Slyng Seller's Agreement

Slyng Seller Agreement

This Seller Agreement (“Agreement”), is entered into by and between you or the business you represent and Slyng, Inc., a Delaware corporation having its principal place of business at 2030 E 4th St, Suite 205 E, Santa Ana, California 92705 (“Slyng” or “we”). As used in this Agreement, "you" means the Slyng user (if registering for or using our services as an individual), or the business employing such user (if registering for or using our services as a business) and any of its Affiliates. You and Slyng may be referred to herein collectively as the “Parties”, and each, a “Party.” By clicking continue below to register for or use Slyng’s services, you, on behalf of yourself or the business you represent, agree to be bound by the terms of this Agreement.

We’re excited that you have agreed to use the “Slyng Marketplace,” which is a proprietary, innovative e-commerce platform provided by Slyng. Slyng will sell products (including your products) through the Slyng Marketplace to eligible customers (“Slyng Customers”). Subject to your acceptance and compliance with this Agreement and all applicable laws, Slyng hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to access the Slyng Marketplace solely for your own lawful use.

Please be advised that this Agreement contains provisions that govern how claims you and we have against each other are resolved. It also contains an agreement to arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt out of the agreement to arbitrate. If you do not opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

Definition

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise.
"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, this Person.
"Business Day" means any day except Saturday, Sunday or any other day on which commercial banks located in California are authorized or required by Law to be closed for business.
"Claim" means any Action made or brought against a Person entitled to indemnification under Section XI.
"Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, or other requirement or rule of law of any Governmental Authority.
"Person" means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority, or any other entity.
“Products” means goods that you intend to sell on the Slyng Marketplace.
"Purchase Order" means Slyng Customer’s purchase order issued to Seller on the Slyng Marketplace, including all terms and conditions attached to, or incorporated into, such purchase order.
"Representatives" means a Party's Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns.
“Service” means the services Slyng provides to you through the Slyng Marketplace, including but not limited to, providing an e-commerce platform for you to sell and for Slyng Customers to buy your Products.
”Slyng Conversations” means Slyng Marketplace’s buyer-seller messaging system.
“Slyng Policies” means this Agreement and all terms and policies set forth on the Slyng Marketplace or that are communicated to you prior to or during your registration. If there is any conflict between this Agreement and other applicable Slyng Policies, the terms of this Agreement will prevail.
"Your Materials" means all technology, your trademarks, content, your product information, data, materials, and other items or information provided or made available by you or your Affiliates to Slyng.
"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your affiliates, or any persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which your Products are, directly or indirectly, involved as a form of payment or exchange.
"U.S." means the United States of America, including its territories, possessions, and military bases.

Registration and Use of the Slyng Marketplace

Eligibility. The Services on the Slyng Marketplace are offered and available only to registered sellers who are either an U.S. entity or an individual at least 18 years of age or older. If you are an U.S. entity, you must have a valid, 9-digit United States Business Tax Identification Number. If you are an individual, you must have a valid U.S. Social Security Number. You represent that you have the right and power to perform this Agreement and the transactions that you authorize Slyng to perform on the Slyng Marketplace.
Registration. When you register for an account on the Slyng Marketplace (“Slyng Account”), you will be bound by this Agreement and all Slyng Policies, which include this Agreement and all terms and policies set forth on the Slyng Marketplace or that are communicated to you prior to or during your registration. To register for a Slyng Account, you will need to fill in certain information about yourself as prompted by the registration form on the Slyng Marketplace website. You represent and warrant that: (i) all required registration information you submit is truthful and accurate, and (ii) you will maintain the accuracy of such information. It is a condition of your use of the Slyng Marketplace that all the information you provide is correct, current, and complete. You agree that all information you provide to register with Slyng Marketplace will be governed by our Privacy Policy at https://www.slyng.com/pages/privacy. You may not create more than one Slyng Account, and you may delete your Slyng Account at any time, for any reason, by following the instructions on the Slyng Marketplace website. You may elect to add third parties, including your employees, contractors, or agents as authorized users to your Slyng Account by following the instructions on the Slyng Marketplace website. We may suspend or terminate your Slyng Account for any reason at any time at its sole discretion. All provisions of this Agreement, which by their nature should survive termination shall survive such termination, including, without limitation, disclaimer of warranties, indemnity provisions and limitations of liability.
Account Limitation. You acknowledge that your Slyng Account is personal to you and agree not to provide any other Person with access to Slyng’s Services using your Slyng Account (other than third parties authorized by you to use your account in accordance with this Agreement). You agree to notify us immediately of any unauthorized access to or use of your Slyng Account or any other breach of security. You should use particular caution when accessing your Slyng Account from a public or shared computer so that others are not able to view or record your password or other personal information.You are solely responsible for any use of or action taken under your Slyng Account.
Services Transaction Terms.

Transaction Fees. You agree that all sales arising out of or made using some or all of the Services on the Slyng Marketplace are subjected to a transaction fee of 15% of the order total, which includes tax and shipping fees of the Products sold. You agree that all sales proceeds will first be deposited in Slyng’s account and Slyng will subtract the transaction fee of 15% of the order total from the sales proceeds before remitting the netsales proceeds to you. Slyng will remit the net sales proceeds on a bi-weekly basis (every 14 days), or earlier at Company’s sole discretion.

If you attempt to avoid paying the above transaction fees by sharing direct contact information with a Slyng Customer, you may be subject to a range of consequences, including limits on your selling privileges on the Slyng Marketplace, restrictions on Product listings and other account features, suspension of your Slyng account, application of fees, and recovery of expenses for policy monitoring and enforcement. If you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of the Slyng Marketplace, you may be liable to pay a final value transaction fees calculated based on the Product listing price, even if the Product ultimately does not sell.

Shipping, Processing and Fulfillment Policy. You agree to:

Keep an updated inventory of your Products.
Accept and acknowledge receipt of all Purchase Orders from a Slyng Customer.
Pack and deliver the Products to shipping carrier within 5 Business Days from the date you receive the Purchase Order from a Slyng Customer.
Select and pay for your chosen method of shipment, and the carrier for the Products in your sole discretion.
Be responsible to ensure that Slyng Customers receive the Products they order from you on Slyng Marketplace and keep accurate and complete records of your Product shipment process.
Allow Slyng to use all Purchase Orders, shipping, and tracking information to interact with Slyng Customers.
If you received a Purchase Order but you are unable to fulfill the Purchase Order according to the above terms, you will still be responsible for the related transaction fees for such Purchase Order.

Tax Matters. As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) Slyng automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) Slyng expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by Slyng and used by you. All fees and payments payable by you to Slyng under this Agreement are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying Slyng any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.

What Cannot be Sold on Slyng Marketplace

Anything illegal
Alcoholic beverages
Live animals
Automobiles
Currency, Coins, or Gift Cards
Drugs or controlled substances
CBD (Cannabidiol)
Explosives
Hazardous chemicals
Human body parts
Weapons, guns, gun parts, or ammunition
Any medical goods
Real Estate
Recalled or returned products
Stocks and other
Tobacco
Refurbished or used items

Seller Conduct

You must act fairly and honestly on Slyng Marketplace to ensure a satisfying buying and selling experience. All sellers must:

Provide complete and accurate information to Slyng and Slyng Customers at all times and be fully responsible for the accuracy and content of the Product listings on Slyng Marketplace
Act fairly and not misuse the Services in deceptive ways
Not attempt to damage or abuse another seller, their listings or ratings
Not attempt to influence Slyng Customers’ ratings, feedback, and reviews
Not send unsolicited or inappropriate communications to other sellers or Slyng Customers
Not contact customers except through Slyng Marketplace’s buyer-seller messaging system Slyng Conversations
Not attempt to circumvent the Slyng sales process by sharing direct contact information with Slyng Customers
Provide complete and accurate product information for each Product, including return and exchange policies
Not commit trademark infringement by selling counterfeit Products or otherwise infringing on other businesses’ trademarks. Counterfeit Products here means Products that bear a spurious mark that is identical with, or substantially indistinguishable from, a registered trademark
Only list Products that you own or control; If you operate an online marketplace, you may not list or sell to Slyng third party products that are listed on that marketplace (i.e., products that you neither own nor control)
Agree that Slyng may revise Product data associated with your Product listings, including Metatags and URL links that are included in the listing, to supplement, remove, or correct information

You may use the Slyng Marketplace only for lawful purposes and in accordance with this Agreement You agree not to use the Slyng Marketplace:

For any unlawful purpose or in any way that violates applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries),
to impersonate or attempt to impersonate Slyng, a Slyng employee or agent, another user or any other person or entity (including, without limitation, by using e-mail addresses or usernames associated with any of the foregoing), or
to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Slyng Marketplace, or which, as determined by us, may harm Slyng or users of the Slyng Marketplace or expose them to liability.

If we determine that your actions resulted in or is likely to result in returns, chargebacks, claims, disputes, or violations of our terms of policies, or other risks to Slyng or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to Slyng or third parties exists. For any amounts that we determine you owe us, we may (a) charge your credit card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to your bank account; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our terms and conditions, then we may in our sole discretion permanently withhold any payments to you.
If there is a dispute between a Slyng Customer and you regarding an order and the Slyng Customer eventually prevails under Slyng’s discretionary review, Slyng is allowed to charge you for the order total plus any related administrative and legal fees related to the dispute by either withholding payments owed to you or by Invoicing you for the fees due.

Returns, Exchanges and Cancellations

As a seller on Slyng, you’re expected to clearly state your policies regarding returns and refunds on the page of each of your Products listings. You must include information regarding:

Whether or not you accept returns and exchanges
The time frame in which you may accept a return or exchange
Who will pay for the cost of return or exchange shipping for any items that are sent back to you

If you enter into a return or exchange agreement with a Slyng Customer, you must issue a refund to the Slyng customer for the returned item(s) or ship the exchanged item per your posted policies.
If you are unable to complete a transaction, you must notify the buyer via Slyng Conversations and cancel the transaction within 3 Business Days. If the buyer already submitted payment, you must issue a full refund. You are encouraged to keep proof of any refunds in the event a dispute arises.

Communicating with Other Slyng Marketplace Users

Slyng has no obligation to monitor the Slyng Conversations but reserves the right to review materials transmitted through it and reserve the right to terminate this service at its sole discretion.
When you use and access the Slyng Marketplace on a mobile device, you acknowledge and agree that standard carrier charges may apply and that depending on your wireless service plan, your wireless carrier may impose data or other charges when you use the Slyng Marketplace, and that any and all such charges will solely be your responsibility.
You can use Slyng Conversations to communicate directly with Slyng Customers or other Slyng members. Slyng Conversations are a great way for Slyng Customers to ask you questions about a Product or an order. You agree to not communicate with Slyng Customers outside of the Slyng Conversations feature. You agree to respond to any Slyng Customers’ questions within 1 Business Day. Slyng Customers may not be used for the following activities:

Sending unsolicited advertising or promotions, requests for donations, or spam;
Harassing or abusing another Slyng Marketplace user;
Contacting another Slyng Marketplace user after he or she has explicitly asked you not to; or
Interfering with a transaction or the business of another Slyng Marketplace user.

Privacy and Personal Information

Slyng may contact you using mails, emails, calls and text messages, at any physical addresses, email addresses, telephone numbers, or cell phone numbers that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this Agreement, our policies, applicable law, or any other agreement we may have with you.
As a result of sales and other activity through the Slyng Marketplace, you will receive information about identified or identifiable Slyng Customers and related third parties (such as third parties to whom Slyng Customers designate as recipients of shipments), including without limitation, names, contact information, purchase information, and the fact that individuals have a relationship with Slyng (“Slyng Customers Personal Information”).
There are restrictions on your use of Slyng Customer Personal Information. You may only use the Slyng Customer Personal Information to perform your obligations and exercise your rights under this Agreement.
You may not directly or indirectly use Slyng Customer Personal Information to (a) contact any Slyng Customer that has ordered Products that has not yet been delivered, or any related individual such as a designated shipment recipient, with the intent to offer or solicit any other purchase, (b) contact a Slyng Customer outside of the Slyng Conversations feature for any reason (including any fulfillment questions which should be handled by carriers except for any fulfillments that require a scheduled delivery with the Slyng Customer), (c) solicit additional information from the Slyng Customer or related individual (which in any case would be deemed Slyng Customer Personal Information) or (d) sell or otherwise transfer Slyng Customer Personal Information to any third party.
Slyng may allow select marketing communication with the Slyng Customer through the inclusion of marketing materials within the packaging of Product orders shipped by you. All such marketing materials and communications must receive prior written approval by Slyng.
Regardless of any opt-out information that Slyng provides to you, this Section does not restrict your use of information that you acquire or develop outside the context of Slyng and without the use of Slyng Customer Personal Information. For example, if you have a pre-existing relationship with an individual who is also a Slyng Customer, and you already have their contact information, this Agreement does not prevent you from contacting them with that contact information for marketing purposes, but you cannot, for example, target that Slyng Customer because of information learned through transactions made on the Slyng Marketplace or otherwise due to the fact that the Slyng Customer has a relationship with Slyng.

Building a Positive Reputation Through our Reviews System

You may not attempt to influence or inflate Slyng Customers’ ratings, feedback, and reviews. You may request feedback and reviews from your own customers in a neutral manner, but may not:

Pay for or offer an incentive (such as coupons or free products) in exchange for providing or removing feedback or reviews
Ask Slyng Customers to write only positive reviews or ask them to remove or change a review
Solicit reviews only from Slyng Customers who had a positive experience
Review your own products or another seller’s products on Slyng Marketplace

Providing Great Customer Service

By Selling on Slyng Marketplace, you agree to:

Provide accurate “ships from address”
Specify your shipping cost and processing times in your Product listings
Ship Products promptly after receiving a Slyng Customer’s Purchase Order. Prompt shipping means ship each items within 5 Business Days of the receipt of the Purchase Order, unless you otherwise specified in your Product listing a different processing time or agree to a different processing time with the Slyng Customer through Slyng Conversations
Comply with all local and international shipping and customs regulations
Ship to the Slyng Customer address listed on the Purchase Order
Notify Slyng Customers that their order is shipped when you ship the Products
By submitting tracking information or delivery confirmation on Slyng Marketplace, you’re giving us permission to collect and share this data received from your chosen shipping carrier with the Slyng Customer that ordered your Products
Make sure your inventory record is accurate and notify the Slyng Customers promptly if you are unable to fulfil any Purchase Order for any reason. Prompt notification means within 3 Business Days after the Slyng Customer submitted the Purchase Order
Be fully responsible for the pricing and promotional deals you put under each of your Product listings on Slyng Marketplace.

Indemnification

You agree to indemnify, defend and hold harmless Slyng and Slyng’s affiliates, licensors, employees, officers, directors, investors, service providers, agents and advisors, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement (each, a "Claim"). A Claim may be arising from or related to (a) your Products, including without limitation, the sale and fulfillment of your Products, any actual or alleged infringement of any related intellectual property rights in your Products or Product listings on Slyng Marketplace, and any actual or alleged personal injury, death or property damage related to your Products, (b) any breach of your obligations under this Agreement or (c) any taxes owed by you as set forth in this Agreement. You will use counsel reasonably satisfactory to Slyng to defend any Claim, and Slyng may control the defense of any Claim to the extent Slyng determines such Claim might adversely affect Slyng. Neither party may consent to a settlement or entry of any judgment related to a Claim without the other party’s prior written consent, which may not be unreasonably withheld.

Warranty Disclaimers, Limitation of Liability, Force Majeure, and Release.

Warranty Disclaimers. The Slyng Marketplace, including all content, software, functions, materials and information made available on the Slyng Marketplace is provided to you “as-is.” You agree that you are using the Slyng Marketplace at your own risk. To the fullest extent permissible by law, Slyng disclaims (a) any and all representations and warranties related to this Agreement, (b) any implied warranties relating to this Agreement (such as implied warranty of merchantability, implied warranty of fitness for a particular purpose or non-infringement) and (c) any other obligation, or liability to you or any third party, whether or not arising from Slyng’s negligence.
Limitation of Liability. Slyng strives to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Slyng does not warrant that the functions and software contained in the Slyng Marketplace will meet your requirements. Slyng does not guarantee that the Slyng Marketplace will be available, timely, secure, uninterrupted or error free. Slyng’s aggregate liability arising out of or in connection with this Agreement will not exceed the total amounts paid by you to Slyng during the six month period prior to the date your claim arose. You agree that Slyng will not be responsible for:

Any service interruptions, including without limitation those relating to any sales transactions; and
Any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, mobile device, computer programs, data or other proprietary material due to your use of the Slyng Marketplace or any Services.

Force Majeure. Slyng will not be liable for any delay or failure to perform any of Slyng’s obligations under this Agreement by reasons, events or other matters beyond Slyng’s reasonable control or that by its nature could not have been foreseen by Slyng or, if it could have been foreseen, was unavoidable. Such events may include but are not limited to natural disasters, embargoes, explosions, riots, wars, or acts of terrorism (each, a “ ).
Release. You, on behalf of yourself and any successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns, and any other person or entity claiming by, through, under, or in concert with them (collectively, the "Releasing Parties"), irrevocably acknowledge full and complete satisfaction of and unconditionally and irrevocably release and forever fully discharge Slyng and each of our affiliates, and any and all of our and their predecessors, successors, and affiliates, past and present, as well as each of our and their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all persons acting by, through, under, or in concert with any of them (collectively, the "Released Parties"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts, or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, "Losses") which the Releasing Parties now own or hold or at any time have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the shipment, export, or delivery of Your Products to Foreign Addresses, including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort, product liability, contract, warranty, or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for or use Slyng Marketplace, which the Releasing Parties are giving up by agreeing to these Slyng Marketplace Service Terms. In addition to the foregoing, you acknowledge, on behalf of yourself and all other Releasing Parties that you are familiar with Section 1542 of the Civil Code of the State of California, as follows:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

You, on behalf of yourself and all other Releasing Parties, expressly waive and relinquish any rights that you had or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the law of any other jurisdiction, to the full extent that you may lawfully waive all such rights pertaining to the subject matter of these Slyng Marketplace Service Terms.

Intellectual Property Policy

The Slyng Marketplace, the Services we provide you, and their entire contents, features and functionality (including but not limited to all information, software, text, displays, featured images, video and audio, and the design, selection and arrangement of the above), are owned by the Company, its suppliers, or its licensors, and are protected by United States and international copyright, trademark, patent, trade secret and other applicable intellectual property or proprietary rights laws.
You grant Slyng a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials for the Services, and to sublicense the foregoing rights to our affiliates; provided, however, that we will not alter any of your trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, download, store or transmit any of the material on Slyng Marketplace, except:

your computer or mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials on either of your computer or mobile device, respectively,
you may store files that are automatically cached by your Web browser for display enhancement purposes, and

You must not:

modify copies of any materials from the Website,
delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website, and

If you wish to make any use of material on Slyng Marketplace other than those set out in this section, please email support@slyng.com.
If you print, copy, modify, download or otherwise use or provide any other person, organization, company, or business with access to any part of Slyng Marketplace in breach of this Agreement , your right to use Slyng Marketplace will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Company or any content on the Slyng Marketplace is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Slyng Marketplace not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, or other laws.

Assignment. You may not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Slyng. Any purported assignment or delegation in violation of this Section XIV shall be null and void. No assignment or delegation shall relieve you of any obligations hereunder. Slyng may at any time assign or transfer any or all of its rights or obligations under this Agreement without your prior written consent to any affiliate or to any person acquiring all or substantially all of Slyng's assets.

Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.

Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Amendment and Modification. This Agreement may only be amended or modified in a writing stating specifically that it amends this Agreement and is signed by an authorized representative of you and Slyng.

Dispute Resolution. We encourage you to contact the Slyng’s customer service department by email (support@slyng.com) if you have concerns or complaints about the Slyng Marketplace. Generally, Seller complaints can be satisfactorily resolved in this way. If we cannot resolve your concerns informally through negotiation, disputes between you and Slyng shall be resolved pursuant to this Section XVIII. All disputes arising out of or relating to any aspect of your relationship with Slyng, must be resolved in good faith first by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures in Los Angeles, California before resorting to any other dispute resolution procedure. If mediation could not resolve the dispute, it must be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.