a number and/or a visual scale which shall represent the feedback rate of the feedback's subject (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 Sellers', Buyers', service providers' and Products' reputation. However, you acknowledge that any reliance on Feedback or other User Generated Material posted by other Users, Sellers, Buyers and service providers 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 an Erayo Seller , to leave negative or neutral Feedback if your demands will not be satisfied by that third party; or (v) artificially enhance in any way your or any other Sellers', Buyers', service providers' and Products' Feedback.

4.2.3. Erayo may, without prior notice, limit or eliminate your ability to operate as a Buyer based upon the level of your Rate as a Buyer. If you earn as a Buyer a low Rate, your Buyer Account may be fully or partially suspended and will automatically be flagged as 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 or uploading your User Generated Material to 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 submit. 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. Orders and Seller Online Catalogue:

5.1.1. A Buyer may submit via the System a purchase order to a Seller for the purchase of certain Products (an "Order") listed in the Seller's Online Catalogue (the "Online Catalogue") subject to the commercial and legal standards set by the Seller in his Online Catalog or Account ("Seller Commercial and Legal Standards") or subject to other legal and commercial standards agreed in writing through the System between the Buyer and the Seller prior to the payment by the Buyer of the Buyer Payment (as defined below).

5.1.2. Seller may remove, add or change details of any Product on its Online Catalogue, including Prices at any time, provided that the Seller must provide an Order which was placed and paid 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.

5.1.3. Erayo may, upon its sole discretion and without providing an explanation, remove any Product from Seller's listing on the Online Catalogue in the System, and will not allow any sale and/or offering for sale of any Product and/or reject any transaction of any Product.

5.2. Best Price Guarantee

5.2.1. If a Buyer or Erayo's representative prove, by providing written records to the Seller (the "Lower Price Notification"), that the same Product may be purchased, in the same quantities and delivered to the same designated address, at a lower price than the Price offered via the System (the "Lower Price"), a Buyer shall, upon Seller's decision, either (i) be entitled to complete the purchase transaction with the Seller via the System in a price equal to the Lower Price minus 10%; or (ii) receive an agreed compensation in the form of credit equal to double the difference between the Price indicated in the Seller's Online Catalog and the Lower Price up to a maximum credit of $1000

5.3. Communication between Sellers and Buyers and Binding Transactions

5.3.1. Communication tools. Erayo provides a Buyer with an inbox (the "Erayo Message Box") and a set of tools that may assist a Buyer in its business, and a communication system which allows a Buyer to communicate with other Buyers, Sellers and other Service Providers. All types of communications between a Buyer, Seller and other service provider (if and when such service provider exist), must be done exclusively via the communication tools provided through the System, including, but not limited to, placing an Order.

5.3.2. Binding Transaction. The transaction sale between a Buyer and the Seller becomes binding following a Buyer's check out and payment. The commercial and legal standards governing the transaction with the Seller are those indicated in Seller's Online Catalog or Account (the "Seller Commercial and Legal Standards"). Unless a Buyer and a Seller explicitly agree in writing through the System on different commercial and legal standards, in whole or in parts, the Seller Commercial and Legal Standard shall be the default standards governing the transaction.

5.3.3. Erayo shall operate in accordance with the Seller Commercial and Legal Standards indicated on Seller's Online Catalog or Account, unless the Buyer and the Seller 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 the Buyer and the Seller via the System address a specific matter with respect to a certain transaction between the Buyer and the Seller, a Buyer hereby grant Erayo the right to force a solution to such specific matter upon its sole discretion. A Buyer hereby waive any right, demand or claim a Buyer may have against Erayo or the relevant Seller with respect to any solution forced by Erayo. Erayo shall not be liable for any loss or damage which may be caused to a Buyer or the Seller 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 the Buyer and the Seller or a solution forced by Erayo in accordance with this Section.

5.4. Transferred Payment and Billing Legal Standards

5.4.1. A Buyer hereby agrees that any of its payments to the Seller and/or Erayo (collectively, "Buyer Payment") shall be initially transferred via Erayo's bank account. Buyer Payment shall include (i) Buyer payment to the Seller of the Price of the Items ordered by it from the Seller (the "Buyer Price Payment"); (ii) if applicable, shipment and handling fees in accordance with the commercial and legal standards governing the transaction. A Buyer hereby appoints Erayo to serve as its "Honest Broker" for all payments from it to the Seller including Buyer Price Payments and authorizes Erayo to transfer to the Seller all payments from it to the Seller according to the terms and conditions set forth in this Buyer Terms of use.

5.4.2. Assignment of Interest to Erayo. A Buyer hereby acknowledge and agree that it will not receive interest or other earnings on the Buyer Payments that Erayo handles as its Honest Broker and places in Erayo bank account. In consideration for its use of the System, a Buyer irrevocably transfers and assigns to Erayo any ownership right that it may have in any interest that may accrue on Buyer Payments held in Erayo bank account. This assignment applies ONLY to interest earned on the Buyer Payments, and nothing in this Erayo Buyer Terms of Use grants Erayo any ownership right to the principal of Buyer Payments a Buyer maintains with Erayo (excluding shipment and handling fees to be paid to Erayo according to the commercial and legal standards governing the transaction). In addition to or instead of earning interest on Erayo bank account, Erayo may receive a reduction in fees or expenses charged for banking services by the banks that hold the Buyer Payments.

5.4.3. 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) Buyer's or User's breach of this Buyer Terms of Use; (ii) a written agreement a Buyer and the Seller have reached, including the Seller Commercial and Legal Standards or any other commercial legal standard mutually agreed upon by a Buyer and a Seller; or (iii) any loss of damaged caused to any third-party, including a Seller, as a result of a Buyer's or User's act or omission.

5.5. Invoicing

The Seller is fully responsible to invoice, directly to the Buyer, together with the shipment of the Order, the complete Buyer Price Payment of the specific Order. In case according to the commercial and legal standards governing the transaction between a Buyer and a Seller Erayo handles the shipment of an Order, Erayo shall submit a separate invoice to the Buyer covering the shipment. A Buyer is exclusively responsible for any taxes and duties with respect to any Buyer Payment.



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 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 Seller's, Buyer's or Users' right to privacy or other rights, or harvest or collect personally identifiable information about other Seller, Buyer, or User 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 Seller, Buyer or User, 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 any statement you make, or present false information about Erayo System, Website or any other services or products via the System on any of website you linked via the System; (vii) create, transfer or send unwanted or unsolicited commercial E-mail (spam) to other Seller, Buyer or Users via the System or to any third-party using 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 define below), or other Seller's, Buyer's, Users' Products or User Generated Material from this Website; (x) provide false, inaccurate or misleading information during the Account Setup Process or in any of the User Generated Material posted, transferred or uploaded by you on or through the System; (xi) 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 rights, or contain any unlawful material including presence of illegal pornography of 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; or (xiii) 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 as a Buyer or access to this Website as a User, 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 Buyer 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 users, or to Erayo.

8.1. As a condition for your use of this Website and System as a Buyer or as a User, 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 Buyer Terms of Use, to use the Website and System in accordance with all terms and conditions herein, and to fully perform your obligations hereunder; (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 Buyer 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; and (v) you are the sole responsible for any and all User Generated Material posted, transferred or uploaded by you in any way or manner via the System.

8.2. Without derogating from the Seller obligations under Erayo Seller Terms of Use, the Seller may provide you 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 protecting 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 website which permits 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 illegal or prohibited under this Erayo Buyer Terms of Use; and (iii) any linked website must provide a link back to the relevant page in Erayo Website which contains the linked content in accordance 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 AT 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 AVAILABLE ON OR THROUGH 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 a third-party's, Buyer's, User'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 is not party, in any way, to any transaction or transfer of any right to, or legal ownership of Product(s), from the Seller to a 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 Seller or other Buyers will actually complete a transaction. Consequently, Erayo does not transfer legal ownership of items from the Seller 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 Buyer 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, forums, 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 Buyer Terms of Use; (vi) your violation via the User Generated Material of any third-party right, including without limitation any Intellectual Property right, property right, or privacy right;

14.1. Erayo reserves the right to terminate a Buyer Account and a User's access to the System upon its sole discretion with or without cause.

14.2. Without derogating from Erayo's right to terminate a Buyer Account and a User's access to the System in accordance with Section 14.1 above, Erayo may, upon its sole discretion, terminate a Buyer's Account and/or a User's access to the System with or without prior written notice in the following circumstances: (i) if a Buyer or a User materially breaches any of the terms and conditions in this Erayo Buyer Terms of Use or Privacy Policy, including but not limited to the representation detailed in Section 8; (ii) due to absence of any activities or use of the Buyer Account, including absence of any login to Buyer Account, which shall last more than 6 (six) months according to Section 3.4 above; (iv) due to a low level of a Buyer's Rate in accordance with Section 4.2.3 above.

Except as explicitly stated otherwise, any notices (i) to Erayo shall be given by e-mail to Erayo leterayoknow@erayo.com; and (ii) to you via or to the email address you indicated upon registration as a User or a Buyer 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 Buyer 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 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 Buyer Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Erayo Buyer 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 Buyer 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 Buyer 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