Aloop

Seller Agreement

Version 1 (2026-10-v1) · Effective date: October 26, 2026

This Seller Agreement (the "Agreement") is between Tarnish Inc., a Delaware corporation ("Aloop", "we", "us"), and you, the person or entity that lists items for sale on the Aloop marketplace ("Seller", "you").

This Agreement applies in addition to the Terms of Service, including the Policies they name. Where this Agreement and the Terms of Service conflict on a matter concerning selling, this Agreement controls. Our Privacy Policy explains how we handle personal information; it is a notice, not part of this Agreement.

You accept this Agreement in the Aloop app before you can list an item for sale or receive a payout. We record which version you accepted and when.

1. Who may sell

1.1 You must be at least 18 years old and legally able to enter into contracts.

1.2 You must be a resident of, or an entity organized in, the United States.

1.3 You must complete our seller application and be approved, and you must set up a payout account with our payment processor, Stripe, including its identity, bank, and tax verification, which you complete in the Aloop app and on pages Stripe hosts that the app opens. You then have your own Stripe dashboard, which you open from the Payouts screen of the Aloop app: there you see your Stripe balance and your payouts, and you keep your bank account and tax details current. Only Aloop starts a payout from your Stripe balance — the dashboard's controls for paying out, changing the payout schedule, and instant payouts are switched off by Aloop for sellers on Aloop (see 6.4).

1.3A Stripe's terms. The payment-processing services you receive as a seller on Aloop are provided by Stripe and are governed by the Stripe Connected Account Agreement, which includes the Stripe Services Agreement, as Stripe may change it from time to time. You accept it with Stripe when you set up your payout account, on Stripe's own pages. You agree to give Aloop accurate and complete information about you and your business, and you authorize Aloop to share it, and information about your transactions, with Stripe. Stripe processes that information as its Privacy Policy describes.

1.4 You may sell as an individual or as a business. Where this Agreement distinguishes between them, "Business Seller" means a Seller that has told us it is selling as a business entity or sole proprietorship, and "Individual Seller" means any other Seller.

1.5 You may not sell if you are barred under applicable law or appear on any sanctions or restricted-party list.

1.6 Where selling is available. Selling, and the payment services that come with it, are available only in the places we support, which can be narrower than the United States as a whole; the app tells you if yours is not supported. You must give us, and keep current, your accurate legal address and, if you sell as a business, its business address, and the address you actually ship from. You must not give another address, or use another person's, to get around a restriction on where selling or payment services are available.

2. What this Agreement covers

2.1 This Agreement governs your listing and sale of items through Aloop, the fees you pay, how and when you are paid, and what happens when something goes wrong.

2.2 The following are incorporated into this Agreement by reference and form part of it:

2.3 We may update those policies as described in section 17. The Seller Standards, the Buyer Protection & Returns Policy and the Copyright & Repeat-Infringer Policy are posted separately and each carries its own version; the Seller Standards change as their own section 3 describes, and whether a change to them is material is judged under 17.1 by its effect, as for any other change; the rest are part of the Terms of Service or of this Agreement and change with them.

3. Your role and ours

3.1 You are the seller of the item. You own the item or have the right to sell it, you set the price, you describe it, you package it, and you ship it. The contract of sale for the item is between you and the buyer.

3.2 We are not the seller. We do not manufacture, warehouse, or take title to any item, and we never take possession of your items.

3.3 We do not authenticate. We do not inspect items or verify their authenticity, materials, age, provenance, or condition, and we do not verify any document you provide. Every claim about an item is yours and is presented to buyers as yours.

3.4 We provide the marketplace, the payment processing described in section 4, shipping labels and tracking, the buyer-protection and dispute framework, and enforcement of these rules.

4. Seller of goods; Aloop as payment merchant of record

4.1 Allocation of roles. You are the seller and supplier of each item. Aloop, not you, is the merchant of record for payment-processing purposes for orders processed through Aloop's platform payment account. Aloop accepts payment from buyers, appears on buyers' payment statements, receives the transaction proceeds, settles amounts to you, and administers payment refunds, reversals, disputes, and chargebacks.

4.2 What that means practically. The buyer's card is charged by Aloop in Aloop's name. The charge appears on the buyer's statement under Aloop's descriptor, not yours. Aloop's account is debited for processing fees, refunds, and chargebacks in the first instance.

4.3 Internal economic responsibility. As between you and Aloop, you are responsible for amounts and losses resulting from your breach of this Agreement, an inaccurate listing, an authenticity or condition issue, a failure to fulfill, a return obligation, an unlawful item, or a buyer remedy, refund, reversal, assessment, fine, tax, or other event you caused, and for chargebacks as 6.5 and 6.6 describe. You authorize Aloop to recover those amounts as described in section 6.

4.4 No limitation of buyer rights. The allocation in 4.3 is internal. It does not make you the merchant of record, transfer Aloop's payment-network liability to the buyer, require any buyer to waive payment-dispute rights, or limit any obligation Aloop owes a buyer, issuer, network, processor, or acquirer.

4.5 Refund and dispute authority. Aloop may investigate a buyer's claim, determine eligibility under the published policies, direct a return, issue a full or partial refund, accept or contest a chargeback, and resolve a buyer dispute. You will provide the records, photographs, tracking information, and other evidence we reasonably request, promptly.

4.6 Your communications. You must not represent that you are the merchant of record for an Aloop payment, that the buyer's payment was made directly to you, or that Aloop has no responsibility for payment refunds, disputes, or chargebacks.

4.7 Sales tax. Where marketplace-facilitator law requires Aloop to collect and remit sales tax on a transaction, Aloop will do so, and you must not separately collect that tax. Tarnish Inc. is a registered New York State sales tax vendor and will collect sales tax on all taxable sales of tangible personal property that it facilitates for delivery to a New York State address. That sentence is the statement New York's Form ST-150 (Marketplace Provider Certificate of Collection) describes, so you do not need a separate copy of that form from us. You remain responsible for your own income taxes and for any other tax obligation that applies to you.

4.8 Collection as your agent. For the purpose of collecting the price a buyer owes you, and administering refunds, reversals, disputes, and chargebacks on that payment, you appoint Aloop as your limited agent, and Aloop accepts that appointment. This appointment is made by this Agreement, which you accept before any buyer payment is collected for you.

5. Your representations and warranties

You represent and warrant, for every item you list and every sale you make:

Title and right to sell

5.1 You own the item or are authorized to sell it, and you can transfer good title, free of any lien, encumbrance, or claim.

5.2 The item is not stolen, lost, misappropriated, or subject to any third-party claim of right.

Accuracy

5.3 Your listing — including title, description, photographs, and video — is accurate, complete, and not misleading.

5.3A Suggestions you accept. If you accept a title, description, caption, clip or other suggestion made by an Aloop feature, including one made by AI, it becomes part of your listing, and the representations and warranties in this section apply to it exactly as to anything you write yourself. Check every suggestion before you submit: Aloop does not check that a suggestion is accurate.

5.4 Every claim you make about authenticity, maker, brand, origin, age, materials, metal type and purity, gemstones and their origin and treatment, hallmarks, condition, repairs, alterations, and provenance is truthful and you have a reasonable basis for it.

5.5 You have disclosed every known defect, damage, repair, alteration, and missing component.

5.6 Any document you provide — a receipt, appraisal, certificate, lab report, or provenance record — is genuine, relates to the item listed, and has not been altered.

Jewelry-specific disclosure

5.7 You comply with the FTC Guides for the Jewelry, Precious Metals, and Pewter Industries, 16 C.F.R. Part 23. In particular: you will not describe a laboratory-grown, synthetic, imitation, or simulated stone by a gemstone name without the qualifying term the Guides require, immediately preceding it; you will disclose any gemstone treatment that is not permanent, creates special care requirements, or significantly affects value; you will not describe a plated, filled, or vermeil item in terms that imply solid precious metal; and you will describe an item as "handmade" or "hand-wrought" only where it meets the standard in § 23.2.

5.8 You will use "vintage" only for an item made at least 20 years ago, and "antique" only for an item made at least 100 years ago, and you have a reasonable basis for the claim.

5.9 You will not list jewelry designed or intended primarily for children 12 years of age or younger. This applies regardless of the item's age or condition: federal law expressly excludes children's metal jewelry from the exception that otherwise applies to used children's products (15 U.S.C. § 1278a(b)(7)).

5.10 Each item you sell complies with applicable metal-, lead- and cadmium-content law in the jurisdiction of the buyer, including California's Metal-Containing Jewelry Law (Cal. Health & Safety Code §§ 25214.1–25214.4.2), the Illinois Lead Poisoning Prevention Act (410 ILCS 45) and Minnesota's limits on lead and cadmium in jewelry (Minn. Stat. § 325E.3892), none of which contains an exemption for antique, vintage, or secondhand items. California's and Minnesota's apply to adult jewelry, and Illinois's may. Minnesota's limits — 90 parts per million of lead and 75 of cadmium — apply to every component, including solder, plating, glass, crystal and enamel, and many brass, bronze, pewter and nickel silver pieces exceed them. Aloop may decline delivery to Minnesota of a piece whose metal you describe as anything other than solid gold, sterling silver, platinum, solid palladium or vermeil, so describing each metal and its construction accurately is part of this representation. You acknowledge that Aloop never takes possession of your items and does not test them, so Aloop relies on your description of each piece and on this representation. Aloop may remove a listing, or decline delivery to a state, when it has reason to believe a piece does not comply.

Prohibited items

5.11 You will not list any item that the Prohibited and Restricted Items rules in the Seller Standards prohibit, or that Terms section 11 prohibits, and you will list a restricted item only as those rules allow.

Compliance generally

5.12 You comply with all applicable law, including consumer protection, product safety, hallmarking and precious-metals marking, endangered species, cultural property, sanctions, import and export, and tax law.

5.13 If you become a high-volume third party seller under the INFORM Consumers Act, 15 U.S.C. § 45f, you will provide the bank, contact, and tax information we are required to collect and verify, and the seller information we are required to disclose to buyers, within the time we specify. You understand we are required by law to suspend your future sales activity if you do not. If you have no business address other than a residence, you may tell us, and we will disclose only your state and country as that law permits. When we ask, you will certify within 10 days that this information is current, as that law requires, and we may ask you to complete an identity check with our payment processor's identity service. That check does not ask for a selfie unless it cannot confirm who you are, and then only with your consent; you can choose a video call with us instead.

5.14 You will not attempt to complete a transaction off the platform, direct a buyer off the platform to transact, or circumvent our fees.

Safety, recalls and claims

5.15 You will tell us promptly at legal@aloop.jewelry if you learn of a recall, a credible safety defect, a counterfeit allegation, or a claim to title affecting an item you have listed or sold. You will stop selling an affected item, keep the records relating to it (including where you got it and who you sold it to through Aloop), and cooperate with any notice to buyers, recall, refund or other remedy the law requires or a regulator asks for. Aloop may remove the listing, contact the buyers, and refund them as the Buyer Protection & Returns Policy allows.

6. Fees, payouts, pauses, and recovery

Fees

6.1 Aloop charges a service fee of 10% of the item price, calculated on the item price before shipping and tax, and gross of payment-processing costs. We disclose the fee and your net proceeds before you list and again when an item sells.

6.2 We may change fees on a prospective basis with at least 14 days' notice. A change does not affect a sale already confirmed. A fee change under this section takes effect on the date in our notice and is not a material change under 17.1.

6.2A Paid services and promotions. We may offer optional paid services for sellers, such as promoted placement (Terms of Service section 7A). Each is described and priced when you choose it, and you pay only for what you choose, as we tell you then. If Aloop offers a buyer a discount, Aloop pays for it: your fee and net proceeds are calculated on the item price before Aloop's discount. If you offer a discount, the item price is the discounted price.

Payouts

6.3 Your net proceeds are the item price less the service fee. Shipping charged to the buyer is not paid to you; it funds the shipping label.

6.4 Your net proceeds are credited to your Stripe account balance when the buyer's payment is captured. We pay that balance out to your bank account approximately 7 days after delivery — or later where the applicable buyer return or authenticity window is longer. We set up your Stripe account so that only Aloop starts a payout, and you agree not to start a payout, take an instant payout or change your payout schedule by any other means; if a payout reaches your bank other than through us, amounts you owe under 6.5 and 6.6 are recovered as 6.6 describes. Unless a payout is paused under 6.5 or withheld under 6.6, we pay out no later than 30 days after delivery. We time your payout this way for one reason: to secure what you may owe Aloop under 6.5 and 6.6 if a buyer is refunded or a chargeback is received. Your buyer has no right to your Stripe balance: a buyer's refund or chargeback is a claim against Aloop (4.2 and 4.4), which Aloop then recovers from you under 6.6. Aloop holds no money for your buyer, and Aloop does not act for your buyer in timing your payout.

6.5 We may delay or pause a payout where: a return or dispute is open; a chargeback has been received; the carrier reports a delivery failure; you are subject to enforcement under section 8; a stolen-goods matter concerns your listing or account; the bank account your payouts go to has changed (for a short security period); or we reasonably suspect fraud or a breach of this Agreement. We will record a reason. A pause can last until the matter behind it is resolved — an open return, dispute or chargeback until it is closed — and what is still owed to you is then paid out as 6.4 describes. When a card network takes back all or part of a payment in a chargeback, we may recover that amount from your Stripe balance when it is taken, by reversing that part of the credit or by the means in 6.6, and we repay it under 6.7 if we win. Where a chargeback disputes only part of a payment, we pay out the rest of your proceeds no later than 30 days after we charge your buyer, or when the period in 6.4 ends if that is later.

6.5A A short or negative balance, and debits from your bank account. Your Stripe balance can hold the proceeds of more than one sale. When we recover an amount under 6.5 or 6.6 — a refund, a chargeback or a return — by reversing proceeds credited to your balance, the amount comes out of your balance as a whole.

Recovery

6.6 Where Aloop refunds a buyer, loses or accepts a chargeback, or incurs another loss, for which you are responsible under 4.3, you must reimburse Aloop. You are not responsible for, and we do not recover from you, a loss the published policies place on Aloop (for example, a confirmed carrier loss of a parcel shipped under our shipping rules), a refund Aloop chooses to make as a goodwill gesture, or a loss caused by Aloop's own breach, negligence or misconduct. A chargeback is the exception to the causation rule: as 6.5 says, the amount a card network takes back is recovered from your proceeds whatever the buyer's reason, and repaid if Aloop wins it (6.7); only the dispute fee in 6.6A depends on fault. You authorize Aloop to recover the amount by any of: reversing all or part of the proceeds credited to your Stripe balance for that order, whether or not they have been paid out to your bank, even where that takes your balance below zero (6.5A); pausing a payout of your Stripe balance; setting the amount off against your later proceeds until it is cleared; or invoicing you directly. Where Stripe is already recovering an amount from a negative balance under 6.5A, Aloop does not also set off or invoice that amount.

6.6A Dispute fee. Where a chargeback on your sale is decided against Aloop and the buyer's reason is that the item was not as described, or that it never arrived and the carrier has no record of receiving the parcel from you, you will also pay Aloop a dispute fee of the greater of $10 or 3% of the item price, recovered as 6.6 describes. We charge the fee only after we have told you of the chargeback and given you at least 5 days to send us evidence; it applies whether or not we then contest it. The fee is shown on your earnings. It does not apply to a chargeback for any other reason, including a buyer's claim that their card was used without permission.

6.6B Cancellation fee. If you cancel an order before you ship it, you will pay Aloop a cancellation fee, recovered as 6.6 describes. If you cancel before the buyer's payment is taken from their card, which happens when you create the shipping label or, if you have not created one, about six days after the order, the fee is $10. If you cancel after it is taken, you will pay a cancellation fee of the greater of $10 or 3% of the item price. The app states the fee before you confirm the cancellation. It does not apply to an order Aloop or the buyer cancels. The fee is shown on your earnings.

6.6C Claim fee. Where Aloop decides a buyer's claim on your sale in the buyer's favor because the item was the wrong item, was materially different from the listing, had damage the listing did not disclose, or was not yours to sell, or because you did not ship it, did not ship it under the shipping rules in the Seller Standards, or cannot show it was delivered, you will pay Aloop a claim fee of the greater of $10 or 3% of the item price, recovered as 6.6 describes. We charge it only on a decision a person at Aloop makes after you have had the chance to respond. It does not apply where a parcel was lost by the carrier. The fee is shown on your earnings.

6.7 Where Aloop wins a chargeback it had recovered from you, Aloop will stop recovering and will repay what it has already taken.

6.8 We may require you to maintain a reserve — a proportion of your proceeds left in your Stripe balance and not paid out to your bank for longer — where your dispute, return, or chargeback rate is elevated, or where you are subject to enforcement under section 8. When we set a reserve we tell you why, how much of your proceeds it holds and how we calculated it, how you can ask a person to review it, and what will release it (8.2). We review it at least every 90 days. When the matter behind it ends, however it ends, we release what remains in the reserve under 6.4, less only amounts you then owe under 6.6.

6.9 If a recovery cannot be completed and an amount remains owing for more than 90 days, it is a debt due to Aloop.

6.10 Payments made by mistake. If we credit or pay you an amount you are not owed under this Agreement — because of a technical error, a duplicate, a wrong amount, or a credit for an order that was later cancelled or refunded — that amount belongs to Aloop, and we may recover it by any of the means in 6.6. If we pay you less than you are owed, we pay you the difference once we find it or you tell us. We tell you of either correction in the app or by email.

6.11 Telling us about a payout problem. Your earnings and payouts are shown in the app. If you think a payout, credit, fee or recovery is wrong, tell us within 90 days after it appears there. After that, it is treated as correct, and neither of us may reopen it, except where the error comes from fraud or willful misconduct, where it could not reasonably have been found from what the app showed you, or where the law does not allow a contract to shorten the time to raise it. This period asks you to report payout errors promptly; it does not waive any right the law gives you. 6.10 applies to both of us equally: just as we may recover a payment made by mistake that we find later, we pay you an underpayment we find later.

6.12 Changes made from your own account. A payout sent to a bank account added or changed through your Aloop account or your Stripe account, or on instructions given from either, is a payout to you, even if someone else made the change using your email, device or sign-in details. Keeping those secure is your responsibility (Terms of Service section 4). This does not apply where the change resulted from Aloop's own negligence or a failure of Aloop's systems, and it does not limit what the law requires us to do once you tell us your account has been compromised.

6A. Tax and information reporting

6A.1 We report your sales to tax authorities, in your name. Because Aloop takes your buyers’ payments and settles the proceeds to you, United States federal law makes Aloop — not you, and not our payment processor — the entity that reports those payments (Internal Revenue Code section 6050W). Where a reporting threshold is met, we file a Form 1099-K in your name with the Internal Revenue Service and, where a state requires its own filing, with that state. We send you a copy of every form we file for you, by the date the law requires.

6A.2 The thresholds are lower than most sellers expect. The federal threshold is high — it takes both more than $20,000 in payments and more than 200 sales in a year. But several states set their own thresholds far below it, some as low as $600 in a year with no minimum number of sales. Which applies to you depends on where you are. We do not set these thresholds and we cannot waive them.

6A.3 Your tax details go to our payment processor, and you keep them current. You enter your legal name, taxpayer identification number (TIN) and address once, in the Aloop app. The app sends your TIN (and your date of birth, if you sell as an individual) directly to our payment processor; Aloop's servers never receive or store them. The processor checks your TIN with the Internal Revenue Service and tells us only whether it matched. Give the legal name, federal tax classification and taxpayer identification number that the current instructions for IRS Form W-9 call for. In particular, if you sell through a single-member LLC that is disregarded for federal tax purposes, give your own name and your own Social Security number or EIN, not the LLC's EIN; a sole proprietor may give either their Social Security number or their own EIN. We, or our payment processor, may separately ask for information a marketplace law requires us to verify. You must make sure these details are accurate, and you must update them when they change — a new legal name, a new entity, a new address — which you do in your Stripe dashboard, opened from the Payouts screen in the Aloop app. A form filed against out-of-date details is a problem for you at tax time, and the fix is slower than the update.

6A.4 If those details are missing or wrong, federal law requires tax to be withheld. This is called backup withholding, and it is not a penalty we choose to apply: a payer must withhold from payments to a payee whose taxpayer identification number is missing or does not match. If backup withholding applies to you, you authorize us to withhold the amount federal law requires from your payouts and pay it to the Internal Revenue Service. We will tell you before the first payout it affects and what to do about it. Fix the details and we stop withholding as soon as the IRS procedures allow — for some notices from the IRS, that means also completing a step the IRS requires, such as certifying your number again or obtaining an IRS letter, which we will tell you about. We cannot get back what has already gone to the IRS — you claim that on your tax return — which is why 6A.3 matters more than it looks.

6A.5 If we file a form that is wrong, we will correct it. Tell us and we will file a corrected form. This is our obligation whether the mistake was ours or came from details you have since corrected, and we will not charge you for it.

6A.6 We are not your tax adviser. Nothing in this Agreement is tax advice, and we cannot tell you what you owe or how to report it. You remain responsible for your own taxes and your own returns, as section 4.7 says. If your sales are more than occasional, talk to an accountant.

6A.7 This section is about reporting your income. It is separate from sales tax, which section 4.7 covers, and separate from the high-volume seller information the INFORM Consumers Act requires, which section 5.13 covers. The three ask for different things for different reasons.

7. Listing, shipping, and fulfillment

7.1 You will ship a sold item within the shipment deadline shown to you, using the prepaid tracked label Aloop provides, from the ship-from address you have registered with us. You may not use your own label. You will ship the item yourself, from your own possession. You may not have a supplier or another seller ship it to the buyer for you.

7.2 You will package securely and appropriately for the item's value, and you will not mark the parcel in any way that identifies its contents as jewelry.

7.3 For an order at or above the photo threshold in the Seller Standards, you will take and upload photographs of the item and its packaging before shipment. For such an order you will also pack the item in a rigid box (not a padded envelope), with the item in its own pouch or box and cushioned so it cannot move, and the packaging photograph will show the item packed, before the box is sealed.

7.4 Where the Seller Standards require insurance or signature on delivery for an order's value, those will be applied to the label.

7.5 You will retain the shipping or drop-off receipt until the order settles.

7.6 You will handle the physical return of an item in accordance with the Buyer Protection & Returns Policy, at the return address you have registered.

7.7 Late shipment, failure to ship, or shipment outside these requirements may result in cancellation of the order, a refund to the buyer, a paused payout, and enforcement under section 8.

7.8 Prices. Every price you set is a genuine offer to sell at that price. You will not raise a price in order to show a reduction later. Aloop may show a sale badge computed from your own price history on Aloop, and may withhold or remove it, at its discretion.

8. Enforcement

8.1 If we reasonably believe you have breached this Agreement or an incorporated policy, we may take one or more of the following actions, escalating with the severity and recurrence of the breach: pause your payout; set off an amount you owe under section 6 against your later payouts; remove the affected listing or listings; require a higher reserve; require manual verification of your future listings; suspend your account; or terminate your account permanently. We do not reverse a payout as a penalty. Proceeds already credited to your Stripe balance or paid out to your bank are reversed only to recover an amount you owe under 6.6 — for a refund, a chargeback or a loss described in 4.3 — or to correct a payment we made in error.

8.2 We will record a reason for any action under 8.1. When we restrict, suspend or terminate your selling for an alleged breach of this Agreement or of law, we give you, without undue delay, a written explanation that describes what we found, identifies the rule of this Agreement or the incorporated policies it concerns, and explains how to ask a person to review it (8.4). We may withhold particular facts where we reasonably believe that disclosing them would hinder the investigation or prevention of deceptive, fraudulent or illegal activity, or could harm the safety or property of another user or of Aloop, or where the law prohibits disclosure; when we do, we record why, and we still tell you which rule the action concerns where we can.

8.3 Stolen goods. Where we have a credible signal that an item you have listed is stolen, we will freeze your payouts, remove the listing from public view, and preserve the associated records. A freeze is not a finding that you have done anything wrong, and it is reversed if the matter is cleared. Where a matter is substantiated, suspension or permanent termination may follow. Where the law requires it, we may report the matter to law enforcement.

8.4 You may ask us to reconsider any action under this section by replying to the notice we send you.

8.5 Suspension or termination does not relieve you of obligations for orders already placed, or of any amount you owe under section 6.

8.6 If we suspend or terminate your account, you may not create a new account, or use someone else's, to list, sell, or receive payouts on Aloop without our written permission.

9. Disputes between you and Aloop

Please read this section carefully. It affects your legal rights. Unless you opt out under 9.10, most disputes between you and Aloop will be decided by a neutral arbitrator, not a judge or jury, in an individual case, and you and Aloop each give up the right to bring or join a class action.

9.1 Talk to us first. Before starting a formal proceeding, you and Aloop will try to resolve the dispute informally. Write to legal@aloop.jewelry describing the dispute and the outcome you want. The notice must be about your own dispute, one notice per seller, and include the email address on your account; Aloop's notice to you will likewise concern your dispute alone. If it is not resolved within 60 days, either party may proceed. This step does not shorten any deadline for bringing a claim, and any limitation period is paused while it runs.

9.2 Arbitration. Any dispute arising out of or relating to this Agreement that is not resolved under 9.1 will be resolved by binding individual arbitration administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures (or, where a claim exceeds $250,000, the JAMS Comprehensive Arbitration Rules & Procedures) and the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses, each as in effect when the demand is filed, before one arbitrator. Arbitration means a neutral arbitrator, not a judge or jury, decides the dispute. The JAMS Consumer Arbitration Minimum Standards of Procedural Fairness apply to this section, and where they give you more than this section does, they govern. Those Minimum Standards apply to you whether or not JAMS would treat you as a consumer. You may choose to have your case heard by telephone, by video, on documents only, or in person in the county where you live or where your business is located. This binds Aloop on the same terms: Aloop must arbitrate its claims against you in the same way. Who decides what: the arbitrator decides whether a claim must be arbitrated, except that a court decides whether 9.5, 9.6 or 9.9 is enforceable or applies to a claim. The Federal Arbitration Act (9 U.S.C. §§ 1–16) governs the interpretation and enforcement of this section 9. This section 9 and section 19 of the Terms of Service are the only dispute-resolution procedure between you and Aloop: this section governs disputes about selling, including under the incorporated policies, and a dispute that concerns both buying and selling; section 19 of the Terms governs the rest, on the same terms. No incorporated policy, program or beta terms creates a different forum, waiver or opt-out.

9.3 Small claims. Either party may instead bring an individual claim in small claims court if it qualifies.

9.4 Court relief, on equal terms. Either party may ask a court for an injunction to protect intellectual property or confidential information, and for temporary relief to preserve the status quo while an arbitration is pending. These rights are the same for both of us and are limited to those subjects.

9.5 Public injunctive relief is not waived. Nothing in this Agreement waives, or is intended to waive, your right to seek public injunctive relief — an injunction whose primary purpose is to stop unlawful conduct that threatens future harm to the general public. That right is not waived in any forum, and if it cannot be awarded in arbitration, a claim for it may be brought in court. This applies to this Agreement as a whole, not only to this section.

9.6 Class waiver. Claims will be brought only in an individual capacity, not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. Grouping under 9.9 is not a consolidated or representative proceeding; every claim in a group remains an individual claim. This does not apply to a claim for public injunctive relief under 9.5. If this waiver is held unenforceable as to a particular claim, that claim alone is severed and proceeds in court; the rest of this section still applies to the remaining claims.

9.7 Who pays. If you start an arbitration, you pay the filing fee the JAMS Consumer Arbitration Minimum Standards named in 9.2 let JAMS charge a consumer (no more than $250 today), whether you are an Individual Seller or a Business Seller, unless you tell us that paying it would be a hardship, in which case Aloop pays it. Aloop pays all other JAMS fees and all of the arbitrator's fees and costs for any claim you bring as an individual, and all of them for any claim Aloop brings against you. If the arbitrator finds your claim frivolous or brought for an improper purpose, the arbitrator may reallocate fees only as far as those Standards and applicable law allow, and never so that you pay Aloop's own fees or costs. Aloop pays those fees when they fall due. Each party pays any fee JAMS invoices to it within 30 days of the invoice. Each party bears its own legal fees unless a statute or the arbitrator provides otherwise.

9.8 A real hearing. Each of us may take the discovery reasonably needed to present the claim, and the arbitrator decides what that is. If either of us may appeal an award, so may the other, on the same grounds.

9.9 Coordinated filings. If 25 or more similar demands for arbitration are filed against Aloop by claimants represented by the same or coordinated counsel, the JAMS Mass Arbitration Procedures and Guidelines apply, and you and Aloop agree, as those Procedures allow, that 25 is the number that defines a Mass Arbitration under them. The JAMS Process Administrator may group demands that raise common questions into groups of no more than 100, solely so they can be administered efficiently. Each group is heard by one arbitrator, and:

There are no bellwether or test cases. Where this section 9 and any JAMS rule, policy or procedure differ, whichever gives you more protection applies, and nothing in the Mass Arbitration Procedures or in a Process Administrator's decision reduces a protection that this section 9 or those Minimum Standards give you.

9.10 Opting out. You may opt out of 9.2, 9.6 and 9.9 by writing to legal@aloop.jewelry within 30 days of first accepting this Agreement, saying that you opt out and giving your seller name. A later change to this section 9 can be rejected separately, within 30 days after we notify you of it or after you accept it in the app, whichever is later (17.3A). Opting out of this section does not opt you out of section 19 of the Terms of Service, or the reverse; each has its own window. Opting out costs you nothing, changes nothing else, and will not be held against you.

9.11 If part of this section fails. If a provision of this section 9 is found unenforceable and cannot be cured by limiting or removing it, section 9.2 does not apply and the dispute proceeds in court.

9.12 Court proceedings. A dispute that is not arbitrated may be brought in the state or federal courts for the county where you live or your business is located, or in Delaware; Aloop will bring any court claim against you in the county where you live or your business is located. To the extent the law allows, you and Aloop each give up any right to a jury trial in a dispute that proceeds in court, except where the law does not allow that to be agreed in advance, including in a California state court.

10. Limitation of liability

10.1 To the maximum extent permitted by law, Aloop will not be liable to you for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill. The same exclusion applies to your liability to Aloop, except that it does not limit your obligation to reimburse amounts Aloop has paid to a buyer, card network or processor on an order for which 4.3 makes you responsible, or any fine caused by your fraud or your knowing sale of a stolen or counterfeit item.

10.2 Each party's total aggregate liability to the other for any claim relating to this Agreement will not exceed the greater of (a) the price of the order or orders the claim concerns or, for a claim not about an order, the total service fees Aloop received from you in the 12 months before the event giving rise to the claim, or (b) US$100. This cap does not apply to your net proceeds under 4.8 and section 6, including what is in your Stripe balance, which are yours in full. Nor does it apply to amounts you owe under 4.3 and section 6, to either party's fraud or willful misconduct, or to your indemnity under 11.1. Aloop's indemnity under 11.3 is subject to this cap.

10.3 Nothing in this section limits liability that cannot be limited under applicable law.

10.4 We may change, suspend or stop any feature, fee, ranking method or program, or the marketplace itself, as the Terms of Service and section 17 allow. We are not responsible for the effect a change has on your sales, income or plans.

11. Indemnity

11.1 You will indemnify and hold harmless Aloop and its officers, directors, employees, and agents from third-party claims, and the resulting damages, liabilities, and reasonable legal fees, to the extent they arise out of: your items; your listings; your breach of this Agreement; your violation of any law; a third party's claim that an item you sold infringed their rights, was stolen, or was not as described; or a third party's claim that content you uploaded, used as section 12 allows, infringes or violates their rights, including rights of privacy or publicity. This does not cover a loss the published policies place on Aloop, or a claim to the extent it arises from Aloop's own breach, negligence or misconduct.

11.2 No cap. Your obligation under 11.1 is not capped, whether you are an Individual Seller or a Business Seller.

11.3 Aloop indemnifies you against a third-party claim that the Aloop marketplace itself, or material Aloop supplied to you, infringes that party's intellectual-property rights — other than a claim arising from your own content, your own items, or your breach of this Agreement. This indemnity is subject to the cap in 10.2.

11.3A How a claim is handled. For any claim under this section 11, the party seeking indemnity gives prompt notice, cooperates, takes reasonable steps to limit its loss, and does not settle without the other's consent. The indemnifying party may control the defense, with counsel reasonably qualified for it who has no conflict of interest in the claim, and the other may take part with its own lawyer at its own cost. Neither party settles a claim in a way that admits fault for the other, or places any obligation on the other beyond paying money owed under this section, without the other's consent. Where Aloop asks you to cover a claim that also concerns its own conduct, or where Aloop's interests and yours conflict, Aloop may control the defense of its own part.

12. Your content

12.1 You keep ownership of the photographs, video, audio, and text you upload.

12.2 Section 12 of the Terms of Service applies to everything you upload as a seller, including your listings and storefront. It gives Aloop the license and rights it describes — to operate the marketplace, to promote Aloop and its listings on our own channels and in paid advertising on other platforms (where, as section 12.4 of the Terms describes, our ads feature the jewelry), and to develop features and models. The license is perpetual and irrevocable, and section 12.8 of the Terms says what happens when you delete content. By accepting this Agreement you give the written consent in section 12.4 of the Terms to Aloop's use of your name, username, storefront name, and any image, likeness and voice of you in your content, as that section allows, and you make the waiver in section 12.7 of the Terms.

12.3 You warrant that you own or have the rights to the content, including to any tattoo, artwork, design or logo that appears in it; that it, and Aloop's use of it as section 12.2 allows, infringes or violates no third-party right, including copyright and rights of privacy or publicity; and that you have the permission of anyone else who appears or can be heard in it — or, for anyone under 18, of a parent or guardian — for that use. Aloop may ask you for written proof of that permission before it uses your content in advertising outside Aloop, and may decline to use the content without it. Section 12.4 and 12.11 of the Terms say how Aloop treats another person's likeness, voice and protected material, and personal information, in that use.

13. Data and privacy

13.1 We handle personal information as described in the Privacy Policy.

13.2 Where we disclose your seller information to buyers because the INFORM Consumers Act requires it, we do so in accordance with 5.13 and that law, and we use information we collect under that law only for the purposes that law permits.

13.3 We retain records relating to your sales, payouts, disputes, and any enforcement or stolen-goods matter for the periods set out in the Privacy Policy, including after your account is closed, where we are required or permitted to do so.

13.4 Buyers' information. To fulfil an order you see some of the buyer's personal information, such as their name and shipping address. You will use it only to ship, return or resolve that order; you will not contact the buyer with it, add it to any list, share it or sell it; you will keep it secure while you have it and delete or destroy any copy (other than the shipping receipt 7.5 requires you to keep) once the order settles; and you will tell us at once if you believe it has been lost, stolen or seen by someone it should not have been. Your obligations under 11.1 cover a claim arising from your handling of it.

14. Term and termination

14.1 This Agreement starts when you accept it and continues until terminated.

14.2 You may stop selling and close your account at any time. Obligations for open orders, and amounts owing under section 6, survive.

14.3 We may terminate this Agreement, or suspend or close your seller account, under section 8, or at any time for any reason. Section 8.6 applies after a termination under section 8. Ending this Agreement for any reason other than section 8 is not by itself a reason to pause a payout under 6.5, and we will keep your Stripe dashboard available until your last payout. You may end it yourself under 14.2.

14.4 Sections 1.3A, 4.1–4.4, 4.8, 5, 6.3–6.9 (for sales made before termination), 6A.1, 6A.5, 8.6, 9, 10, 11, 12, 13, 14.4A, and 15–18 survive termination. Aloop will pay out the proceeds of sales made before termination on the schedule in 6.4 and 6.5, less amounts you owe under section 6.

14.4A If a payout is not made. If proceeds credited to your Stripe balance have not been paid out to your bank account within 60 days after delivery (or, for an order that is never delivered, after it is cancelled, refunded or returned to you) — 30 days after the latest date 6.4 allows — for any reason other than a pause under 6.5 or an amount withheld under 6.6, Aloop's authority to time the payout of those proceeds ends, and Aloop will itself instruct Stripe to pay them to your bank account by that date. You may also ask Stripe to pay them to you directly, and you authorize Stripe to do so; whether Stripe acts on a request from you alone is governed by Stripe's terms, so Aloop's obligation to give the instruction does not depend on it. A pause under 6.5 does not extend this beyond 180 days after delivery: at that point the same applies to proceeds still paused, unless your payouts are frozen under 8.3 or a court order or other legal process requires us to hold them. This applies whatever the reason for the delay, including Aloop ceasing to operate the marketplace, and whether or not this Agreement has ended. Your debit authorization under 6.5A continues only until nothing is owed on your Stripe account.

15. Independent contractors

15.1 You and Aloop are independent contractors. Except for the limited payment-collection agency in 4.8, this Agreement creates no partnership, joint venture, agency, or employment relationship. Neither may bind the other.

16. Notices

16.1 We give you notice by email to your account address or by in-app notification. You give us notice at legal@aloop.jewelry.

16.2 A notice is effective when sent, unless the sender learns it was not delivered — for example, an email that bounces — in which case the sender tries again by the other means in 16.1. A period that this Agreement or the law measures from a notice runs from when it is effective.

17. Changes to this Agreement

17.1 We may change this Agreement and the policies it incorporates. A change is material if it changes section 4, 6 (other than a fee change under 6.2), 9, 10, 11, 12, 14 or this section 17, or otherwise materially reduces your rights or adds to your obligations, including through a change to an incorporated policy such as the Seller Standards; whether a change is material depends on its effect, not on the document it is in. We will tell you of a material change by email or in the app before it takes effect, and say when it takes effect.

17.2 A material change requires you to accept the new version before you list or relist a piece. Restocking a listing does not require it. Each order is governed, and paid out, under the latest version you had accepted when the order was placed, so until you accept a material change, orders on your existing listings stay under the version you last accepted. A non-material change takes effect on the stated date, and applies together with the version you last accepted; if it reduces your rights or adds to your obligations, we tell you by email or in the app at least 7 days before that date. No change applies to an order placed before it takes effect.

17.3 Each version carries a version identifier. We record which version you accepted and when, keep the exact text of every version, and keep earlier versions available on our website. Once a version has been published we do not change its text under the same identifier; a change is a new version.

17.3A Changes to section 9. We will give you at least 30 days' notice by email and in the app before a change to section 9 takes effect. A change to section 9 does not apply to a claim that arose, or that either of us had written notice of, before it takes effect. You may reject a change to section 9 by writing to legal@aloop.jewelry within 30 days after we notify you, or after you accept the change in the app, whichever is later; if you do, the version of section 9 you last accepted continues to apply to you.

18. General

18.1 Governing law. Delaware law, without regard to conflict-of-laws rules. We choose Delaware because Tarnish Inc. is incorporated there. Nothing in this Agreement deprives you of the protection of mandatory law of your state of residence — including, for California sellers, California consumer-protection law — and nothing in it waives or purports to waive any such protection.

18.2 Venue. Subject to section 9, the courts 9.12 names.

18.3 Severability. If a provision is unenforceable, it is limited or removed to the minimum extent necessary and the rest continues in effect, subject to 9.11.

18.4 Assignment. You may not assign this Agreement. Aloop may assign or transfer it, in whole or in part, including to an affiliate or to a company that acquires or merges with Aloop or acquires its business or assets.

18.5 Entire agreement. This Agreement, the incorporated policies, and the Terms of Service are the entire agreement between you and Aloop about selling on Aloop, and supersede any prior seller terms, including the version identified as 2026-06-draft-1.

18.6 Outside the United States. If we let sellers outside the United States sell on Aloop, an addendum for their country or region will apply to them, and where it differs from this Agreement, it controls for them.

18.7 Time to bring a claim. To the extent the law allows, a claim by you or by Aloop arising out of or relating to this Agreement must be started within one year after it arises, or it is barred. An amount you owe Aloop under section 6 arises when it becomes a debt under 6.9. A claim that could not reasonably have been discovered within that year may be started within one year after it could have been. This does not shorten any period the law does not let a contract shorten.

Tarnish Inc.
legal@aloop.jewelry · aloop.jewelry