{ "slug": "seller-terms", "url": "https://www.cheeky-fit.com/seller-terms", "path": "/seller-terms", "json": "https://www.cheeky-fit.com/seller-terms.json", "title": "Seller Agreement | Cheeky", "headline": "Seller Agreement", "description": "The Cheeky Seller Agreement for invited sellers: eligibility, listings, authenticity, shipping, returns, fees and payouts, taxes, buyer data, and disputes.", "language": "en-US", "dateModified": "2026-10-29", "image": "https://www.cheeky-fit.com/images/marketing/social-share.png", "publisher": { "@type": "Organization", "name": "Cheeky-Fit Inc.", "legalName": "Cheeky-Fit Inc.", "brand": "Cheeky", "description": "Cheeky is an AI-native closet app with a global fashion marketplace.", "url": "https://www.cheeky-fit.com/", "foundingDate": "2024", "location": "Manassas, Virginia, United States", "email": "jpande-cfo@cheeky-fit.com", "sameAs": [ "https://www.instagram.com/_cheeky_fashion_app/", "https://x.com/cheekyfit_", "https://www.youtube.com/@CheekyFitInc", "https://www.linkedin.com/company/cheeky-fit/", "https://www.pinterest.com/cheekyfit/", "https://mastodon.social/@cheekyfit", "https://open.spotify.com/show/4kIbMKoypVmPAHKrxvvvPb", "https://www.crunchbase.com/organization/cheekyfit", "https://medium.com/@CheekyFit" ] }, "app": { "name": "Cheeky", "tagline": "Cheeky is an AI-native closet app with a global fashion marketplace.", "categories": [ "lifestyle", "shopping", "social" ], "platforms": [ "iOS", "Android", "Web" ], "ios": { "url": "https://apps.apple.com/us/app/cheeky-fit-fashion/id6791432717", "appId": "6791432717", "bundleName": "Cheeky-Fit Fashion" }, "android": { "url": "https://play.google.com/store/apps/details?id=com.cheekyfit.app", "packageName": "com.cheekyfit.app" }, "price": "Free to download", "sellerCommission": "0%", "marketplaceReach": "22+ countries, duty-paid (DDP) shipping", "shop": "https://www.cheeky-fit.com/shop", "features": [ "Closet: digitize your wardrobe from photos into a searchable digital closet", "Styling: daily weather-aware outfit suggestions and a style chat", "Find my color and Find my fit", "AI sizing: a size recommendation from one photo in US, UK, EU, and IN sizes", "Virtual try-on (beta)", "Social: real-outfit discovery through a fashion feed", "Marketplace: brands sell direct at 0% seller commission, duty-paid shipping to 22+ countries, 14-day returns, payments by Stripe" ] }, "sections": [ { "heading": "Seller Agreement", "level": 1, "text": "This Seller Agreement is the contract between Cheeky-Fit Inc. and each invited seller that governs the listing and sale of items on the Cheeky marketplace and the use of the seller portal, and it binds each seller from the time the seller accepts it. Last updated: October 29, 2026 Effective: October 29, 2026 IMPORTANT NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY. SECTION 22 CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND A WAIVER OF CLASS, COLLECTIVE AND REPRESENTATIVE ACTIONS AND OF TRIAL BY JURY. UNLESS SELLER OPTS OUT WITHIN THIRTY (30) DAYS AS DESCRIBED IN SECTION 22.8 , DISPUTES BETWEEN SELLER AND CHEEKY WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND SELLER WILL NOT BE ABLE TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION OR TO HAVE A DISPUTE DECIDED BY A JUDGE OR JURY. THIS AFFECTS SELLER’S LEGAL RIGHTS." }, { "heading": "1. Agreement and Acceptance", "level": 2, "text": "1.1 Parties. This Seller Agreement is a legally binding contract between Cheeky-Fit Inc., a Delaware corporation (“ Cheeky ”), and the individual or entity that holds a seller account on the Marketplace (“ Seller ”). Cheeky and Seller are each a “ party ” and together the “ parties .” 1.2 Scope. This Agreement governs Seller’s listing and sale of Items on the Marketplace and Seller’s use of the Portal and the other Services. It applies to every seller on the Marketplace, whether Seller is an independent seller, a sole proprietor, a registered business or a brand partner. 1.3 Acceptance. Seller accepts this Agreement upon the earlier of: Seller’s completion of seller onboarding; and the publication of Seller’s first Listing. If Seller does not agree to this Agreement, Seller shall not complete onboarding or publish any Listing. 1.4 Authority. An individual who accepts this Agreement on behalf of a business represents and warrants that the individual has authority to bind that business to this Agreement, and references to Seller are then references to that business. 1.5 Documents incorporated by reference. The following documents are incorporated by reference in, and form part of, this Agreement: the Cheeky Terms of Service (the “ Terms of Service ”), which govern the use of the Services generally; the Cheeky Privacy Policy (the “ Privacy Policy ”), which describes how Cheeky handles personal information; the Cheeky Returns and Refunds Policy (the “ Returns and Refunds Policy ”); and the Fee Schedule, as provided in Section 10.1 . 1.6 Order of precedence. In the event of any conflict or inconsistency, the following order of precedence applies: the Fee Schedule, solely as to the amount or timing of any fee; this Agreement, excluding the documents incorporated by reference; the Terms of Service; and the other documents incorporated by reference. 1.7 Sellers who began selling before publication. If Seller began listing or selling Items on the Marketplace before October 29, 2026, this Agreement takes effect for Seller fifteen (15) days after Cheeky notifies Seller of it by email or through the Portal, and Seller’s continued listing or selling of Items after that date constitutes acceptance of this Agreement. Any claim that arose, or of which either party had notice, before that date remains governed by the dispute-resolution terms, if any, that applied to Seller before that date or, where none applied, shall be resolved in the courts identified in Section 23.2 , unless both parties agree otherwise in writing. 1.8 Amendments. Cheeky may amend this Agreement, including the Fee Schedule. Cheeky shall give Seller at least fifteen (15) days’ notice of any amendment by email to Seller’s account email address or by notice in the Portal, and the amendment takes effect on the date stated in the notice. An amendment that is required by Applicable Law, or that addresses fraud, safety or security risks, may take effect immediately or on such shorter notice as the notice states. Seller’s continued listing or selling of Items after an amendment takes effect constitutes acceptance of the amendment. If Seller does not agree to an amendment, Seller shall cease listing and selling Items and request the closure of its store under Section 16.2 . No amendment to Section 22 applies to a Dispute that arose, or of which either party had notice, before the amendment takes effect." }, { "heading": "2. Definitions and Interpretation", "level": 2, "text": "2.1 Definitions. In this Agreement, the following terms have the following meanings, and other capitalised terms have the meanings given to them where they are defined: “ Agreement ” means this Seller Agreement, together with the documents incorporated by reference in Section 1.5 , as amended from time to time in accordance with Section 1.8 ; “ Applicable Law ” means all laws, regulations, rules, orders and binding governmental requirements that apply to a party, an Item, a Listing or an Order, including those of the United States and India; “ Business Day ” means any day other than a Saturday or a Sunday; “ Buyer ” means a person who browses, orders or purchases items on the Marketplace; “ Buyer Data ” means personal information relating to a Buyer that Cheeky makes available to Seller, or that Seller otherwise obtains, in connection with an Order, including the information described in Section 12.1 ; “ Confidential Information ” has the meaning given in Section 21.1 ; “ Dispute ” has the meaning given in Section 22.1 ; “ Fee Schedule ” means the schedule of seller fees that Cheeky publishes at www.cheeky-fit.com/seller-fees , as amended from time to time in accordance with Section 1.8 ; “ Fulfilment Partner ” means a third party, other than a shipping carrier, that stores, packs or ships items to Buyers on behalf of a seller or Cheeky; “ Item ” means a product that Seller lists or offers for sale on the Marketplace; “ Listing ” means an offer of an Item for sale on the Marketplace, including its title, description, photographs, price, size, condition and other information; “ Marketplace ” means the online marketplace operated by Cheeky through which Buyers browse and purchase items offered by independent sellers, made available through the Cheeky mobile application and the web shop at www.cheeky-fit.com/shop; “ Order ” means a Buyer’s order for one or more Items placed through the Marketplace; “ Payment Processor ” means the third-party payment service provider that Cheeky uses to process Buyer payments, verify the identity of sellers and make Payouts; “ Payout ” means a payment of sale proceeds by Cheeky to Seller under Section 10 ; “ Portal ” means the invite-only seller portal through which Seller manages its Store Page, Listings, Orders, shipping labels and Payouts; “ Prohibited Item ” means any item described in Section 6.1 ; “ Seller Content ” means the photographs, descriptions, logos, store branding and other content that Seller provides to Cheeky or publishes on the Marketplace; “ Services ” means the Marketplace, the Portal and the other services that Cheeky makes available to Seller under this Agreement; “ Store Page ” means Seller’s public store page on the Marketplace, as described in Section 15.1 ; and “ Taxes ” means all taxes, duties, levies, tariffs and similar governmental charges, including sales, use, goods and services, income and withholding taxes, together with any related interest and penalties. 2.2 Interpretation. In this Agreement, unless the context requires otherwise: “including” and similar expressions mean “including without limitation”; headings are for convenience only and do not affect interpretation; references to Sections are to the sections and clauses of this Agreement; words in the singular include the plural, and the reverse; “days” means calendar days, unless Business Days are specified; “written” and “in writing” include email and notices given through the Portal; “person” includes an individual, a company, a partnership and any other entity; and a reference to a law includes that law as amended, consolidated or replaced." }, { "heading": "3. Eligibility, Onboarding and Verification", "level": 2, "text": "3.1 Invitation only. Selling on the Marketplace is by invitation only. An invitation is personal to the person or business invited and shall not be transferred. 3.2 Eligibility. To sell on the Marketplace, Seller must: be at least eighteen (18) years of age or, if Seller is a business, act only through individuals who are at least eighteen (18) years of age; and be an individual, a sole proprietor, a registered business or a brand partner based in the United States or India. 3.3 Onboarding information. Seller shall provide complete and accurate information during onboarding, including its legal name, contact details, address, entity type, country and tax details, and shall keep that information complete, accurate and up to date. 3.4 Identity verification. The Payment Processor verifies Seller’s identity and collects Seller’s bank details and identity documents on its own pages and under its own terms. Seller shall complete that verification before Seller may receive any Payout. The one-time account setup and identity-verification fee is set out in Section 10.2 . 3.5 Account security. Seller is responsible for all activity under its seller account. Seller shall keep its sign-in credentials confidential and shall notify Cheeky promptly at sellers@cheeky-fit.com if Seller believes that another person has accessed its account without authorisation. 3.6 Cheeky’s discretion. Cheeky may decline to send, accept or renew an invitation, and may withdraw an invitation, in its discretion and to the extent permitted by Applicable Law." }, { "heading": "4. Relationship of the Parties and Appointment of Cheeky as Limited Payment Collection Agent", "level": 2, "text": "4.1 Independent seller. Seller operates its own independent business and determines which Items to offer and at what price. Cheeky operates the Marketplace on which Seller lists and sells Items. 4.2 Contract of sale. When a Buyer places an Order for an Item, the contract of sale for that Item is between Seller and the Buyer. Cheeky is not the seller of Seller’s Items, except for Cheeky’s own obligations as operator of the Marketplace under this Agreement, the Terms of Service and Applicable Law. 4.3 Appointment as limited payment collection agent. Seller hereby appoints Cheeky as Seller’s limited agent for the sole purpose of collecting payment from Buyers on Seller’s behalf, and Cheeky accepts that appointment. Checkout on the Marketplace identifies “Cheeky” as the merchant. 4.4 Effect of payment to Cheeky. Once a Buyer pays Cheeky for an Order, the Buyer’s obligation to pay Seller for that Order is satisfied, whether or not Cheeky has made the corresponding Payout. Seller’s right to payment for the Order lies against Cheeky, in accordance with Section 10 , and not against the Buyer. 4.5 No other relationship. Nothing in this Agreement creates a partnership, joint venture, employment, franchise or fiduciary relationship between the parties. Neither party may bind the other, except as provided in Section 4.3 ." }, { "heading": "5. Listings", "level": 2, "text": "5.1 Accuracy. Each Listing shall describe the Item accurately and completely, including its brand, materials, condition (new, new with tags, or pre-owned, together with any wear, flaws or alterations), sizing and measurements. 5.2 Photographs. Photographs in a Listing shall show the actual Item offered for sale or, for new stock, a faithful image of the same product. Seller shall own, or have permission to use, every photograph that it uploads. 5.3 Prices. Seller sets the prices of its Items. Each listed price shall be a price at which Seller is willing to sell the Item. Seller shall not raise a price for the purpose of displaying a misleading discount. 5.4 Availability. Seller shall list only Items that it has in hand or can ship within the dispatch period in Section 8.2 , and shall remove or update a Listing promptly when the Item sells elsewhere or otherwise ceases to be available. 5.5 No pre-screening; removal. Listings currently publish without pre-screening by Cheeky, and Seller is responsible for every Listing that it publishes. Cheeky may at any time review, edit for format, hide or remove any Listing if Cheeky believes that the Listing breaches this Agreement, Applicable Law or Cheeky’s policies, or creates risk for Buyers or Cheeky. 5.6 AI image processing. Cheeky may process Seller’s photographs using a cloud AI provider, for example to remove backgrounds or to create studio-style images of an Item. Cheeky retains both the original photographs and the processed images, and retains product photographs after a Listing ends. Seller shall review processed images and shall notify Cheeky if a processed image does not accurately represent the Item. 5.7 Presentation. Cheeky determines how Listings are displayed, searched and ranked on the Marketplace." }, { "heading": "6. Prohibited Items and Conduct", "level": 2, "text": "6.1 Prohibited Items. Seller shall not list or sell: counterfeit or replica goods, or items that use a brand’s name, logo or design without authorisation; stolen goods, or goods that Seller does not have the right to sell; recalled, unsafe or hazardous items, or items that do not meet applicable product-safety or labelling laws; items whose sale breaches wildlife, endangered-species or similar laws, such as ivory or certain exotic skins, furs or feathers; weapons, drugs, drug paraphernalia, or adult or sexually explicit content; used undergarments, or used swimwear without a hygiene liner; items or listing content that infringe any person’s copyright, trademark, design, publicity or other rights; or any item whose sale is unlawful where Seller or the Buyer is located. 6.2 Prohibited conduct. Seller shall not: make false or misleading claims about an Item, its origin, condition or authenticity, or any endorsement; ask or encourage a Buyer to complete a purchase of, or to pay for, an Item found on the Marketplace outside the Marketplace, or otherwise act to avoid Cheeky’s fees; write, buy or arrange fake reviews, or review Seller’s own Items; manipulate search, ranking, prices, reviews or Orders, including through fake accounts or fake Orders; use Buyer Data other than as Section 12 permits; or interfere with the Portal or the other Services, or access them by automated means without Cheeky’s written permission. 6.3 Consequences of breach. If Seller breaches this Section 6, Cheeky may remove Listings, cancel Orders, refund Buyers, hold Payouts under Section 10.7 , and suspend or close Seller’s store under Section 16 . Where Applicable Law requires, Cheeky may report the conduct to the competent authorities." }, { "heading": "7. Authenticity", "level": 2, "text": "7.1 Authenticity warranty. Seller represents and warrants, for every Item that it lists, that the Item is authentic, that the Item is exactly as described in the Listing, and that Seller has the legal right to sell it. 7.2 Proof of authenticity. Seller shall keep proof of the authenticity and provenance of each Item, such as invoices, receipts, authenticity cards or supplier records, for as long as the Item is listed and for at least the period during which a return, refund or chargeback may be raised. Seller shall provide that proof to Cheeky within five (5) Business Days after Cheeky’s request. 7.3 Review by Cheeky. Sellers are responsible for the authenticity and accuracy of their Listings. Cheeky may review or spot-check Items and Listings, but Cheeky does not guarantee the authenticity of any Item unless a Listing expressly states otherwise. 7.4 Remedies. If Cheeky reasonably suspects that an Item is not authentic, or if Seller does not provide proof when requested under Section 7.2 , Cheeky may: remove the Listing and cancel any open Orders for the Item; hold Payouts relating to the Item while Cheeky investigates; refund the Buyer and recover the refund, the related fees and any return costs from Seller’s Payouts or from Seller directly; and suspend or close Seller’s store. 7.5 No false verification or affiliation claims. Seller shall not state or suggest that Cheeky has verified, authenticated, approved or endorsed an Item, Seller’s store or Seller’s brand, unless Cheeky has confirmed so in writing for that specific Item or store. Brand names belong to their respective owners, and Seller shall not suggest an affiliation with a brand that Seller does not have." }, { "heading": "8. Orders, Fulfilment and Shipping", "level": 2, "text": "8.1 Acceptance of Orders. When a Buyer places an Order for a listed Item, Seller shall fulfil the Order at the listed price and on the terms shown at checkout. 8.2 Dispatch period. Seller shall ship each Order within three (3) Business Days after the Order is placed, using a shipping label booked through the Portal, unless Cheeky directs Seller in writing to use another method. 8.3 Late dispatch. If the carrier has not scanned an Order within three (3) full Business Days after the Order is placed, the late-dispatch fee set out in Section 10.2 applies. If an Order is not shipped within a reasonable time after that period, Cheeky may cancel the Order and refund the Buyer. 8.4 Pickup addresses. Cheeky shares the pickup addresses that Seller adds, together with the contact name, telephone number and email address for each, with shipping carriers and logistics partners, which verify the pickup telephone number by means of a one-time code. Seller shall ensure that each pickup contact has agreed to that disclosure and verification. 8.5 Tracking and packaging. Seller shall use the tracking provided with the shipping label, keep tracking information current, and pack each Item so that it arrives in the condition described in the Listing. 8.6 Cancellation by Seller. Seller shall cancel an Order only if Seller is genuinely unable to fulfil it. If Seller cancels an Order after the Buyer has paid, the Buyer shall be refunded and Seller shall bear the non-refundable payment-processing costs set out in Section 10.2 . 8.7 Loss or damage in transit. Shipments are carried under the terms of the applicable carrier. If a parcel is lost or damaged in transit, Cheeky shall work with the carrier and shall decide, within Cheeky’s process, whether the Buyer is refunded and which party bears the cost, taking into account carrier cover, Seller’s packaging, the address used and whether Seller used a shipping label booked through the Portal. Where loss or damage results from Seller’s packaging, a wrong Item or a pickup error attributable to Seller (including any Fulfilment Partner acting for Seller), Seller shall bear the cost." }, { "heading": "9. Returns, Refunds, Chargebacks and Disputes", "level": 2, "text": "9.1 Returns and Refunds Policy as minimum standard. Buyers may request a return within fourteen (14) days after delivery confirmation under the Returns and Refunds Policy. Refunds are made to the Buyer’s original payment method after the returned Item is received and inspected. Seller’s own store policies may give Buyers more favourable terms, such as a longer return period, but shall not reduce the rights that the Returns and Refunds Policy gives Buyers. 9.2 Allocation of return costs. Return costs are allocated in accordance with the Fee Schedule, as follows: for a return for a reason attributable to the Buyer, such as fit, remorse or a change of mind, the Buyer pays the return shipping and the refund processing fee of three and one-half percent (3.5%), and Seller pays nothing; and for a return for a reason attributable to Seller, such as a defective, misrepresented or wrong Item, Seller pays the return shipping and the refund processing fee of three and one-half percent (3.5%). 9.3 Seller’s obligations. Seller shall respond promptly to the return and dispute requests that Cheeky sends to Seller and shall accept returns that comply with the Returns and Refunds Policy. If a returned Item arrives in a condition materially different from the condition in which Seller shipped it, Seller shall notify Cheeky at sellers@cheeky-fit.com , with photographs, within three (3) Business Days after receiving it. 9.4 Disputes between Seller and Buyers. Buyers may open a dispute before delivery and may request a refund after delivery. Cheeky decides refund disputes within its own process, using the information that Seller and the Buyer provide. If Cheeky decides that a Buyer should be refunded because of an issue attributable to Seller, Cheeky may refund the Buyer and deduct the refund and related costs from Seller’s Payouts. Cheeky’s decision does not limit the legal rights of any person, including a Buyer’s rights against its card issuer. 9.5 Chargebacks. If a Buyer’s card issuer reverses a payment, Cheeky may respond using information that Seller provides, and Seller shall assist Cheeky promptly. If a chargeback is decided against Cheeky and relates to Seller’s Item, Listing or fulfilment, Cheeky may recover the chargeback amount and any non-refundable processing costs from Seller’s Payouts or from Seller directly." }, { "heading": "10. Fees, Payouts and Set-Off", "level": 2, "text": "10.1 Fee Schedule. The Fee Schedule is incorporated by reference in, and forms part of, this Agreement. Seller shall pay the fees set out in the Fee Schedule. If the Fee Schedule conflicts with this Agreement as to the amount or timing of any fee, the Fee Schedule controls. 10.2 Current fees. As of October 29, 2026, the Fee Schedule provides for the following fees: commission: zero percent (0%) of the listed sale price of each Item; account setup and identity verification: a one-time fee of five United States dollars (US$5.00); standard payout: two percent (2%) per Payout, with funds released seven (7) days after carrier delivery confirmation; express payout: three and one-half percent (3.5%) per Payout, with funds released upon delivery confirmation; late dispatch: three United States dollars (US$3.00), deducted from the Payout if the carrier has not scanned the Order within three (3) full Business Days; cancellation by Seller after payment: the actual non-refundable cost charged by payment networks, passed through at cost, which is typically approximately three percent (3%) to four percent (4%) of the transaction; and returns attributable to Seller: the return shipping plus the refund processing fee of three and one-half percent (3.5%), as provided in Section 9.2 . 10.3 Buyer service fee. Buyers pay Cheeky a service fee of fifteen percent (15%) at checkout. That fee belongs to Cheeky and does not form part of Seller’s sale proceeds. The shipping, duties and Taxes that a Buyer pays at checkout also do not form part of Seller’s sale proceeds, unless the Portal shows otherwise. 10.4 Payouts. Seller’s Payout for an Order equals the sale price of the Items in the Order, less the applicable payout fee and any other amounts that Cheeky may deduct under this Agreement. Payouts are made to the connected account that Seller establishes with the Payment Processor, which is governed by the Payment Processor’s own terms. 10.5 Connected account. Cheeky receives the status of Seller’s connected account and the last digits of Seller’s bank account, and does not receive Seller’s full bank details. Seller shall keep its connected account in good standing. 10.6 Currency. Payouts are made in a currency that Seller’s connected account supports. If a currency conversion is required, the Payment Processor’s exchange rates and charges may apply. 10.7 Holds, offsets and reversals. Cheeky may delay, hold, offset or reverse a Payout, in whole or in part, where reasonably necessary because of: a refund, return, dispute or chargeback relating to Seller’s Orders; suspected fraud, or suspected counterfeit or inauthentic Items; a breach of this Agreement; incomplete identity or tax information; or a legal requirement, a court order or a request from a government authority. 10.8 Set-off. Cheeky may deduct from any Payout any amount that Seller owes Cheeky under this Agreement. If Seller’s Payouts are insufficient to cover the amounts owed, Seller shall pay the balance within fifteen (15) days after Cheeky’s request. 10.9 Notice of holds and deductions. Cheeky shall notify Seller in the Portal or by email when Cheeky holds or deducts an amount under Section 10.7 or Section 10.8 , unless Applicable Law or a fraud investigation prevents Cheeky from doing so. 10.10 Errors. Seller shall notify Cheeky at sellers@cheeky-fit.com within sixty (60) days if Seller believes that a Payout or fee is incorrect. Cheeky shall correct any confirmed error, whether in Seller’s favour or in Cheeky’s." }, { "heading": "11. Taxes", "level": 2, "text": "11.1 Seller’s Taxes. Seller is responsible for its income Taxes, for any Taxes on its sales that Cheeky does not collect, and for its own tax registrations and filings. 11.2 Marketplace facilitator. Where Applicable Law requires, Cheeky collects and remits sales tax on Orders as a marketplace facilitator. Seller shall not separately charge Buyers any Taxes that Cheeky collects. 11.3 United States. Cheeky collects Seller’s Social Security Number or Employer Identification Number. Cheeky or the Payment Processor reports Seller’s sales on Internal Revenue Service Form 1099-K where the reporting thresholds are met. 11.4 India. Cheeky collects Seller’s Permanent Account Number (PAN) and, where Seller is registered for goods and services tax (GST), Seller’s GSTIN, GST registration details and place of business. Where applicable, Cheeky, as an e-commerce operator, collects tax at source (TCS) under section 52 of the Central Goods and Services Tax Act, 2017, deducts tax at source (TDS) under section 194-O of the Income-tax Act, 1961 or the corresponding provision of any successor legislation, and reports those amounts as Applicable Law requires. 11.5 Tax information. Seller shall keep its tax information complete, accurate and up to date. If Seller does not do so, Cheeky may hold Payouts, and may withhold amounts where Applicable Law requires. 11.6 No tax advice. Cheeky does not provide tax advice. Seller should consult its own tax adviser." }, { "heading": "12. Buyer Data", "level": 2, "text": "12.1 Data made available to Seller. For each Order, Cheeky makes available to Seller the Buyer’s name, the delivery address and the Items ordered. Cheeky does not provide the Buyer’s email address or telephone number to Seller, although the shipping label may display the Buyer’s telephone number. 12.2 Permitted purposes. Seller shall use Buyer Data only to: fulfil and ship the relevant Buyer’s Order; handle returns, refunds, disputes and chargebacks for that Order; and comply with Seller’s legal obligations, such as tax and accounting record-keeping. 12.3 Restrictions. Seller shall not: use Buyer Data for marketing or promotional purposes; add any Buyer to a mailing, messaging or customer list; contact a Buyer outside the Marketplace, except as necessary for a purpose permitted by Section 12.2 ; sell, rent, disclose or otherwise make Buyer Data available to any third party, other than a shipping carrier, Fulfilment Partner or other service provider that assists Seller in fulfilling the relevant Order and is bound by restrictions on the use and disclosure of Buyer Data no less protective than those in this Section 12; or combine Buyer Data with other data to build profiles of Buyers. 12.4 Security. Seller shall protect Buyer Data using reasonable safeguards, shall limit access to Buyer Data to persons who need it for a purpose permitted by Section 12.2 , and shall dispose of printed labels and packing slips securely. 12.5 Deletion. Seller shall delete Buyer Data when Seller no longer needs it for a purpose permitted by Section 12.2 , including legal record-keeping. 12.6 Incident notification. If Buyer Data in Seller’s possession or control is lost, stolen, accessed without authorisation or misused, Seller shall notify Cheeky at sellers@cheeky-fit.com promptly, and in any event within seventy-two (72) hours after becoming aware of it, and shall cooperate with Cheeky in responding to it. 12.7 Seller’s compliance. Seller is an independent business and is responsible for its own handling of Buyer Data and for complying with the privacy and data-protection laws that apply to Seller, including those of the United States and India." }, { "heading": "13. Seller Data and Privacy", "level": 2, "text": "13.1 Privacy Policy. The Privacy Policy, and in particular Section 11 of the Privacy Policy , describes in full how Cheeky handles personal information relating to sellers. In summary: identity and contact information: Cheeky collects Seller’s legal name, display name, email address, telephone number, address, entity type and country in order to operate Seller’s account, contact Seller and meet its legal obligations; sign-in: Seller signs in with an email address and password, an emailed sign-in link or a supported third-party sign-in provider; passwords are handled by Cheeky’s authentication provider, and Cheeky does not store Seller’s password; tax details: Cheeky collects the tax details described in Section 11 in order to meet its tax reporting and withholding obligations, and stores them on its servers with restricted access; payouts and verification: the Payment Processor collects Seller’s bank details and identity documents directly, and Cheeky receives the status of Seller’s account and the last digits of Seller’s bank account in order to manage Payouts; pickup contacts: pickup addresses and the related contact names, telephone numbers and email addresses are shared with shipping carriers and logistics partners as described in Section 8.4 ; Store Page: the information described in Section 15.1 is displayed publicly; onboarding answers: while Seller completes onboarding, Seller’s unsaved answers (name, telephone number and address) are kept in Seller’s browser until onboarding is finished; and retention: Cheeky retains Seller’s tax and identity information while Seller’s account is active and thereafter for up to seven (7) years for tax and legal record-keeping. 13.2 Privacy requests. Seller may direct privacy questions and requests to privacy@cheeky-fit.com ." }, { "heading": "14. Licence to Seller Content", "level": 2, "text": "14.1 Ownership. As between the parties, Seller retains ownership of the Seller Content. 14.2 Licence grant. Seller hereby grants Cheeky a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, adapt (including by creating AI-processed images under Section 5.6 ), format, translate, display and distribute the Seller Content for the purposes of: operating the Marketplace and displaying Seller’s Store Page and Listings; and promoting Cheeky and Seller’s Listings, including in Cheeky’s marketing and on other websites and social media channels that promote Cheeky. 14.3 Service providers. Cheeky may permit its service providers to exercise the licence in Section 14.2 on Cheeky’s behalf for the purposes stated there. 14.4 Duration. The licence continues while the relevant Listing or Seller’s store is live and for a reasonable wind-down period afterwards to allow Cheeky to remove the Seller Content from active use. The licence continues for Seller Content already included in published marketing materials, in order and transaction records and in backups, which are removed as backups roll over. As provided in Section 5.6 , Cheeky retains product photographs after a Listing ends. 14.5 Seller’s warranties. Seller represents and warrants that it owns or holds all rights necessary to grant the licence in Section 14.2 , that every individual who appears in Seller’s photographs is an adult who has consented to that use, and that the Seller Content does not infringe any person’s rights or violate Applicable Law." }, { "heading": "15. Store Page and Seller Disclosures", "level": 2, "text": "15.1 Store Page. Seller’s Store Page displays Seller’s store name, handle, description, policies, Listings and photographs; any contact email address, telephone number, address and social media links that Seller chooses to publish; and the city and country of Seller’s account address. 15.2 Seller identity disclosures. Certain laws require marketplaces to inform buyers of the identity of the seller. In particular, India’s Consumer Protection (E-Commerce) Rules, 2020 require the seller’s name, address and contact details to be displayed. Where such a law applies, Seller agrees that Cheeky may display Seller’s legal or business name, address and contact details on Seller’s Store Page and Listings. 15.3 Accuracy of store information. Seller shall keep the details described in Section 15.2 , and its store’s return, refund, exchange, warranty and delivery information, accurate and up to date. 15.4 Grievances. Seller shall respond promptly to Buyer grievances that Cheeky passes to Seller, so that each grievance can be acknowledged within forty-eight (48) hours and resolved within one (1) month, as the rules described in Section 15.2 require." }, { "heading": "16. Term, Suspension and Termination", "level": 2, "text": "16.1 Term. This Agreement commences when Seller accepts it under Section 1.3 or Section 1.7 and continues until terminated in accordance with this Section 16. 16.2 Termination by Seller. Seller may stop selling and terminate this Agreement at any time. To close its store, Seller shall send a request to sellers@cheeky-fit.com ; Seller cannot delete its own store through the Portal. 16.3 Termination by Cheeky for convenience. Cheeky may terminate this Agreement for convenience on fifteen (15) days’ notice to Seller. 16.4 Suspension and termination for cause. Cheeky may suspend or limit Seller’s store, hide Listings, hold Payouts under Section 10.7 , or terminate this Agreement immediately, with notice where practicable, if: Seller breaches this Agreement or the Terms of Service; Cheeky reasonably believes that Seller’s activity creates a risk of fraud, harm, or legal or financial exposure for Buyers, Cheeky or others; Cheeky must do so to comply with Applicable Law, a court order or a request from a government authority; or Seller’s account with the Payment Processor is closed or restricted. 16.5 Suspension instead of deletion. A store that has Orders, Payouts or reviews is suspended rather than deleted, so that order, tax and dispute records remain intact. 16.6 Effect of termination. Termination of this Agreement does not end Seller’s obligations in respect of open Orders, returns, refunds, disputes and chargebacks, or Cheeky’s obligation to pay Seller the Payouts properly due, less any amounts that Cheeky may deduct under Section 10 . 16.7 Survival. Sections 2 , 7 , 9 to 14 and 16 to 25 , Section 8 in respect of any Order placed before termination, and any other provision that by its nature is intended to survive, survive the termination of this Agreement." }, { "heading": "17. Representations and Warranties", "level": 2, "text": "17.1 Seller’s representations and warranties. Seller represents and warrants that: Seller has full power and authority to enter into and perform this Agreement; the information that Seller provides to Cheeky is accurate and complete; Seller shall comply with all Applicable Law relating to its business, its Items and its sales, including consumer-protection, product-safety, labelling, import and export, and tax laws; and Seller’s Items and Seller Content meet the requirements of Sections 5 , 6 , 7 and 14 ." }, { "heading": "18. Indemnification", "level": 2, "text": "18.1 Indemnity. Seller shall defend, indemnify and hold harmless Cheeky-Fit Inc. and its officers, directors, employees and agents from and against any third-party claim, and any resulting losses, damages, fines, penalties, costs and reasonable legal fees, arising out of or relating to: Seller’s Items, including product-liability, safety and authenticity claims; Seller’s Listings and Seller Content, including claims that they infringe intellectual property or other rights; Taxes for which Seller is responsible under Section 11 ; Seller’s handling of Buyer Data; or Seller’s breach of this Agreement or Applicable Law. 18.2 Procedure. Cheeky shall notify Seller promptly of any claim for which Cheeky seeks indemnification, shall permit Seller to control the defence of the claim with counsel reasonably acceptable to Cheeky, and shall cooperate at Seller’s expense. Seller shall not settle any claim in a manner that admits fault on the part of Cheeky or imposes obligations on Cheeky without Cheeky’s prior written consent. Cheeky may participate in the defence with counsel of its own choosing at its own cost." }, { "heading": "19. Disclaimers", "level": 2, "text": "19.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MARKETPLACE, THE PORTAL AND THE OTHER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CHEEKY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 19.2 CHEEKY DOES NOT WARRANT ANY LEVEL OF SALES, TRAFFIC OR PLACEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. 19.3 AI-PROCESSED IMAGES AND THE OTHER TOOLS THAT CHEEKY MAKES AVAILABLE TO SELLER ARE AIDS ONLY, AND SELLER REMAINS RESPONSIBLE FOR ITS LISTINGS." }, { "heading": "20. Limitation of Liability", "level": 2, "text": "20.1 BUSINESS-TO-BUSINESS AGREEMENT. SELLER ACKNOWLEDGES THAT THIS AGREEMENT IS A BUSINESS-TO-BUSINESS AGREEMENT AND AGREES THAT THE LIMITATIONS IN THIS SECTION 20 ARE REASONABLE. 20.2 EXCLUSION OF CERTAIN DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STATUTE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. 20.3 CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CHEEKY’S TOTAL AGGREGATE LIABILITY TO SELLER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SELLER TO CHEEKY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. 20.4 EXCEPTIONS. SECTIONS 20.2 AND 20.3 DO NOT APPLY TO OR LIMIT: (A) CHEEKY’S OBLIGATION TO PAY SELLER THE PAYOUTS PROPERLY DUE UNDER SECTION 10 , WHICH AMOUNTS ARE NOT SUBJECT TO, AND DO NOT COUNT TOWARDS, THE CAP IN SECTION 20.3; (B) SELLER’S OBLIGATIONS UNDER SECTION 18 ; (C) SELLER’S OBLIGATION TO PAY AMOUNTS OWED TO CHEEKY; (D) SELLER’S BREACH OF SECTION 12 (BUYER DATA) OR SECTION 21 (CONFIDENTIALITY); (E) LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT; OR (F) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW." }, { "heading": "21. Confidentiality", "level": 2, "text": "21.1 Definition. “ Confidential Information ” means non-public information that Cheeky makes available to Seller through the Portal or otherwise in connection with this Agreement, including Portal features, fee or programme terms not published on Cheeky’s website, business and performance information, and Buyer Data. 21.2 Obligations. Seller shall use Confidential Information only to sell on the Marketplace under this Agreement, shall protect it with at least reasonable care, and shall not disclose it to any person other than Seller’s employees and advisers who need it for that purpose and are bound by duties of confidentiality no less protective than those in this Section 21. 21.3 Exclusions. Section 21.2 does not apply to information that: is or becomes public through no fault of Seller; was lawfully in Seller’s possession before Cheeky made it available; or Seller is required by law to disclose, provided that Seller gives Cheeky notice of the requirement where the law permits. 21.4 Duration. Seller’s obligations under this Section 21 continue for three (3) years after this Agreement ends and, for Buyer Data, for as long as Seller holds it." }, { "heading": "22. Dispute Resolution, Arbitration and Class Action Waiver", "level": 2, "text": "22.1 Informal resolution. Before commencing arbitration or any court proceeding, a party asserting any dispute, claim or controversy arising out of or relating to this Agreement or Seller’s use of the Services as a seller, whether based in contract, tort, statute or any other legal theory (a “ Dispute ”), shall send the other party a written notice describing the Dispute: to Cheeky at legal@cheeky-fit.com , and to Seller at its account email address. The parties shall attempt in good faith to resolve the Dispute within thirty (30) days after the notice is sent. 22.2 AGREEMENT TO ARBITRATE. IF A DISPUTE IS NOT RESOLVED WITHIN THAT THIRTY (30) DAY PERIOD, THEN, EXCEPT AS PROVIDED IN SECTION 22.4 , SELLER AND CHEEKY AGREE THAT THE DISPUTE SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT IN A COURT OF LAW. 22.3 Rules and procedure. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section 22. The arbitration shall be administered by the American Arbitration Association (the “ AAA ”) under its Commercial Arbitration Rules in effect when the arbitration is filed, as modified by this Section 22, before a single arbitrator and in the English language. Hearings shall be held by video conference unless the arbitrator determines that an in-person hearing is necessary, in which case the hearing shall be held in Delaware or at another location that the parties agree. Payment of filing, administration and arbitrator fees is governed by the AAA Commercial Arbitration Rules. Except as provided in Section 22.7 , the arbitrator shall decide all issues, including the scope and enforceability of this Section 22. The award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction. 22.4 Exceptions. Notwithstanding Section 22.2 : either party may bring an individual claim in a small claims court of competent jurisdiction if the claim qualifies; either party may seek an injunction or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misuse of intellectual property rights, Confidential Information or Buyer Data; and if Seller is based in India, either party may seek urgent interim relief from a competent court in India. 22.5 CLASS ACTION WAIVER. SELLER AND CHEEKY MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE SELLER, PRESIDE OVER ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING, OR AWARD RELIEF TO ANY PERSON OTHER THAN THE INDIVIDUAL PARTIES. 22.6 JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER AND CHEEKY EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE, INCLUDING ANY CLAIM THAT PROCEEDS IN COURT UNDER SECTION 22.4 OR SECTION 22.7 . 22.7 Unenforceability of the class action waiver. If a court determines, after the exhaustion of all appeals, that the class action waiver in Section 22.5 is unenforceable as to a particular claim or request for relief, that claim or request alone shall be severed from the arbitration and may proceed in the courts identified in Section 23.2 , and it shall be stayed pending the completion of the arbitration of all other claims. A court, and not an arbitrator, shall decide whether Section 22.5 is enforceable. The remainder of this Section 22 remains in effect. 22.8 Right to opt out. Seller may opt out of this Section 22 by sending an email to legal@cheeky-fit.com within thirty (30) days after the date on which Seller first accepts this Agreement or, for a Seller described in Section 1.7 , within thirty (30) days after the date on which this Agreement takes effect for Seller. The email shall state Seller’s name, store name and account email address and shall contain a clear statement that Seller opts out of arbitration. 22.9 Effect of opting out. If Seller opts out in accordance with Section 22.8 , neither the agreement to arbitrate in Section 22.2 nor the waivers in Sections 22.5 and 22.6 apply to Seller, and any Dispute shall be resolved exclusively in the courts identified in Section 23.2 . Opting out does not affect any other provision of this Agreement." }, { "heading": "23. Governing Law and Venue", "level": 2, "text": "23.1 Governing law. This Agreement and any Dispute are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and Section 22 is governed by the Federal Arbitration Act. 23.2 Venue. Any Dispute that is not arbitrated, including a Dispute of a Seller that has opted out under Section 22.8 and any claim severed under Section 22.7 , shall be brought exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts. This Section 23.2 does not limit Section 22.4 . 23.3 Mandatory law. Nothing in this Agreement excludes the application of any mandatory provision of Applicable Law that cannot be excluded by agreement." }, { "heading": "24. General Provisions", "level": 2, "text": "24.1 Assignment. Seller shall not assign or transfer this Agreement or its store without Cheeky’s prior written consent. Cheeky may assign this Agreement to an affiliate or in connection with a merger, acquisition, financing, sale of assets or reorganisation. 24.2 Entire agreement. This Agreement, including the documents incorporated by reference in Section 1.5 , constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior understandings concerning that subject matter. A separate written agreement signed by both parties prevails over this Agreement to the extent that it expressly so provides. 24.3 Severability. If any provision of this Agreement is held unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions remain in full force and effect. Section 22.7 governs the unenforceability of the class action waiver. 24.4 No waiver. A party’s failure or delay in enforcing any right under this Agreement does not waive that right. A waiver is effective only if it is in writing. 24.5 Force majeure. Neither party is liable for any delay or failure in performance caused by events beyond its reasonable control, such as natural disasters, epidemics, war, civil unrest, strikes, carrier disruptions, power or internet outages, or government action. This Section 24.5 does not excuse any payment obligation or Seller’s obligation to refund Buyers. 24.6 No third-party beneficiaries. This Agreement is for the sole benefit of the parties, and no other person may enforce any of its terms. 24.7 Electronic communications. Seller consents to receiving communications from Cheeky electronically, including by email and through the Portal, and agrees that electronic communications satisfy any legal requirement that a communication be in writing. 24.8 Language. This Agreement is written in English. If it is translated, the English version controls." }, { "heading": "25. Notices and Contact Information", "level": 2, "text": "25.1 Notices to Seller. Cheeky may give notices to Seller by email to Seller’s account email address or through the Portal. 25.2 Notices to Cheeky. Seller shall send legal notices to legal@cheeky-fit.com and may send a copy to the following address: 25.3 Effectiveness. A notice given by email takes effect when sent, unless the sender receives a notice of delivery failure. 25.4 Contact information. Seller may contact Cheeky: with questions about selling on the Marketplace, at sellers@cheeky-fit.com ; for legal notices and arbitration opt-out notices, at legal@cheeky-fit.com ; and for privacy matters, at privacy@cheeky-fit.com ." }, { "heading": "Revision History", "level": 2, "text": "October 29, 2026 First published." } ], "faqs": [], "plainText": "Seller Agreement\nThis Seller Agreement is the contract between Cheeky-Fit Inc. and each invited seller that governs the listing and sale of items on the Cheeky marketplace and the use of the seller portal, and it binds each seller from the time the seller accepts it. Last updated: October 29, 2026 Effective: October 29, 2026 IMPORTANT NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY. SECTION 22 CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND A WAIVER OF CLASS, COLLECTIVE AND REPRESENTATIVE ACTIONS AND OF TRIAL BY JURY. UNLESS SELLER OPTS OUT WITHIN THIRTY (30) DAYS AS DESCRIBED IN SECTION 22.8 , DISPUTES BETWEEN SELLER AND CHEEKY WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND SELLER WILL NOT BE ABLE TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION OR TO HAVE A DISPUTE DECIDED BY A JUDGE OR JURY. THIS AFFECTS SELLER’S LEGAL RIGHTS.\n\n1. Agreement and Acceptance\n1.1 Parties. This Seller Agreement is a legally binding contract between Cheeky-Fit Inc., a Delaware corporation (“ Cheeky ”), and the individual or entity that holds a seller account on the Marketplace (“ Seller ”). Cheeky and Seller are each a “ party ” and together the “ parties .” 1.2 Scope. This Agreement governs Seller’s listing and sale of Items on the Marketplace and Seller’s use of the Portal and the other Services. It applies to every seller on the Marketplace, whether Seller is an independent seller, a sole proprietor, a registered business or a brand partner. 1.3 Acceptance. Seller accepts this Agreement upon the earlier of: Seller’s completion of seller onboarding; and the publication of Seller’s first Listing. If Seller does not agree to this Agreement, Seller shall not complete onboarding or publish any Listing. 1.4 Authority. An individual who accepts this Agreement on behalf of a business represents and warrants that the individual has authority to bind that business to this Agreement, and references to Seller are then references to that business. 1.5 Documents incorporated by reference. The following documents are incorporated by reference in, and form part of, this Agreement: the Cheeky Terms of Service (the “ Terms of Service ”), which govern the use of the Services generally; the Cheeky Privacy Policy (the “ Privacy Policy ”), which describes how Cheeky handles personal information; the Cheeky Returns and Refunds Policy (the “ Returns and Refunds Policy ”); and the Fee Schedule, as provided in Section 10.1 . 1.6 Order of precedence. In the event of any conflict or inconsistency, the following order of precedence applies: the Fee Schedule, solely as to the amount or timing of any fee; this Agreement, excluding the documents incorporated by reference; the Terms of Service; and the other documents incorporated by reference. 1.7 Sellers who began selling before publication. If Seller began listing or selling Items on the Marketplace before October 29, 2026, this Agreement takes effect for Seller fifteen (15) days after Cheeky notifies Seller of it by email or through the Portal, and Seller’s continued listing or selling of Items after that date constitutes acceptance of this Agreement. Any claim that arose, or of which either party had notice, before that date remains governed by the dispute-resolution terms, if any, that applied to Seller before that date or, where none applied, shall be resolved in the courts identified in Section 23.2 , unless both parties agree otherwise in writing. 1.8 Amendments. Cheeky may amend this Agreement, including the Fee Schedule. Cheeky shall give Seller at least fifteen (15) days’ notice of any amendment by email to Seller’s account email address or by notice in the Portal, and the amendment takes effect on the date stated in the notice. An amendment that is required by Applicable Law, or that addresses fraud, safety or security risks, may take effect immediately or on such shorter notice as the notice states. Seller’s continued listing or selling of Items after an amendment takes effect constitutes acceptance of the amendment. If Seller does not agree to an amendment, Seller shall cease listing and selling Items and request the closure of its store under Section 16.2 . No amendment to Section 22 applies to a Dispute that arose, or of which either party had notice, before the amendment takes effect.\n\n2. Definitions and Interpretation\n2.1 Definitions. In this Agreement, the following terms have the following meanings, and other capitalised terms have the meanings given to them where they are defined: “ Agreement ” means this Seller Agreement, together with the documents incorporated by reference in Section 1.5 , as amended from time to time in accordance with Section 1.8 ; “ Applicable Law ” means all laws, regulations, rules, orders and binding governmental requirements that apply to a party, an Item, a Listing or an Order, including those of the United States and India; “ Business Day ” means any day other than a Saturday or a Sunday; “ Buyer ” means a person who browses, orders or purchases items on the Marketplace; “ Buyer Data ” means personal information relating to a Buyer that Cheeky makes available to Seller, or that Seller otherwise obtains, in connection with an Order, including the information described in Section 12.1 ; “ Confidential Information ” has the meaning given in Section 21.1 ; “ Dispute ” has the meaning given in Section 22.1 ; “ Fee Schedule ” means the schedule of seller fees that Cheeky publishes at www.cheeky-fit.com/seller-fees , as amended from time to time in accordance with Section 1.8 ; “ Fulfilment Partner ” means a third party, other than a shipping carrier, that stores, packs or ships items to Buyers on behalf of a seller or Cheeky; “ Item ” means a product that Seller lists or offers for sale on the Marketplace; “ Listing ” means an offer of an Item for sale on the Marketplace, including its title, description, photographs, price, size, condition and other information; “ Marketplace ” means the online marketplace operated by Cheeky through which Buyers browse and purchase items offered by independent sellers, made available through the Cheeky mobile application and the web shop at www.cheeky-fit.com/shop; “ Order ” means a Buyer’s order for one or more Items placed through the Marketplace; “ Payment Processor ” means the third-party payment service provider that Cheeky uses to process Buyer payments, verify the identity of sellers and make Payouts; “ Payout ” means a payment of sale proceeds by Cheeky to Seller under Section 10 ; “ Portal ” means the invite-only seller portal through which Seller manages its Store Page, Listings, Orders, shipping labels and Payouts; “ Prohibited Item ” means any item described in Section 6.1 ; “ Seller Content ” means the photographs, descriptions, logos, store branding and other content that Seller provides to Cheeky or publishes on the Marketplace; “ Services ” means the Marketplace, the Portal and the other services that Cheeky makes available to Seller under this Agreement; “ Store Page ” means Seller’s public store page on the Marketplace, as described in Section 15.1 ; and “ Taxes ” means all taxes, duties, levies, tariffs and similar governmental charges, including sales, use, goods and services, income and withholding taxes, together with any related interest and penalties. 2.2 Interpretation. In this Agreement, unless the context requires otherwise: “including” and similar expressions mean “including without limitation”; headings are for convenience only and do not affect interpretation; references to Sections are to the sections and clauses of this Agreement; words in the singular include the plural, and the reverse; “days” means calendar days, unless Business Days are specified; “written” and “in writing” include email and notices given through the Portal; “person” includes an individual, a company, a partnership and any other entity; and a reference to a law includes that law as amended, consolidated or replaced.\n\n3. Eligibility, Onboarding and Verification\n3.1 Invitation only. Selling on the Marketplace is by invitation only. An invitation is personal to the person or business invited and shall not be transferred. 3.2 Eligibility. To sell on the Marketplace, Seller must: be at least eighteen (18) years of age or, if Seller is a business, act only through individuals who are at least eighteen (18) years of age; and be an individual, a sole proprietor, a registered business or a brand partner based in the United States or India. 3.3 Onboarding information. Seller shall provide complete and accurate information during onboarding, including its legal name, contact details, address, entity type, country and tax details, and shall keep that information complete, accurate and up to date. 3.4 Identity verification. The Payment Processor verifies Seller’s identity and collects Seller’s bank details and identity documents on its own pages and under its own terms. Seller shall complete that verification before Seller may receive any Payout. The one-time account setup and identity-verification fee is set out in Section 10.2 . 3.5 Account security. Seller is responsible for all activity under its seller account. Seller shall keep its sign-in credentials confidential and shall notify Cheeky promptly at sellers@cheeky-fit.com if Seller believes that another person has accessed its account without authorisation. 3.6 Cheeky’s discretion. Cheeky may decline to send, accept or renew an invitation, and may withdraw an invitation, in its discretion and to the extent permitted by Applicable Law.\n\n4. Relationship of the Parties and Appointment of Cheeky as Limited Payment Collection Agent\n4.1 Independent seller. Seller operates its own independent business and determines which Items to offer and at what price. Cheeky operates the Marketplace on which Seller lists and sells Items. 4.2 Contract of sale. When a Buyer places an Order for an Item, the contract of sale for that Item is between Seller and the Buyer. Cheeky is not the seller of Seller’s Items, except for Cheeky’s own obligations as operator of the Marketplace under this Agreement, the Terms of Service and Applicable Law. 4.3 Appointment as limited payment collection agent. Seller hereby appoints Cheeky as Seller’s limited agent for the sole purpose of collecting payment from Buyers on Seller’s behalf, and Cheeky accepts that appointment. Checkout on the Marketplace identifies “Cheeky” as the merchant. 4.4 Effect of payment to Cheeky. Once a Buyer pays Cheeky for an Order, the Buyer’s obligation to pay Seller for that Order is satisfied, whether or not Cheeky has made the corresponding Payout. Seller’s right to payment for the Order lies against Cheeky, in accordance with Section 10 , and not against the Buyer. 4.5 No other relationship. Nothing in this Agreement creates a partnership, joint venture, employment, franchise or fiduciary relationship between the parties. Neither party may bind the other, except as provided in Section 4.3 .\n\n5. Listings\n5.1 Accuracy. Each Listing shall describe the Item accurately and completely, including its brand, materials, condition (new, new with tags, or pre-owned, together with any wear, flaws or alterations), sizing and measurements. 5.2 Photographs. Photographs in a Listing shall show the actual Item offered for sale or, for new stock, a faithful image of the same product. Seller shall own, or have permission to use, every photograph that it uploads. 5.3 Prices. Seller sets the prices of its Items. Each listed price shall be a price at which Seller is willing to sell the Item. Seller shall not raise a price for the purpose of displaying a misleading discount. 5.4 Availability. Seller shall list only Items that it has in hand or can ship within the dispatch period in Section 8.2 , and shall remove or update a Listing promptly when the Item sells elsewhere or otherwise ceases to be available. 5.5 No pre-screening; removal. Listings currently publish without pre-screening by Cheeky, and Seller is responsible for every Listing that it publishes. Cheeky may at any time review, edit for format, hide or remove any Listing if Cheeky believes that the Listing breaches this Agreement, Applicable Law or Cheeky’s policies, or creates risk for Buyers or Cheeky. 5.6 AI image processing. Cheeky may process Seller’s photographs using a cloud AI provider, for example to remove backgrounds or to create studio-style images of an Item. Cheeky retains both the original photographs and the processed images, and retains product photographs after a Listing ends. Seller shall review processed images and shall notify Cheeky if a processed image does not accurately represent the Item. 5.7 Presentation. Cheeky determines how Listings are displayed, searched and ranked on the Marketplace.\n\n6. Prohibited Items and Conduct\n6.1 Prohibited Items. Seller shall not list or sell: counterfeit or replica goods, or items that use a brand’s name, logo or design without authorisation; stolen goods, or goods that Seller does not have the right to sell; recalled, unsafe or hazardous items, or items that do not meet applicable product-safety or labelling laws; items whose sale breaches wildlife, endangered-species or similar laws, such as ivory or certain exotic skins, furs or feathers; weapons, drugs, drug paraphernalia, or adult or sexually explicit content; used undergarments, or used swimwear without a hygiene liner; items or listing content that infringe any person’s copyright, trademark, design, publicity or other rights; or any item whose sale is unlawful where Seller or the Buyer is located. 6.2 Prohibited conduct. Seller shall not: make false or misleading claims about an Item, its origin, condition or authenticity, or any endorsement; ask or encourage a Buyer to complete a purchase of, or to pay for, an Item found on the Marketplace outside the Marketplace, or otherwise act to avoid Cheeky’s fees; write, buy or arrange fake reviews, or review Seller’s own Items; manipulate search, ranking, prices, reviews or Orders, including through fake accounts or fake Orders; use Buyer Data other than as Section 12 permits; or interfere with the Portal or the other Services, or access them by automated means without Cheeky’s written permission. 6.3 Consequences of breach. If Seller breaches this Section 6, Cheeky may remove Listings, cancel Orders, refund Buyers, hold Payouts under Section 10.7 , and suspend or close Seller’s store under Section 16 . Where Applicable Law requires, Cheeky may report the conduct to the competent authorities.\n\n7. Authenticity\n7.1 Authenticity warranty. Seller represents and warrants, for every Item that it lists, that the Item is authentic, that the Item is exactly as described in the Listing, and that Seller has the legal right to sell it. 7.2 Proof of authenticity. Seller shall keep proof of the authenticity and provenance of each Item, such as invoices, receipts, authenticity cards or supplier records, for as long as the Item is listed and for at least the period during which a return, refund or chargeback may be raised. Seller shall provide that proof to Cheeky within five (5) Business Days after Cheeky’s request. 7.3 Review by Cheeky. Sellers are responsible for the authenticity and accuracy of their Listings. Cheeky may review or spot-check Items and Listings, but Cheeky does not guarantee the authenticity of any Item unless a Listing expressly states otherwise. 7.4 Remedies. If Cheeky reasonably suspects that an Item is not authentic, or if Seller does not provide proof when requested under Section 7.2 , Cheeky may: remove the Listing and cancel any open Orders for the Item; hold Payouts relating to the Item while Cheeky investigates; refund the Buyer and recover the refund, the related fees and any return costs from Seller’s Payouts or from Seller directly; and suspend or close Seller’s store. 7.5 No false verification or affiliation claims. Seller shall not state or suggest that Cheeky has verified, authenticated, approved or endorsed an Item, Seller’s store or Seller’s brand, unless Cheeky has confirmed so in writing for that specific Item or store. Brand names belong to their respective owners, and Seller shall not suggest an affiliation with a brand that Seller does not have.\n\n8. Orders, Fulfilment and Shipping\n8.1 Acceptance of Orders. When a Buyer places an Order for a listed Item, Seller shall fulfil the Order at the listed price and on the terms shown at checkout. 8.2 Dispatch period. Seller shall ship each Order within three (3) Business Days after the Order is placed, using a shipping label booked through the Portal, unless Cheeky directs Seller in writing to use another method. 8.3 Late dispatch. If the carrier has not scanned an Order within three (3) full Business Days after the Order is placed, the late-dispatch fee set out in Section 10.2 applies. If an Order is not shipped within a reasonable time after that period, Cheeky may cancel the Order and refund the Buyer. 8.4 Pickup addresses. Cheeky shares the pickup addresses that Seller adds, together with the contact name, telephone number and email address for each, with shipping carriers and logistics partners, which verify the pickup telephone number by means of a one-time code. Seller shall ensure that each pickup contact has agreed to that disclosure and verification. 8.5 Tracking and packaging. Seller shall use the tracking provided with the shipping label, keep tracking information current, and pack each Item so that it arrives in the condition described in the Listing. 8.6 Cancellation by Seller. Seller shall cancel an Order only if Seller is genuinely unable to fulfil it. If Seller cancels an Order after the Buyer has paid, the Buyer shall be refunded and Seller shall bear the non-refundable payment-processing costs set out in Section 10.2 . 8.7 Loss or damage in transit. Shipments are carried under the terms of the applicable carrier. If a parcel is lost or damaged in transit, Cheeky shall work with the carrier and shall decide, within Cheeky’s process, whether the Buyer is refunded and which party bears the cost, taking into account carrier cover, Seller’s packaging, the address used and whether Seller used a shipping label booked through the Portal. Where loss or damage results from Seller’s packaging, a wrong Item or a pickup error attributable to Seller (including any Fulfilment Partner acting for Seller), Seller shall bear the cost.\n\n9. Returns, Refunds, Chargebacks and Disputes\n9.1 Returns and Refunds Policy as minimum standard. Buyers may request a return within fourteen (14) days after delivery confirmation under the Returns and Refunds Policy. Refunds are made to the Buyer’s original payment method after the returned Item is received and inspected. Seller’s own store policies may give Buyers more favourable terms, such as a longer return period, but shall not reduce the rights that the Returns and Refunds Policy gives Buyers. 9.2 Allocation of return costs. Return costs are allocated in accordance with the Fee Schedule, as follows: for a return for a reason attributable to the Buyer, such as fit, remorse or a change of mind, the Buyer pays the return shipping and the refund processing fee of three and one-half percent (3.5%), and Seller pays nothing; and for a return for a reason attributable to Seller, such as a defective, misrepresented or wrong Item, Seller pays the return shipping and the refund processing fee of three and one-half percent (3.5%). 9.3 Seller’s obligations. Seller shall respond promptly to the return and dispute requests that Cheeky sends to Seller and shall accept returns that comply with the Returns and Refunds Policy. If a returned Item arrives in a condition materially different from the condition in which Seller shipped it, Seller shall notify Cheeky at sellers@cheeky-fit.com , with photographs, within three (3) Business Days after receiving it. 9.4 Disputes between Seller and Buyers. Buyers may open a dispute before delivery and may request a refund after delivery. Cheeky decides refund disputes within its own process, using the information that Seller and the Buyer provide. If Cheeky decides that a Buyer should be refunded because of an issue attributable to Seller, Cheeky may refund the Buyer and deduct the refund and related costs from Seller’s Payouts. Cheeky’s decision does not limit the legal rights of any person, including a Buyer’s rights against its card issuer. 9.5 Chargebacks. If a Buyer’s card issuer reverses a payment, Cheeky may respond using information that Seller provides, and Seller shall assist Cheeky promptly. If a chargeback is decided against Cheeky and relates to Seller’s Item, Listing or fulfilment, Cheeky may recover the chargeback amount and any non-refundable processing costs from Seller’s Payouts or from Seller directly.\n\n10. Fees, Payouts and Set-Off\n10.1 Fee Schedule. The Fee Schedule is incorporated by reference in, and forms part of, this Agreement. Seller shall pay the fees set out in the Fee Schedule. If the Fee Schedule conflicts with this Agreement as to the amount or timing of any fee, the Fee Schedule controls. 10.2 Current fees. As of October 29, 2026, the Fee Schedule provides for the following fees: commission: zero percent (0%) of the listed sale price of each Item; account setup and identity verification: a one-time fee of five United States dollars (US$5.00); standard payout: two percent (2%) per Payout, with funds released seven (7) days after carrier delivery confirmation; express payout: three and one-half percent (3.5%) per Payout, with funds released upon delivery confirmation; late dispatch: three United States dollars (US$3.00), deducted from the Payout if the carrier has not scanned the Order within three (3) full Business Days; cancellation by Seller after payment: the actual non-refundable cost charged by payment networks, passed through at cost, which is typically approximately three percent (3%) to four percent (4%) of the transaction; and returns attributable to Seller: the return shipping plus the refund processing fee of three and one-half percent (3.5%), as provided in Section 9.2 . 10.3 Buyer service fee. Buyers pay Cheeky a service fee of fifteen percent (15%) at checkout. That fee belongs to Cheeky and does not form part of Seller’s sale proceeds. The shipping, duties and Taxes that a Buyer pays at checkout also do not form part of Seller’s sale proceeds, unless the Portal shows otherwise. 10.4 Payouts. Seller’s Payout for an Order equals the sale price of the Items in the Order, less the applicable payout fee and any other amounts that Cheeky may deduct under this Agreement. Payouts are made to the connected account that Seller establishes with the Payment Processor, which is governed by the Payment Processor’s own terms. 10.5 Connected account. Cheeky receives the status of Seller’s connected account and the last digits of Seller’s bank account, and does not receive Seller’s full bank details. Seller shall keep its connected account in good standing. 10.6 Currency. Payouts are made in a currency that Seller’s connected account supports. If a currency conversion is required, the Payment Processor’s exchange rates and charges may apply. 10.7 Holds, offsets and reversals. Cheeky may delay, hold, offset or reverse a Payout, in whole or in part, where reasonably necessary because of: a refund, return, dispute or chargeback relating to Seller’s Orders; suspected fraud, or suspected counterfeit or inauthentic Items; a breach of this Agreement; incomplete identity or tax information; or a legal requirement, a court order or a request from a government authority. 10.8 Set-off. Cheeky may deduct from any Payout any amount that Seller owes Cheeky under this Agreement. If Seller’s Payouts are insufficient to cover the amounts owed, Seller shall pay the balance within fifteen (15) days after Cheeky’s request. 10.9 Notice of holds and deductions. Cheeky shall notify Seller in the Portal or by email when Cheeky holds or deducts an amount under Section 10.7 or Section 10.8 , unless Applicable Law or a fraud investigation prevents Cheeky from doing so. 10.10 Errors. Seller shall notify Cheeky at sellers@cheeky-fit.com within sixty (60) days if Seller believes that a Payout or fee is incorrect. Cheeky shall correct any confirmed error, whether in Seller’s favour or in Cheeky’s.\n\n11. Taxes\n11.1 Seller’s Taxes. Seller is responsible for its income Taxes, for any Taxes on its sales that Cheeky does not collect, and for its own tax registrations and filings. 11.2 Marketplace facilitator. Where Applicable Law requires, Cheeky collects and remits sales tax on Orders as a marketplace facilitator. Seller shall not separately charge Buyers any Taxes that Cheeky collects. 11.3 United States. Cheeky collects Seller’s Social Security Number or Employer Identification Number. Cheeky or the Payment Processor reports Seller’s sales on Internal Revenue Service Form 1099-K where the reporting thresholds are met. 11.4 India. Cheeky collects Seller’s Permanent Account Number (PAN) and, where Seller is registered for goods and services tax (GST), Seller’s GSTIN, GST registration details and place of business. Where applicable, Cheeky, as an e-commerce operator, collects tax at source (TCS) under section 52 of the Central Goods and Services Tax Act, 2017, deducts tax at source (TDS) under section 194-O of the Income-tax Act, 1961 or the corresponding provision of any successor legislation, and reports those amounts as Applicable Law requires. 11.5 Tax information. Seller shall keep its tax information complete, accurate and up to date. If Seller does not do so, Cheeky may hold Payouts, and may withhold amounts where Applicable Law requires. 11.6 No tax advice. Cheeky does not provide tax advice. Seller should consult its own tax adviser.\n\n12. Buyer Data\n12.1 Data made available to Seller. For each Order, Cheeky makes available to Seller the Buyer’s name, the delivery address and the Items ordered. Cheeky does not provide the Buyer’s email address or telephone number to Seller, although the shipping label may display the Buyer’s telephone number. 12.2 Permitted purposes. Seller shall use Buyer Data only to: fulfil and ship the relevant Buyer’s Order; handle returns, refunds, disputes and chargebacks for that Order; and comply with Seller’s legal obligations, such as tax and accounting record-keeping. 12.3 Restrictions. Seller shall not: use Buyer Data for marketing or promotional purposes; add any Buyer to a mailing, messaging or customer list; contact a Buyer outside the Marketplace, except as necessary for a purpose permitted by Section 12.2 ; sell, rent, disclose or otherwise make Buyer Data available to any third party, other than a shipping carrier, Fulfilment Partner or other service provider that assists Seller in fulfilling the relevant Order and is bound by restrictions on the use and disclosure of Buyer Data no less protective than those in this Section 12; or combine Buyer Data with other data to build profiles of Buyers. 12.4 Security. Seller shall protect Buyer Data using reasonable safeguards, shall limit access to Buyer Data to persons who need it for a purpose permitted by Section 12.2 , and shall dispose of printed labels and packing slips securely. 12.5 Deletion. Seller shall delete Buyer Data when Seller no longer needs it for a purpose permitted by Section 12.2 , including legal record-keeping. 12.6 Incident notification. If Buyer Data in Seller’s possession or control is lost, stolen, accessed without authorisation or misused, Seller shall notify Cheeky at sellers@cheeky-fit.com promptly, and in any event within seventy-two (72) hours after becoming aware of it, and shall cooperate with Cheeky in responding to it. 12.7 Seller’s compliance. Seller is an independent business and is responsible for its own handling of Buyer Data and for complying with the privacy and data-protection laws that apply to Seller, including those of the United States and India.\n\n13. Seller Data and Privacy\n13.1 Privacy Policy. The Privacy Policy, and in particular Section 11 of the Privacy Policy , describes in full how Cheeky handles personal information relating to sellers. In summary: identity and contact information: Cheeky collects Seller’s legal name, display name, email address, telephone number, address, entity type and country in order to operate Seller’s account, contact Seller and meet its legal obligations; sign-in: Seller signs in with an email address and password, an emailed sign-in link or a supported third-party sign-in provider; passwords are handled by Cheeky’s authentication provider, and Cheeky does not store Seller’s password; tax details: Cheeky collects the tax details described in Section 11 in order to meet its tax reporting and withholding obligations, and stores them on its servers with restricted access; payouts and verification: the Payment Processor collects Seller’s bank details and identity documents directly, and Cheeky receives the status of Seller’s account and the last digits of Seller’s bank account in order to manage Payouts; pickup contacts: pickup addresses and the related contact names, telephone numbers and email addresses are shared with shipping carriers and logistics partners as described in Section 8.4 ; Store Page: the information described in Section 15.1 is displayed publicly; onboarding answers: while Seller completes onboarding, Seller’s unsaved answers (name, telephone number and address) are kept in Seller’s browser until onboarding is finished; and retention: Cheeky retains Seller’s tax and identity information while Seller’s account is active and thereafter for up to seven (7) years for tax and legal record-keeping. 13.2 Privacy requests. Seller may direct privacy questions and requests to privacy@cheeky-fit.com .\n\n14. Licence to Seller Content\n14.1 Ownership. As between the parties, Seller retains ownership of the Seller Content. 14.2 Licence grant. Seller hereby grants Cheeky a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, adapt (including by creating AI-processed images under Section 5.6 ), format, translate, display and distribute the Seller Content for the purposes of: operating the Marketplace and displaying Seller’s Store Page and Listings; and promoting Cheeky and Seller’s Listings, including in Cheeky’s marketing and on other websites and social media channels that promote Cheeky. 14.3 Service providers. Cheeky may permit its service providers to exercise the licence in Section 14.2 on Cheeky’s behalf for the purposes stated there. 14.4 Duration. The licence continues while the relevant Listing or Seller’s store is live and for a reasonable wind-down period afterwards to allow Cheeky to remove the Seller Content from active use. The licence continues for Seller Content already included in published marketing materials, in order and transaction records and in backups, which are removed as backups roll over. As provided in Section 5.6 , Cheeky retains product photographs after a Listing ends. 14.5 Seller’s warranties. Seller represents and warrants that it owns or holds all rights necessary to grant the licence in Section 14.2 , that every individual who appears in Seller’s photographs is an adult who has consented to that use, and that the Seller Content does not infringe any person’s rights or violate Applicable Law.\n\n15. Store Page and Seller Disclosures\n15.1 Store Page. Seller’s Store Page displays Seller’s store name, handle, description, policies, Listings and photographs; any contact email address, telephone number, address and social media links that Seller chooses to publish; and the city and country of Seller’s account address. 15.2 Seller identity disclosures. Certain laws require marketplaces to inform buyers of the identity of the seller. In particular, India’s Consumer Protection (E-Commerce) Rules, 2020 require the seller’s name, address and contact details to be displayed. Where such a law applies, Seller agrees that Cheeky may display Seller’s legal or business name, address and contact details on Seller’s Store Page and Listings. 15.3 Accuracy of store information. Seller shall keep the details described in Section 15.2 , and its store’s return, refund, exchange, warranty and delivery information, accurate and up to date. 15.4 Grievances. Seller shall respond promptly to Buyer grievances that Cheeky passes to Seller, so that each grievance can be acknowledged within forty-eight (48) hours and resolved within one (1) month, as the rules described in Section 15.2 require.\n\n16. Term, Suspension and Termination\n16.1 Term. This Agreement commences when Seller accepts it under Section 1.3 or Section 1.7 and continues until terminated in accordance with this Section 16. 16.2 Termination by Seller. Seller may stop selling and terminate this Agreement at any time. To close its store, Seller shall send a request to sellers@cheeky-fit.com ; Seller cannot delete its own store through the Portal. 16.3 Termination by Cheeky for convenience. Cheeky may terminate this Agreement for convenience on fifteen (15) days’ notice to Seller. 16.4 Suspension and termination for cause. Cheeky may suspend or limit Seller’s store, hide Listings, hold Payouts under Section 10.7 , or terminate this Agreement immediately, with notice where practicable, if: Seller breaches this Agreement or the Terms of Service; Cheeky reasonably believes that Seller’s activity creates a risk of fraud, harm, or legal or financial exposure for Buyers, Cheeky or others; Cheeky must do so to comply with Applicable Law, a court order or a request from a government authority; or Seller’s account with the Payment Processor is closed or restricted. 16.5 Suspension instead of deletion. A store that has Orders, Payouts or reviews is suspended rather than deleted, so that order, tax and dispute records remain intact. 16.6 Effect of termination. Termination of this Agreement does not end Seller’s obligations in respect of open Orders, returns, refunds, disputes and chargebacks, or Cheeky’s obligation to pay Seller the Payouts properly due, less any amounts that Cheeky may deduct under Section 10 . 16.7 Survival. Sections 2 , 7 , 9 to 14 and 16 to 25 , Section 8 in respect of any Order placed before termination, and any other provision that by its nature is intended to survive, survive the termination of this Agreement.\n\n17. Representations and Warranties\n17.1 Seller’s representations and warranties. Seller represents and warrants that: Seller has full power and authority to enter into and perform this Agreement; the information that Seller provides to Cheeky is accurate and complete; Seller shall comply with all Applicable Law relating to its business, its Items and its sales, including consumer-protection, product-safety, labelling, import and export, and tax laws; and Seller’s Items and Seller Content meet the requirements of Sections 5 , 6 , 7 and 14 .\n\n18. Indemnification\n18.1 Indemnity. Seller shall defend, indemnify and hold harmless Cheeky-Fit Inc. and its officers, directors, employees and agents from and against any third-party claim, and any resulting losses, damages, fines, penalties, costs and reasonable legal fees, arising out of or relating to: Seller’s Items, including product-liability, safety and authenticity claims; Seller’s Listings and Seller Content, including claims that they infringe intellectual property or other rights; Taxes for which Seller is responsible under Section 11 ; Seller’s handling of Buyer Data; or Seller’s breach of this Agreement or Applicable Law. 18.2 Procedure. Cheeky shall notify Seller promptly of any claim for which Cheeky seeks indemnification, shall permit Seller to control the defence of the claim with counsel reasonably acceptable to Cheeky, and shall cooperate at Seller’s expense. Seller shall not settle any claim in a manner that admits fault on the part of Cheeky or imposes obligations on Cheeky without Cheeky’s prior written consent. Cheeky may participate in the defence with counsel of its own choosing at its own cost.\n\n19. Disclaimers\n19.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MARKETPLACE, THE PORTAL AND THE OTHER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CHEEKY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 19.2 CHEEKY DOES NOT WARRANT ANY LEVEL OF SALES, TRAFFIC OR PLACEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. 19.3 AI-PROCESSED IMAGES AND THE OTHER TOOLS THAT CHEEKY MAKES AVAILABLE TO SELLER ARE AIDS ONLY, AND SELLER REMAINS RESPONSIBLE FOR ITS LISTINGS.\n\n20. Limitation of Liability\n20.1 BUSINESS-TO-BUSINESS AGREEMENT. SELLER ACKNOWLEDGES THAT THIS AGREEMENT IS A BUSINESS-TO-BUSINESS AGREEMENT AND AGREES THAT THE LIMITATIONS IN THIS SECTION 20 ARE REASONABLE. 20.2 EXCLUSION OF CERTAIN DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STATUTE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. 20.3 CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CHEEKY’S TOTAL AGGREGATE LIABILITY TO SELLER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SELLER TO CHEEKY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. 20.4 EXCEPTIONS. SECTIONS 20.2 AND 20.3 DO NOT APPLY TO OR LIMIT: (A) CHEEKY’S OBLIGATION TO PAY SELLER THE PAYOUTS PROPERLY DUE UNDER SECTION 10 , WHICH AMOUNTS ARE NOT SUBJECT TO, AND DO NOT COUNT TOWARDS, THE CAP IN SECTION 20.3; (B) SELLER’S OBLIGATIONS UNDER SECTION 18 ; (C) SELLER’S OBLIGATION TO PAY AMOUNTS OWED TO CHEEKY; (D) SELLER’S BREACH OF SECTION 12 (BUYER DATA) OR SECTION 21 (CONFIDENTIALITY); (E) LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT; OR (F) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.\n\n21. Confidentiality\n21.1 Definition. “ Confidential Information ” means non-public information that Cheeky makes available to Seller through the Portal or otherwise in connection with this Agreement, including Portal features, fee or programme terms not published on Cheeky’s website, business and performance information, and Buyer Data. 21.2 Obligations. Seller shall use Confidential Information only to sell on the Marketplace under this Agreement, shall protect it with at least reasonable care, and shall not disclose it to any person other than Seller’s employees and advisers who need it for that purpose and are bound by duties of confidentiality no less protective than those in this Section 21. 21.3 Exclusions. Section 21.2 does not apply to information that: is or becomes public through no fault of Seller; was lawfully in Seller’s possession before Cheeky made it available; or Seller is required by law to disclose, provided that Seller gives Cheeky notice of the requirement where the law permits. 21.4 Duration. Seller’s obligations under this Section 21 continue for three (3) years after this Agreement ends and, for Buyer Data, for as long as Seller holds it.\n\n22. Dispute Resolution, Arbitration and Class Action Waiver\n22.1 Informal resolution. Before commencing arbitration or any court proceeding, a party asserting any dispute, claim or controversy arising out of or relating to this Agreement or Seller’s use of the Services as a seller, whether based in contract, tort, statute or any other legal theory (a “ Dispute ”), shall send the other party a written notice describing the Dispute: to Cheeky at legal@cheeky-fit.com , and to Seller at its account email address. The parties shall attempt in good faith to resolve the Dispute within thirty (30) days after the notice is sent. 22.2 AGREEMENT TO ARBITRATE. IF A DISPUTE IS NOT RESOLVED WITHIN THAT THIRTY (30) DAY PERIOD, THEN, EXCEPT AS PROVIDED IN SECTION 22.4 , SELLER AND CHEEKY AGREE THAT THE DISPUTE SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT IN A COURT OF LAW. 22.3 Rules and procedure. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section 22. The arbitration shall be administered by the American Arbitration Association (the “ AAA ”) under its Commercial Arbitration Rules in effect when the arbitration is filed, as modified by this Section 22, before a single arbitrator and in the English language. Hearings shall be held by video conference unless the arbitrator determines that an in-person hearing is necessary, in which case the hearing shall be held in Delaware or at another location that the parties agree. Payment of filing, administration and arbitrator fees is governed by the AAA Commercial Arbitration Rules. Except as provided in Section 22.7 , the arbitrator shall decide all issues, including the scope and enforceability of this Section 22. The award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction. 22.4 Exceptions. Notwithstanding Section 22.2 : either party may bring an individual claim in a small claims court of competent jurisdiction if the claim qualifies; either party may seek an injunction or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misuse of intellectual property rights, Confidential Information or Buyer Data; and if Seller is based in India, either party may seek urgent interim relief from a competent court in India. 22.5 CLASS ACTION WAIVER. SELLER AND CHEEKY MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE SELLER, PRESIDE OVER ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING, OR AWARD RELIEF TO ANY PERSON OTHER THAN THE INDIVIDUAL PARTIES. 22.6 JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER AND CHEEKY EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE, INCLUDING ANY CLAIM THAT PROCEEDS IN COURT UNDER SECTION 22.4 OR SECTION 22.7 . 22.7 Unenforceability of the class action waiver. If a court determines, after the exhaustion of all appeals, that the class action waiver in Section 22.5 is unenforceable as to a particular claim or request for relief, that claim or request alone shall be severed from the arbitration and may proceed in the courts identified in Section 23.2 , and it shall be stayed pending the completion of the arbitration of all other claims. A court, and not an arbitrator, shall decide whether Section 22.5 is enforceable. The remainder of this Section 22 remains in effect. 22.8 Right to opt out. Seller may opt out of this Section 22 by sending an email to legal@cheeky-fit.com within thirty (30) days after the date on which Seller first accepts this Agreement or, for a Seller described in Section 1.7 , within thirty (30) days after the date on which this Agreement takes effect for Seller. The email shall state Seller’s name, store name and account email address and shall contain a clear statement that Seller opts out of arbitration. 22.9 Effect of opting out. If Seller opts out in accordance with Section 22.8 , neither the agreement to arbitrate in Section 22.2 nor the waivers in Sections 22.5 and 22.6 apply to Seller, and any Dispute shall be resolved exclusively in the courts identified in Section 23.2 . Opting out does not affect any other provision of this Agreement.\n\n23. Governing Law and Venue\n23.1 Governing law. This Agreement and any Dispute are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and Section 22 is governed by the Federal Arbitration Act. 23.2 Venue. Any Dispute that is not arbitrated, including a Dispute of a Seller that has opted out under Section 22.8 and any claim severed under Section 22.7 , shall be brought exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts. This Section 23.2 does not limit Section 22.4 . 23.3 Mandatory law. Nothing in this Agreement excludes the application of any mandatory provision of Applicable Law that cannot be excluded by agreement.\n\n24. General Provisions\n24.1 Assignment. Seller shall not assign or transfer this Agreement or its store without Cheeky’s prior written consent. Cheeky may assign this Agreement to an affiliate or in connection with a merger, acquisition, financing, sale of assets or reorganisation. 24.2 Entire agreement. This Agreement, including the documents incorporated by reference in Section 1.5 , constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior understandings concerning that subject matter. A separate written agreement signed by both parties prevails over this Agreement to the extent that it expressly so provides. 24.3 Severability. If any provision of this Agreement is held unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions remain in full force and effect. Section 22.7 governs the unenforceability of the class action waiver. 24.4 No waiver. A party’s failure or delay in enforcing any right under this Agreement does not waive that right. A waiver is effective only if it is in writing. 24.5 Force majeure. Neither party is liable for any delay or failure in performance caused by events beyond its reasonable control, such as natural disasters, epidemics, war, civil unrest, strikes, carrier disruptions, power or internet outages, or government action. This Section 24.5 does not excuse any payment obligation or Seller’s obligation to refund Buyers. 24.6 No third-party beneficiaries. This Agreement is for the sole benefit of the parties, and no other person may enforce any of its terms. 24.7 Electronic communications. Seller consents to receiving communications from Cheeky electronically, including by email and through the Portal, and agrees that electronic communications satisfy any legal requirement that a communication be in writing. 24.8 Language. This Agreement is written in English. If it is translated, the English version controls.\n\n25. Notices and Contact Information\n25.1 Notices to Seller. Cheeky may give notices to Seller by email to Seller’s account email address or through the Portal. 25.2 Notices to Cheeky. Seller shall send legal notices to legal@cheeky-fit.com and may send a copy to the following address: 25.3 Effectiveness. A notice given by email takes effect when sent, unless the sender receives a notice of delivery failure. 25.4 Contact information. Seller may contact Cheeky: with questions about selling on the Marketplace, at sellers@cheeky-fit.com ; for legal notices and arbitration opt-out notices, at legal@cheeky-fit.com ; and for privacy matters, at privacy@cheeky-fit.com .\n\nRevision History\nOctober 29, 2026 First published.", "structuredData": [ { "@context": "https://schema.org", "@graph": [ { "@type": "Organization", "@id": "https://www.cheeky-fit.com/#organization", "name": "Cheeky-Fit Inc.", "alternateName": "Cheeky", "url": "https://www.cheeky-fit.com/", "logo": { "@type": "ImageObject", "@id": "https://www.cheeky-fit.com/#logo", "url": "https://www.cheeky-fit.com/icon-1024x1024.png", "contentUrl": "https://www.cheeky-fit.com/icon-1024x1024.png", "width": 1024, "height": 1024, "caption": "Cheeky logo: a clothes hanger whose hook is a script C, with a heart on the hanger" }, "image": "https://www.cheeky-fit.com/images/marketing/social-share.png", "description": "Cheeky is an AI-native closet app with a global fashion 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