StoreMingle Terms of Service

Last Modified: September 16, 2026 Effective: September 15, 2026

These Terms of Service (this "Agreement") are a binding contract between you and Celavii Software Inc, a Delaware corporation doing business as StoreMingle ("StoreMingle," "we," "us," or "our"). This Agreement governs your access to and use of the StoreMingle platform, including storemingle.com, our mobile applications, and all related tools and services (collectively, the "Services").

Agreement Acceptance

THIS AGREEMENT TAKES EFFECT WHEN YOU ACCEPT IT DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY DOING SO YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU ARE ENTERING INTO IT ON BEHALF OF A BUSINESS AND HAVE THE LEGAL AUTHORITY TO BIND THAT BUSINESS; AND (C) AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

The Services are for businesses only. They are not offered to consumers, and they are not intended for personal, family or household purposes. See Section 3.

Disputes are brought individually. Section 19(f) requires any dispute between you and us to be brought on an individual basis, and not as part of a class or representative proceeding.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

"Booth" — a vendor's presence within a Show, including its product listings, live sessions and messaging surfaces.

"Buyer" — a business that uses the Services to discover products, communicate with Vendors, and place wholesale purchase requests.

"Content" — anything you upload, post, transmit or otherwise make available through the Services, including product listings, images, video, short-form video, live streams, messages, comments, reviews and business information.

"Live Session" — any real-time video or audio broadcast through the Services, including booth streams, storefront streams and scheduled show sessions.

"On Air" — the state of having your camera and/or microphone transmitted to other participants in a Live Session.

"Organizer" — a business that creates and hosts Shows, invites Vendors and Buyers, and manages the show experience under its own branding.

"Policies" — the documents listed in Section 21(a), which we publish alongside this Agreement and which form part of it.

"Show" — a virtual trade show hosted by an Organizer, comprising Booths, sessions and associated content.

"Transaction" — any wholesale purchase, order, quote, sample request or supply arrangement between a Buyer and a Vendor, whether initiated through the Services or elsewhere.

"User" — any Buyer, Vendor, Organizer, or individual authorized to act for one of them.

"Vendor" — a business that exhibits and sells wholesale through the Services, whether within a Show or through a standalone storefront. Also referred to in the product as an exhibitor or seller.

2. StoreMingle's Role: We Are Not a Party to Your Transactions

This is the most important section of this Agreement. Read it before any other.

a. What the Services are

StoreMingle is a listing, discovery and communication service. We provide software that lets businesses exhibit products, find counterparties, communicate, broadcast live, and record the terms they have agreed. That is the entirety of what we do.

b. What the Services are not

We are not a party to any Transaction. Every Transaction is formed directly between the Buyer and the Vendor, and constitutes a contract between those two businesses to which StoreMingle is not a party and over which StoreMingle has no control.

We are not an agent, broker, distributor, importer, consignee or reseller of any product offered through the Services. We take no title to, custody of, or possession of any product at any point.

We do not handle the money. We do not accept, hold, transmit or process funds for Transactions, and payment for goods is arranged and settled directly between the Buyer and the Vendor, outside the Services and by means those two businesses choose. What we charge for the Services is dealt with in Section 10, and Section 2(f) governs if either changes.

What we actually do is record the order. The Services let a Buyer assemble an order across a Vendor's catalog, split it across their own store locations, send it to that Vendor, and let both businesses see its state as it changes. That record is a communication and bookkeeping tool for the two businesses, and it is the whole of our involvement.

Everything that turns an order into a completed sale happens off the Services, between the two businesses. Specifically, we do not:

A status shown in the Services is a record of what one business told the other, not our representation that it happened.

Each line of the table above describes the Services as they operate today, not a permanent commitment. Section 2(f) applies if any of it changes.

c. What the transacting businesses are responsible for

As between the Buyer and the Vendor, and in each case without any involvement or liability on our part, those two businesses are solely responsible for:

(i) the existence, quality, safety, legality, authenticity, condition and description of the goods;

(ii) whether a party is able and willing to complete the Transaction;

(iii) price, payment terms, currency, credit, invoicing, collection and non-payment;

(iv) shipping, delivery, incoterms, freight, insurance, customs, duties and import or export compliance;

(v) inspection, acceptance, rejection, returns, refunds, replacements, cancellations and chargebacks;

(vi) product warranties, product liability, labeling, safety standards, certifications, and compliance with the laws of every jurisdiction into which the goods are sold or shipped;

(vii) all applicable taxes, including sales, use, VAT, GST, excise and customs duties, and the collection, remittance and reporting of those taxes; and

(viii) resolving any dispute between them.

d. Disputes between Users

If you have a dispute with another User, you resolve it with that User. We have no obligation to become involved, to mediate, to adjudicate, or to make you whole. We may, at our sole discretion and without assuming any duty, provide information or take enforcement action under Section 9.

Release and covenant not to sue. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE STOREMINGLE, OUR AFFILIATES, AND OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM, AND COVENANT NOT TO SUE ANY OF THEM ON, ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND, KNOWN AND UNKNOWN, ARISING OUT OF OR CONNECTED WITH ANY DISPUTE BETWEEN YOU AND ANOTHER USER. This release does not apply to the extent a court of competent jurisdiction finally determines that the loss was caused by our gross negligence, willful misconduct or fraud.

You waive California Civil Code section 1542, and any similar law of any other jurisdiction. Section 1542 reads: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

e. We do not vet Users or products

We do not manufacture, inspect, test, sample or take possession of any product. We do not guarantee that any User is who they claim to be, that any business is solvent, or that any statement made by a User is true.

Section 6 describes a verification process. Verification is not an endorsement, a guarantee, a credit reference, or a legal determination, and it does not make us responsible for a verified business's conduct.

f. If this section ever changes

Each statement in this section describes the Services as they operate today. Several of them are statements about our current software rather than permanent commitments: what we do with money, what we charge, and what we compute.

We do not process payments today and we take no percentage of any Transaction. If we introduce a payment feature, begin collecting payment for goods, or become responsible for any tax on a Transaction, we will amend this Agreement and give notice under Section 21(d) before the change applies to you. Until then, treat any statement in this Agreement about payments as describing this section: we do not handle the money.

3. Eligibility, Accounts and Business Use

a. Business use only

The Services are offered solely to businesses acting for business purposes. By using the Services you represent and warrant that:

(i) you are a business, or an individual authorized to act on behalf of one;

(ii) you are using the Services for wholesale trade — buying for resale, or buying for your business's own use — and not as a consumer;

(iii) you are at least 18 years old and can form a binding contract; and

(iv) you and your business are not barred from using the Services under the laws of any applicable jurisdiction, and are not on any applicable sanctions or denied-party list.

You represent and warrant that you are not acquiring the Services for personal, family or household purposes, and that you are acquiring them solely for the purposes of your business. We rely on that representation in making the Services available to you. This does not affect any rights of your own customers, or any non-waivable rights you may have.

b. Account information

You must provide accurate, current and complete information when you register and keep it current. We may suspend or terminate an account whose information we reasonably believe to be false, outdated or incomplete, without prior notice and without liability.

c. Account security

You are responsible for all activity under your account, and for the acts and omissions of every individual you authorize to use it. Keep credentials confidential and tell us promptly at security@storemingle.com if you suspect unauthorized use.

d. Accounts created by an Organizer or Vendor

Your account may have been created from a list uploaded by an Organizer or a Vendor rather than by you. If you did not create your own account, you may still claim it, correct it, or delete it — see Section 18 and our Privacy Policy.

An Organizer or Vendor that uploads contact information about another business to the Services represents and warrants that it has the right to provide that information and to have us process it for the purposes described in our Privacy Policy, and will indemnify us under Section 16 for claims arising from a failure of that warranty.

e. Roles

A single business may hold more than one role — for example, exhibiting as a Vendor while also hosting Shows as an Organizer. Each role carries the obligations this Agreement assigns to it.

f. Text messages and calls

Text messaging is off unless you turn it on. We do not send you notification text messages unless you enable them in your notification settings, and they start disabled.

Where you do give us a mobile number, you agree we may text you at it for the purposes below. Message and data rates may apply, message frequency varies, and your carrier is not liable for delayed or undelivered messages.

Marketing texts are not covered by this section, because we do not send them. If we ever do, we will ask for your consent for that purpose separately and first.

To stop messages, reply STOP to any message, or switch text messages off in your notification settings. Reply HELP for assistance, or write to support@storemingle.com. Stopping texts does not close your account or stop email and in-app notifications.

We do not text people on your behalf. When you invite someone, the message is composed in your own messaging app and sent from your own number — we never receive theirs.

If you give us someone else's number — which happens when you use contact matching to find businesses you already know — you confirm you are permitted to give it to us. We use it to look for a match and discard it within the request; we do not store it and we do not message them.

4. Shows, Booths and Organizers

a. Organizers run their own Shows

An Organizer decides which Vendors and Buyers may participate in its Show, sets participation requirements, controls the branding and agenda, and may impose its own rules on participants. Those rules are between the Organizer and the participant. We do not enforce them and are not responsible for them.

b. Organizer branding is not separation

A Show may be presented under an Organizer's name, logo and colors. This is branding, not data separation. Your StoreMingle account is a single account that works across every Organizer and Show on the platform. Participating in one Organizer's Show does not create a separate account, a separate profile, or a separate copy of your information.

c. What Organizers can see and export

An Organizer that has you in its buyer directory can view and export your business contact details to its own systems, and use them under its own privacy policy. Verification you complete for one Organizer may grant you access to access-gated Shows run by other Organizers.

Vendors you interact with receive engagement information about that interaction and can export it.

Three acts, and only these three, open your record to an Organizer. Accepting an invitation to one of their Shows, registering or applying for one, or placing an order with one. By doing any of them you agree that your business contact details, your verification status and your store list become available to that Organizer — for their Shows generally, not only the one that occasioned it — and to the Vendors you transact with there, so that your participation and your orders can be handled. An Organizer adding you to a Show, uploading you in a spreadsheet, or inviting you and hearing nothing back is not one of the three: it is that Organizer acting alone, and it opens nothing. Privacy Policy §6.1 lists field by field what is and is not shared in each case.

You can withdraw this, at any time, by leaving that Organizer's directory — Data and privacy → Who can see your details in the app. From then on the fields above stop being shared with them. Withdrawal is forward-looking only: it cannot recall a spreadsheet already downloaded, and it does not erase the Organizer's own records of orders you placed, which they are entitled and in some cases required to keep.

An Organizer receives counts of your messages, quotes and samples — not the messages themselves. Organizers cannot read the content of your conversations with a Vendor.

d. Custom domains

Organizers currently operate under a StoreMingle-hosted address. No Organizer operates a custom domain today (owner decision D7).

e. Our relationship with Organizers

Each Organizer is an independent business, not our agent, partner, employee or joint venturer. We are not responsible for an Organizer's conduct, its rules, its communications, or its handling of information it obtains through the Services.

f. Prize draws

An Organizer may run a prize draw on their Show to encourage Buyers to visit Booths and talk to Vendors.

The Organizer is the sponsor and the promoter of every draw on their Show, and we are neither. They choose the prizes, they set what qualifies, they publish their own Official Rules, they run the draw and they award the prize. What we provide is the software that counts what a Buyer did in that Show and tells the Organizer who qualified.

There is no entry fee and nothing to buy. We accept no money from anyone for an entry, and a prize whose only route to a ticket is placing an order cannot be published.

We are not responsible for a draw, for a prize, or for an Organizer's conduct of either, including whether a prize is awarded, delivered, substituted, taxed or reported. That is between you and the Organizer, and Sections 2 and 17 apply to it.

Apple and Google are not sponsors of any draw and are not involved in one in any way.

5. Live Video and Audio

This section describes what happens when you appear in a Live Session. It is written to match exactly how the software behaves; our Privacy Policy describes the same facts from a data-protection perspective, and the two must always agree.

a. Going On Air

You go On Air in one of three capacities:

• As a Vendor broadcasting — from your own Booth, from your storefront, or as the host of a scheduled Show session;
• As crew for a Vendor — someone the Vendor has invited to run a camera for a broadcast. Accepting a crew invitation makes you part of that Vendor's team, and when the Vendor puts your camera on the program, everyone watching sees it; or
• As a Buyer — by asking to join a Vendor's Booth and being brought on by that Vendor. A Buyer is never brought On Air without asking first.

Before your microphone or camera is used, we tell you who will hear you, who will see you, and that the session is not recorded, and nothing is sent until you confirm. Confirming is your consent to that transmission, to those people, for that session.

b. Who sees you, and who hears you — these are not the same

This subsection is about a Buyer brought On Air in a Booth. A Vendor broadcasting, and crew running a camera for that Vendor, are on the program: the audience sees and hears them.

When you are a Buyer On Air in a Booth:

• The Vendor hosting that Booth, and members of that business's team, can see and hear you.
• Everyone else watching that Booth can hear you but cannot see you.
• Your name, your company name and your profile image are shown to everyone watching.

Your camera is delivered only to the host business. This is enforced by our servers rather than by the app: the set of streams a viewer is permitted to receive is computed server-side and never includes another participant's video.

c. Storefront and scheduled sessions are one-way

Storefront live streams and scheduled Show sessions are broadcast-only. Viewers are never on camera and never on microphone.

d. We do not record Live Sessions

On any generally available path, we do not record Live Sessions and we do not store them, except on a strictly transient basis where that is a necessary part of transmitting them.

The one exception is switched off across the platform. A Vendor individually enabled for professional broadcast equipment would stream through a mode that does produce a stored recording. No Vendor is enabled for it today, you cannot turn it on yourself, and neither can we without changing our code. The mode is refused above the per-Vendor setting on every route that can start it, so no account setting reaches it.

Two things must ship before it can be enabled for anyone, and the block is written so that it cannot be enabled without them: a retention rule with a job behind it, and an on-screen notice telling participants that the Booth they are in is recording. Until then, no Live Session on this platform is recorded, and if that changes this Section, Privacy Policy §4.1 and Privacy Policy §8 change in the same release.

Three things are retained and are not part of the statement above:

(i) text chat sent during a Live Session, which is stored like any other message;

(ii) a still preview frame captured from a live stream so that others can see the stream is running; and

(iii) a record that you asked to go On Air — the request, and when it was accepted and ended. Not the video or audio, only the fact and its timing.

e. What we cannot control

Other participants may be able to capture what they see or hear using their own device or software. That is outside our control. It is prohibited by Section 8 and we will enforce against it when we learn of it, but this Agreement cannot make it impossible. Do not say or show anything On Air that you would not want captured.

f. Muting

A Vendor hosting a Booth can mute a participant for the room, and can undo that mute. A host cannot override a mute you set yourself. You can stop transmitting at any time by turning off your camera or microphone or by leaving the seat.

g. Your permission

By going On Air in any of the ways described in §5(a), including as crew, you consent to your image, likeness and voice, and your name, company name and profile image, being captured and transmitted as described in this section, to the participants described in this section, for the duration of the Live Session, and to a still preview frame being shown as §5(d)(ii) describes. You may withdraw at any time by turning off your camera or microphone or by leaving.

h. People near you

You are responsible for anyone who can be seen or heard from where you go On Air. Before you go On Air, tell the people near you that they may be seen or heard, and have their permission. We cannot know who is near your camera or microphone, and we have no way to ask them. Anyone who can be heard through your microphone is heard by everyone watching, exactly as you are.

6. Verification

a. What we collect and why

To confirm that a business is a genuine wholesale participant, we may ask for business documentation — for example a business license, EIN or tax registration document, or resale certificate.

b. How it is reviewed

Some verifications are approved automatically, with no person involved. When our automated document analysis extracts business details that match what you submitted and raises no authenticity concern, the system grants verified status by itself. Privacy Policy §5.1 explains this, and sets out your right to ask for a human to look at it.

Everything else is reviewed by Show Organizers. An Organizer who has attached you to one of their Shows can open your verification record — including an Organizer who added you by importing a contact list, and whether or not you asked to join anything. That Organizer sees the extracted business details including your tax identification number, the automated authenticity analysis, the result of our business-registry check including the raw response we received back, and a time-limited link to download the document itself.

Documents are stored in a private, access-restricted location. They are not published, shown to Users generally, or made part of your public profile. Our Privacy Policy §5 and §6.2 state who may access them and how long we keep them.

Not every verification involves documents at all. If you sign up through the marketplace, we may instead verify your business against a third-party business-registry service using the business details you provide — no upload, and no Organizer review. Our Privacy Policy §6.6 names that provider. We do not use this path today. If we start, that page changes first.

We use automated tools throughout, including extracting text from an uploaded document and deciding the straightforward cases outright. Section 12 describes how we use AI providers.

c. What verification is not

Verification is a check on the information available to us at a point in time. It is not a guarantee of a business's identity, solvency, authority, product quality or conduct, and it is not a legal determination of wholesale or tax-exempt status. Other Users must not treat a verified status as a substitute for their own diligence, and we accept no liability for reliance on it.

d. Your warranty

You represent and warrant that every document and statement you provide is genuine, accurate and lawfully yours to provide. Providing a forged, altered or misappropriated document is a material breach and may result in immediate termination under Section 18 and referral to appropriate authorities.

7. Your Content

a. You keep ownership

You own your Content. Nothing in this Agreement transfers ownership of it to us.

b. The license you give us

You grant StoreMingle a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, adapt and distribute your Content, and to display your business name, logo and marks, solely for the purposes of:

(i) operating, providing, securing and improving the Services;

(ii) displaying your Content to the Users you have directed it to — for example showing a product listing to Buyers in a Show, or transmitting a Live Session to its participants;

(iii) generating thumbnails, previews, transcodes and format conversions technically necessary to deliver it; and

(iv) promoting the Show or Booth in which you placed it, within the Services.

This license lasts as long as we host the Content, and no longer. Delete a piece of Content and the license over it ends. Closing your account does not by itself remove everything you posted: Privacy Policy §9 sets out what closure erases and what stays because a counterparty's records depend on it, and the license continues over whatever stays, for the same purposes (i)-(iv) and no others. It also continues (x) where the Content has been shared with another User, who may retain the copy already delivered to them; (y) for backups, which age out on our ordinary cycle; and (z) where we must retain it by law.

c. What this license is not

We do not sell your Content, and we do not license it to third parties for their own purposes. Our AI providers and other service providers handle it on our instructions and for no purpose of their own — see Privacy Policy §6.6 and §7.

d. Marketing outside the Services

Your Content stays inside the Services. We will not use your Content in marketing outside the Services without your prior written consent. That limit is absolute, and it is the point of this section: a right to say who our customers are is not a right to republish your product photography, your catalog or your pricing.

Your name, logo and marks — a customer-identification license. You grant StoreMingle a non-exclusive, royalty-free, worldwide license to use your business name, logo and marks solely to identify you as a customer of the Services — on our website, in our sales materials, and at trade shows where we exhibit.

That license is deliberately narrow:

(i) it covers your name, logo and marks only, and never your Content;

(ii) it identifies you; it does not make you an endorser. That you use StoreMingle is a statement of fact. We will not present you as recommending, endorsing or being satisfied with the Services, and we will not quote you, without your prior written consent for that purpose;

(iii) you can withdraw it at any time, by writing to legal@storemingle.com. We will stop using your name, logo and marks in new materials promptly, and remove them from materials we control — our website, and anything else we can still change — within thirty (30) days. Printed material already distributed is the one thing we cannot recall; and

(iv) it ends when your account ends, on the same terms.

e. Your warranties about Content

You represent and warrant that:

(i) you own or have all rights necessary to your Content and to grant the license in §7(b);

(ii) your Content does not infringe or misappropriate anyone's rights;

(iii) you have the permission of every person who appears in, or contributed to, your Content — including anyone visible or audible in a video or Live Session — and you will provide proof of that permission if we ask for it; and

(iv) your product listings are accurate, and the products are lawful to sell and ship where you offer them.

If you cannot provide proof under (iii) when asked, we may remove the Content.

f. Feedback

If you send us suggestions about the Services, we may use them without restriction or compensation.

g. Product reviews

Reviews are Content, and they are the one kind of Content on the Services that another User decides whether to publish. That deserves saying plainly rather than leaving it to be discovered.

(i) Who may write one. Only a Buyer who ordered the product, on an order line that was delivered, and once per order line. The product and the reviewing business are taken from the order record — never from what the reviewing device sends — so a review cannot be attached to a product the reviewer did not buy. This is what "verified" means on our surfaces, and it is the whole of what it means.

(ii) Publication is the seller's decision. A review is not published when it is submitted. It is held until the Vendor whose product it concerns publishes it. Until then it does not appear on the product page — not to the Buyer who wrote it, and not to anyone else.

The product says so at both moments, and this section is the term behind those words. When you submit one: "Your review goes to the vendor for approval before it appears on the product page." Where reviews are displayed: "From buyers who ordered this product. Sellers choose which of their reviews to publish."

(iii) What a Vendor may not reject a review for. A Vendor may not decline to publish a review because it is unfavourable, because of the rating it carries, in exchange for anything of value, or to favour one of its own customers over another. Declining to publish is for reviews that break our Acceptable Use Policy — a review that is not about the product, is abusive, discloses someone's personal information, or is otherwise unlawful.

(iv) What a Vendor cannot do at all. Delete a review, or change its text or its rating. Those actions do not exist in the product, deliberately — a seller who could rewrite reviews would make every surviving review worthless. A review that is not published is kept, not destroyed, stays in the Vendor's queue, and can be published later; a published review can be withdrawn from publication on the same grounds and by the same route.

(v) What the numbers describe. The star average, the review count and the summary tags on a product are computed from published reviews only. They describe the published set. We do not write reviews, solicit them for a fee, or reorder them by rating — reviews appear newest first, and the average is withheld entirely until enough distinct businesses have reviewed the product for it to mean anything.

8. Acceptable Use

You will not, and will not permit anyone using your account to:

Misrepresentation (a) impersonate any person or business, or misstate your affiliation with one; (b) list products you do not have the right to sell, or misdescribe their origin, condition, quantity or authenticity; (c) provide false verification documents or business information.

Harm to others (d) harass, threaten, defame or discriminate against any User; (e) post unlawful, infringing, deceptive or malicious Content; (f) capture, record, screenshot or re-transmit another participant's Live Session appearance without their permission (see §5(e)); (g) collect another User's personal information for any purpose beyond the Transaction or relationship it was provided for.

Circumvention and abuse of the platform (h) scrape, crawl, or use automated means to extract data from the Services, except as we expressly permit in writing; (i) reverse-engineer, decompile or attempt to derive the source code of the Services; (j) probe, scan or test the vulnerability of the Services, except within the bounds of our Responsible Disclosure Policy, which is the disclosure program this exception refers to and the only one we operate; (k) interfere with the Services' operation, or circumvent any access control, rate limit, verification requirement or enforcement action; (l) create a new account to evade a suspension or ban; (m) resell, sublicense or provide the Services to a third party as a service bureau; (n) use the Services, or anything you obtain through them, to design, build, train, test or improve a product or service that competes with the Services, or to copy or benchmark their features, workflows, design or pricing for anyone who offers or is building one.

Off-platform diversion is permitted. Because we take no commission, arranging and settling a Transaction outside the Services is expected and is not a breach of this Agreement. Using the Services to spam, harvest contacts, or solicit for an unrelated business is.

9. Moderation and Enforcement

a. We may act, and we are not obliged to monitor

We may review, remove, restrict, label or refuse Content, and suspend or terminate accounts, where we reasonably believe this Agreement, our Acceptable Use Policy or our Community Guidelines has been broken, or where required by law.

We have no obligation to monitor Content or User conduct. Choosing to act in one case does not create a duty to act in another.

b. Reporting and blocking

Short-form videos, comments on them, booth and storefront live streams, messages and member profiles can be reported from within the product, and you can block another User.

Reports are reviewed by our staff. Every report reaches a queue a person works through, and we tell you nothing that is not true of the report you filed.

c. Enforcement ladder

Depending on severity and history, we may: remove Content · issue a warning · restrict a feature · suspend an account · terminate an account and its business's access · refuse re-registration · report to law enforcement.

We may act immediately and without prior notice where there is a risk of harm, fraud or legal exposure — and we always remove and report child sexual abuse material.

We may disclose information about you, your business and your account, including to a court, regulator or law enforcement body, to comply with law or lawful requests, to enforce our Terms, and to protect rights and safety, as our Privacy Policy §6.7 describes. To the extent the law allows, you release us from any claim arising out of a disclosure we make in good faith for one of those purposes.

This ladder is the canonical one. The Acceptable Use Policy §8 and the Community Guidelines §7 describe the same ladder in their own registers and must not diverge from it.

d. Appeals

If we act against your account or Content, you may appeal to support@storemingle.com within 30 days of our notice. A person will review it and we will respond within 15 business days.

e. Copyright

Our DMCA policy and designated agent are published separately and are incorporated by reference. Repeat infringers may have their accounts terminated, as that policy describes.

10. Fees

The Services are provided at no charge to Buyers, Vendors and Organizers, except where a separate written agreement says otherwise.

An Organizer may agree with us in writing to pay a fee to host a Show. A Vendor may be charged by an Organizer to participate in that Organizer's Show; where that happens the arrangement is between the Vendor and the Organizer, and we do not collect it. We take no commission, percentage or transaction fee on any payment between you and another user of the Services, and the Services contain no mechanism that is capable of taking one while this Section reads as it does.

If we introduce platform fees, we will tell you under Section 21(d) before they apply, and fees will apply only from the start of a subsequent period. You may stop using the Services rather than pay.

11. Intellectual Property

Ours. The Services, our software, our trademarks and everything we provide (other than your Content) belong to us and our licensors. You get a limited, revocable, non-exclusive, non-transferable right to use the Services under this Agreement, and nothing more.

Yours. Your trademarks and Content remain yours. You grant us only the limited licenses in §7(b) — your Content, and your name, logo and marks, within the Services in connection with your Booth, Show or storefront, a right that ends when you leave — and §7(d), to identify you as a customer outside the Services, which you may withdraw at any time. Nothing beyond those two.

Aggregated data. We may create and use aggregated, de-identified statistics about use of the Services. We will not attempt to re-identify you from them, and we will not present them in a way that identifies you or your business.

12. AI Features

a. What they do

Parts of the Services use artificial intelligence. Some of it works on content you have already given us — drafting a product description or a business bio, summarizing a Show's results, categorizing products, reviewing verification documents.

Two features work on what you type, as you type it, and are worth naming separately because the text goes to a third-party provider:

• the assistant in a Vendor's Booth — your side of that conversation is sent to our AI provider to answer you; and
• search — when you search in your own words, your query is sent to our AI provider so we can work out what you meant.

And one feature works on a finished Live Session. When the Vendor who hosted a broadcast asks for a summary of it, the booth chat from that broadcast is sent to our AI provider to produce it, together with the deals and orders from the same session. It runs only when that Vendor asks, only over that one session, and the summary is visible only to that Vendor's team.

b. Providers are processors

We use third-party AI providers to run these features. They process the data we send them on our instructions. Our current providers are listed in our Privacy Policy.

We do not permit our AI providers to use your data to train their models.

c. Output is a draft, not advice

AI output can be wrong, incomplete or misleading. You are responsible for reviewing anything AI generates before you rely on it or publish it, and for the consequences of publishing it. AI output is not legal, tax, financial or professional advice.

d. What we do not send

We do not send live video or live audio to any AI model provider — not to transcribe it, not to caption it, not to analyze it. No such capability exists anywhere in the Services.

The messages you exchange with other Users are not sent — but that one is a setting rather than an absolute: a moderation capability that would scan message text exists in the code and is switched off. If we ever switch it on, this section and our Privacy Policy change first.

Booth chat is not in this list. It is sent, in the one case §12(a) describes — a Vendor asking for a summary of their own finished broadcast.

13. Privacy

Our Privacy Policy explains what we collect and why, and is incorporated into this Agreement.

Where you obtain another business's information through the Services — for example a Buyer's contact details from your directory as an Organizer, or a Buyer's delivery details as a Vendor — you act as an independent controller of that information. You must handle it lawfully, use it only for the relationship it was provided for, and honor the rights of the individuals concerned.

If you are an Organizer or a Vendor, our Data Processing Addendum applies to you. It is one of the Policies incorporated by §21(a), it takes effect without a signature, and it sets out which of us is responsible for what in each direction data moves. It is where the obligations attached to the paragraph above are actually written, and you are entitled to read it: write to legal@storemingle.com and we will send you the current version.

14. Third-Party Services

The Services rely on third-party providers listed in our Privacy Policy, and may link to or interoperate with third-party sites and tools. We are not responsible for third-party services, and your use of them is governed by their own terms.

Integrations with your own systems. We may in future offer connectors that let you move your own data between the Services and accounting or resource-planning software you already use — QuickBooks, SAP, Odoo and the like. No such connector exists today. If we offer one:

• you choose to connect it, it is never on by default, and you can disconnect it;
• it moves your data on your instruction, to a system you control and under your agreement with that provider — not ours;
• the provider on the other side is not our sub-processor, and what it does with what you send it is between you and them; and
• we will say what a connector sends and receives before you can turn it on.

15. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT LIVE SESSIONS WILL CONNECT OR REMAIN CONNECTED, THAT CONTENT WILL BE PRESERVED WITHOUT LOSS, OR THAT ANY DEFECT WILL BE CORRECTED.

WE MAKE NO WARRANTY WHATSOEVER ABOUT ANY USER, ANY PRODUCT OFFERED THROUGH THE SERVICES, OR ANY TRANSACTION. SEE SECTION 2.

We do not offer a service-level agreement and make no uptime commitment.

16. Indemnification

You will indemnify, defend and hold harmless StoreMingle, our affiliates and our officers, directors, employees and agents from any third-party claim, and all resulting losses, damages, liabilities, costs and reasonable attorneys' fees, arising out of or connected with:

(a) your breach of this Agreement or of any policy incorporated into it; (b) your Content, including any claim that it infringes or that a person appearing in it did not consent; (c) any Transaction you enter into, and any product you buy, sell, ship or receive; (d) your violation of any law, or of the rights of any third party; (e) contact or business information you uploaded about another business (§3(d)); (f) your use of information about another User obtained through the Services; and (g) anything seen or heard from your camera or microphone while you are On Air, including a claim by a person near you who did not agree to be seen or heard (§5(h)).

THIS INDEMNITY APPLIES EVEN WHERE THE CLAIM ALLEGES THAT STOREMINGLE WAS NEGLIGENT, WHETHER IN PART OR ENTIRELY. It does not apply to the extent a court finally decides the loss was caused by our gross negligence, willful misconduct or fraud. If this paragraph cannot be enforced as to a particular claim, the rest of this Section still applies to that claim.

We will notify you of the claim, let you control the defense (provided you may not settle in a way that imposes an obligation on us without our consent), and cooperate reasonably at your expense.

17. Limitation of Liability

a. Exclusion of indirect damages

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOST OR CORRUPTED DATA; OR FOR THE COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE WERE ADVISED THE LOSS WAS POSSIBLE.

THIS SECTION 17 APPLIES WHETHER A CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE. IT DOES NOT LIMIT LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

b. Monetary cap

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNTS YOU PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (II) FIVE HUNDRED U.S. DOLLARS (US $500). THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT ENLARGE THIS LIMIT.

c. Transactions are outside the cap because they are outside the Agreement

FOR THE AVOIDANCE OF DOUBT: WE HAVE NO LIABILITY OF ANY KIND FOR ANY TRANSACTION, ANY PRODUCT, OR ANY ACT OR OMISSION OF ANOTHER USER. THAT IS NOT A LIMIT ON OUR LIABILITY; IT IS THE ABSENCE OF ANY, BECAUSE WE ARE NOT A PARTY (SECTION 2). A DEFECT IN THE SERVICES THEMSELVES IS GOVERNED BY SECTION 17(b).

d. Allocation of risk

Each disclaimer and limitation in this Agreement allocates risk between the parties, is an essential basis of the bargain, is severable from the others, and applies even if a limited remedy fails of its essential purpose. You acknowledge that we would not provide the Services at no charge without these limitations, and that they reflect the allocation of risk on which the Services are offered.

e. Jurisdictional variations

Some jurisdictions do not allow certain exclusions or limitations. In those jurisdictions our liability is limited to the greatest extent permitted by law.

18. Term and Termination

a. Term

This Agreement applies from the Effective Date until your account is closed or terminated.

b. You may leave at any time

You may stop using the Services at any time.

You may delete your account at any time from within the app or at storemingle.com/account-deletion, without contacting support.

c. We may terminate

We may suspend or terminate your access, with notice where practicable and immediately where not, if you materially breach this Agreement, if we are required to by law, or if continuing to provide the Services to you would expose us or other Users to harm or legal risk.

d. What happens on termination

Your access ends. Your Content is deleted or anonymized as described in our Privacy Policy. Every role can start that process themselves, in the app or on the web — see §18(b). Records of Transactions and communications with other Users may be retained by those Users, and we may retain a limited record where we must for legal or accounting reasons. Export anything you want to keep before you delete.

e. Survival

Sections 2 (Role), 7(e) (Content warranties), 11 (IP), 15 (Disclaimers), 16 (Indemnification), 17 (Liability), 18(d)–(e), 19 (Governing Law and Disputes, including §19(f)) and 21(m) (Our confidential information) survive termination, along with any other provision that by its nature should.

19. Governing Law and Disputes

a. Georgia law

This Agreement, and any dispute arising out of or relating to it or the Services, is governed by the laws of the State of Georgia, USA, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

b. Georgia courts

The state courts of Gwinnett County, Georgia and the United States District Court for the Northern District of Georgia, Atlanta Division have exclusive jurisdiction. You and we consent to the personal jurisdiction of those courts and waive any objection based on venue or forum non conveniens.

c. No arbitration

This Agreement contains no arbitration clause. Disputes are resolved in the courts named in §19(b).

d. Informal resolution first

Before filing, send a written description of the dispute to legal@storemingle.com and give us thirty (30) days to resolve it. We will do the same for you.

e. Time limit

Any claim arising out of or relating to this Agreement or the Services must be brought within one (1) year after it arises, to the extent permitted by law. This applies to claims in contract, in tort, and under any statute. The one year does not run while a dispute is in the informal-resolution step described in §19(d), so that step can never be used to shorten your time to file.

f. Disputes are resolved on an individual basis

(i) TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WE MAY EACH BRING A CLAIM AGAINST THE OTHER ONLY IN OUR OWN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER OR REPRESENTATIVE IN ANY PUTATIVE CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE COURTS NAMED IN §19(b) MAY NOT CONSOLIDATE ONE PERSON'S CLAIMS WITH ANOTHER'S OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING BETWEEN YOU AND US.

(ii) This §19(f) does not apply to any claim arising under a statute that expressly provides for class or representative relief, to the extent the law does not permit that relief to be waived by contract.

(iii) This waiver is mutual, and each party accepts it as a business (see §3(a)) able to evaluate what it gives up.

(iv) This §19(f) is an independent covenant and a distinct part of this Agreement. It is severable from every other provision, including §19(e), Section 17 and Section 21(i), and they from it. If it is found unenforceable as to a particular claim, it does not apply to that claim, continues to apply to every other claim to the fullest extent permitted, and neither its invalidity nor the invalidity of any other provision affects the remainder of this Agreement.

(v) Nothing in this Agreement waives either party's right to trial by jury.

(vi) If a court decides that, because of the amount at stake in a particular claim and the availability of attorneys' fees, applying this §19(f) to that claim would effectively prevent you from pursuing it, then this §19(f) does not apply to that claim. It continues to apply to every other claim, and you and we ask the court to apply it to the fullest extent it can rather than set it aside as a whole.

20. Apple and Google

This section applies when you use our mobile application.

(a) Scope of licence. We grant you a non-transferable licence to use the application on any Apple-branded product that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms of Service — except that it may be accessed by other accounts you have associated with Family Sharing or volume purchasing. On Android, the equivalent licence is to use the application on devices you own or control, subject to the Google Play Terms of Service.

(b) This Agreement is between you and StoreMingle only, not with Apple Inc. or Google LLC.

(c) We, not Apple or Google, are solely responsible for the application and its content.

(d) We are solely responsible for providing any maintenance and support services for the application, as required by law or as we choose to offer. Apple and Google have no obligation whatsoever to provide any maintenance or support for it.

(e) If the application fails to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price (which is zero); to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the application.

(f) Apple and Google are not responsible for addressing any claim by you or a third party relating to the application, including product liability, legal or regulatory non-compliance, or consumer protection claims.

(g) Apple and Google are not responsible for investigating, defending, settling or discharging any third-party claim that the application infringes intellectual property rights.

(h) You represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and are not on any U.S. Government prohibited-party list.

(i) Apple and its subsidiaries are third-party beneficiaries of this Agreement and may enforce it against you.

(j) You must comply with any applicable third-party terms of service when using the application.

21. General

(a) Entire agreement, and the Policies that form part of it. The following documents are incorporated into this Agreement by reference and form part of it (together, the "Policies"):

We may update a Policy as §21(d) provides.

Where a Policy conflicts with the body of this Agreement, this Agreement controls — except that the Data Processing Addendum controls on the processing of personal data, as that Addendum §15(a) provides.

This Agreement, with the Policies, is the entire agreement between you and us about the Services, and supersedes any prior understanding. Where you and we have signed a separate written agreement, that agreement controls to the extent of any conflict.

(b) Notices. We may notify you by email to your account address, or in the app. Notices to us go to legal@storemingle.com and to the address in Section 22.

(c) Changes to the Services. We may add, change or discontinue features. We will not remove a feature you materially depend on without reasonable notice where practicable.

(d) Changes to this Agreement. We may change this Agreement by posting the updated version with a new date at the top. If a change materially affects your rights or obligations, we will tell you by email or in the Services before it applies to you, and we may ask you to accept the updated Agreement before you continue using the Services. A change made to meet a legal requirement, or one that only adds a new feature or service, applies when we post it. If you continue to use the Services after a change applies to you, you accept it. If you do not accept a change, stop using the Services and delete your account.

(e) Assignment. You may not assign this Agreement without our written consent. We may assign it to an affiliate, or in connection with a merger, acquisition or sale of assets — including to a StoreMingle subsidiary or affiliate of Celavii Software Inc formed after the Effective Date.

(f) Independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship between you and us, or between you and any other User.

(g) No third-party beneficiaries, except Apple as stated in §20(i).

(h) Force majeure. Neither party is liable for a failure caused by something outside its reasonable control.

(i) Waiver and severability. A failure to enforce is not a waiver. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest stands.

(j) Export. You will comply with applicable export control and sanctions laws.

(k) Equitable relief. Either party may seek injunctive relief for a breach that would cause irreparable harm, without posting bond.

(l) Interpretation. "Including" means "including without limitation." Headings are for convenience only.

(m) Our confidential information. Information we make available to you that is not public is our confidential information. It includes any hosting quote we send you or your business, with its price, add-ons, vendor cap, streaming and floor-open days, deposit and payment terms, and any other pricing we offer you; product plans and features we have not released; and security information about the Services. It makes no difference whether we gave it to you before or after you agreed to this Agreement. You will use it only to use the Services or to decide whether to accept our offer, will not disclose it to anyone except your own employees and professional advisers who need it for that purpose and are bound to keep it confidential, and will protect it with at least reasonable care. You are responsible for any disclosure by those people. These obligations do not apply to information that is or becomes public other than through a breach by you or them, that you lawfully held without restriction before we gave it to you, or that you developed independently without using it. If the law or a court requires you to disclose it, you may do so to the extent required, after telling us first where the law allows. Nothing in this paragraph stops you from reporting a possible violation of law to a government agency. These obligations last for as long as the information remains confidential.

22. Contact

Celavii Software Inc (d/b/a StoreMingle) 800 Progress Center Ct, Suite 500 Lawrenceville, GA 30043 United States

This is the registered address on the entity's IRS record, and the address designated for the app-store listings.