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NIWERS TERMS OF SERVICE

Effective Date: pending — company being formed Last Updated: pending — company being formed Version: 2026-05-v1.0

⚠️ IMPORTANT NOTICE — PLEASE READ CAREFULLY

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 17). BY ACCEPTING THESE TERMS, YOU AGREE TO RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION RATHER THAN COURT, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. PLEASE REVIEW SECTION 17 CAREFULLY. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 17.6.

Introduction

These Terms of Service ("Terms" or "Agreement") constitute a binding legal agreement between you ("you", "User") and pending — company being formed d/b/a Niwers ("Niwers", "we", "us", or "our"), a California limited liability company.

These Terms govern your access to and use of the Niwers mobile application (iOS and Android), the website at niwers.com, and any related services (collectively, the "Niwers Platform" or "Service").

By creating an account, accessing, or using the Niwers Platform, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you must not use the Niwers Platform.

These Terms are entered into in accordance with the Federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and applicable state electronic signature laws. Your electronic acceptance constitutes a legally binding signature.

1. ABOUT NIWERS

1.1. Service Description

Niwers is a fashion-focused social commerce marketplace mobile application. The Niwers Platform allows Users to:

1.2.1. Marketplace, Not Seller. Niwers is an online marketplace that connects buyers ("Buyers") with independent third-party Sellers. Niwers is not the seller, manufacturer, importer, or supplier of any products listed on the Niwers Platform. Niwers does not own, sell, resell, furnish, deliver, manage, or control any products.

1.2.2. No Sale Contract with Niwers. When you purchase a product through the Niwers Platform, the contract of sale is formed exclusively between you and the Seller. Niwers is not a party to that contract. All matters related to product quality, delivery, warranty, post-sale service, and returns are the sole responsibility of the Seller.

1.2.3. Interactive Computer Service. Niwers operates as an "interactive computer service" within the meaning of 47 U.S.C. § 230 (Section 230 of the Communications Decency Act). To the maximum extent permitted by law, Niwers is not the publisher or speaker of content provided by Users or Sellers and is not liable for such content.

1.2.4. INFORM Act Compliance. Niwers complies with the INFORM Consumers Act (15 U.S.C. § 45f) by verifying high-volume third-party Sellers, displaying their contact information, and providing a reporting mechanism for suspicious activity. See our INFORM Act Disclosures.

1.3. Niwers Guarantee

Niwers, in its sole discretion, may resolve disputes between Buyers and Sellers and may, at its option, issue refunds or take other remedial action under the Niwers Guarantee. The Niwers Guarantee is a discretionary program, not a warranty or insurance, and Niwers may modify, suspend, or terminate it at any time. See our Returns Policy for details.

1.4. Product Authenticity and Seller Representations

1.4.1. Sellers represent and warrant that they own all rights necessary to sell the products they list, including all trademark, copyright, and other intellectual property rights, or have obtained valid licenses to do so.

1.4.2. Niwers does not independently verify product authenticity and relies on Sellers' representations. Niwers operates a DMCA notice-and-takedown procedure (see DMCA Policy) and a strict anti-counterfeiting policy (see Acceptable Use Policy).

1.4.3. If you believe a product listing infringes intellectual property rights or otherwise violates these Terms, please report it to [email protected] (general IP) or [email protected] (copyright).

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1. Eligibility Requirements

To use the Niwers Platform, you must:

Users under 13 are strictly prohibited. If we learn that we have collected information from a child under 13, we will delete the account and information promptly.

2.2. Account Registration

2.2.1. You must provide accurate, current, and complete information during registration and keep it updated.

2.2.2. You may not create more than one account per person. Niwers reserves the right to terminate duplicate accounts.

2.2.3. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account. Notify Niwers immediately at [email protected] if you suspect unauthorized access.

2.2.4. Niwers reserves the right to refuse registration, suspend, or terminate any account at our sole discretion.

2.3. Seller Accounts

To list products as a Seller, you must additionally accept the Niwers Seller Agreement and meet additional requirements, including:

3. ACCEPTABLE USE

3.1. General Conduct

You agree to use the Niwers Platform only for lawful purposes and in accordance with these Terms and our Acceptable Use Policy, which is incorporated by reference.

3.2. Prohibited Conduct

You may not, and may not assist or permit anyone to:

3.3. Counterfeit and IP Infringement — Zero Tolerance

Niwers maintains a strict zero-tolerance policy against counterfeit goods and intellectual property infringement. A single confirmed violation may result in immediate, permanent termination of your account and may be reported to law enforcement, brand owners, payment processors, and third-party platforms.

See our Acceptable Use Policy and DMCA Policy for details.

3.4. Violations and Enforcement

Niwers may, in its sole discretion and without notice, take any action it deems appropriate, including:

You waive any claim against Niwers for actions taken in good faith under this Section 3.

4. USER CONTENT

4.1. Ownership of Content

You retain ownership of any content you create and submit to the Niwers Platform ("User Content"), including photos, videos, text, comments, reviews, and collections.

4.2. License Grant to Niwers

By submitting User Content, you grant Niwers a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable, and transferable license to:

This license survives termination of your account for purposes of (a) backup and archival, (b) legal compliance, (c) historical records of past transactions, and (d) any User Content already shared or republished by other Users or third parties.

4.3. Right of Publicity

By submitting User Content that includes your name, likeness, voice, or persona, you grant Niwers the right to use such elements in marketing and promotional materials, subject to the license in Section 4.2.

4.4. User Content Representations

You represent and warrant that:

4.5. Niwers's Right to Moderate

Niwers may, but is not obligated to, monitor, review, or remove User Content. We may use automated tools (including AI-based content moderation) and human review. Removal decisions are at Niwers's sole discretion.

Consistent with Section 230(c)(2) of the Communications Decency Act, Niwers may restrict access to content it considers objectionable, regardless of whether such material is constitutionally protected.

4.6. Content Reporting

Users may report content that violates these Terms via in-app reporting tools or by emailing [email protected]. Reports of copyright infringement should be sent to [email protected] per the DMCA Policy.

5. PURCHASES AND PAYMENTS

5.1. Sale Contract Between Buyer and Seller

When you purchase a product through the Niwers Platform, you enter into a direct contract of sale with the Seller. Niwers is not a party to this contract and is not responsible for the Seller's performance, including delivery, quality, or warranty.

5.2. Payment Processing

5.2.1. Payments are processed by Stripe, Inc., a third-party payment processor. By making a purchase, you agree to Stripe's Services Agreement and Privacy Policy.

5.2.2. Niwers operates as a marketplace facilitator under applicable state laws. Niwers, through Stripe, collects and remits applicable sales tax on behalf of Sellers.

5.2.3. Niwers does not receive, store, or process your full payment card information. Card data is handled directly by Stripe under PCI DSS Level 1 compliance.

5.3. Pricing and Currency

5.3.1. All prices on the Niwers Platform are displayed in U.S. Dollars (USD) and may exclude applicable sales tax, which is calculated and added at checkout.

5.3.2. Niwers reserves the right to correct pricing errors. If a Seller posts an incorrect price, Niwers may, in its sole discretion, cancel the order and refund the Buyer.

5.4. Order Confirmation

Order confirmation is provided by email and in-app notification. The order is binding when (a) payment is successfully captured by Stripe and (b) the Seller accepts the order.

5.5. Tax Reporting

5.5.1. Sellers are responsible for income tax reporting. Niwers may issue IRS Form 1099-K to Sellers as required by applicable thresholds (currently $5,000+ in gross payments per the IRS phased rollout).

5.5.2. Niwers complies with sales tax obligations as a Marketplace Facilitator in all 45+ states with marketplace facilitator laws.

5.6. Cross-Border Restrictions (Phase 1)

In the current launch phase:

5.7. Shipping and Delivery

5.7.1. Sellers are responsible for shipping, packaging, and timely delivery of orders.

5.7.2. Standard shipping timeframes (Seller-set) typically 3–5 business days to ship + 1–7 business days transit, depending on shipping method and location.

5.7.3. Niwers is not responsible for delays, damage, or loss caused by shipping carriers.

6. RETURNS AND REFUNDS

6.1. Niwers Returns Policy

Niwers operates a 14-day return policy for buyer protection, which exceeds the requirements of any state law. See the full Returns Policy for details.

6.2. Niwers Guarantee

In addition to the standard returns policy, Niwers offers the Niwers Guarantee at its sole discretion, providing additional buyer protection in cases of:

The Niwers Guarantee is a discretionary program, not insurance. Niwers may modify, suspend, or terminate the Niwers Guarantee at any time.

6.3. Refund Processing

Refunds are returned to the original payment method, typically processed within 3–7 business days after approval.

6.4. State-Specific Consumer Rights

Some states provide additional consumer rights. Nothing in these Terms is intended to limit consumer rights under applicable state law, including but not limited to:

Where state law provides greater rights than this Agreement, those state law rights apply.

7. PRIVACY

7.1. Privacy Policy

Your privacy is important to us. Our Privacy Policy describes how we collect, use, and share your information. By using the Niwers Platform, you consent to the practices described in our Privacy Policy.

7.2. California Residents

California residents have additional rights under the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA). See our California Privacy Notice for details.

7.3. Multi-State Privacy Rights

Residents of Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, Iowa, Tennessee, Indiana, New Jersey, Delaware, and other states with comprehensive privacy laws have rights described in our Privacy Policy.

7.4. Global Privacy Control (GPC)

Niwers honors the Global Privacy Control (GPC) signal as a request to opt out of the sale and sharing of personal information for cross-context behavioral advertising.

8. INTELLECTUAL PROPERTY

8.1. Niwers IP

The Niwers Platform, including its name, logo, trademarks, software, design, code, and content created by Niwers, is the exclusive property of Niwers and protected by U.S. and international intellectual property laws.

8.2. Limited License to You

Subject to your compliance with these Terms, Niwers grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Niwers Platform for personal, non-commercial purposes.

8.3. Trademarks

"Niwers" and the Niwers logo are trademarks of pending — company being formed. You may not use them without prior written permission.

If you believe content on the Niwers Platform infringes your copyright, please follow the procedure in our DMCA Policy and submit a notice to our designated DMCA agent at [email protected].

8.5. Trademark Infringement

Trademark infringement claims should be sent to [email protected] with:

8.6. Repeat Infringer Policy

In accordance with 17 U.S.C. § 512(i), Niwers maintains a policy of terminating accounts of repeat infringers in appropriate circumstances. Given the zero-tolerance counterfeit policy, a single confirmed IP violation may result in permanent account termination.

9. NIWERS GUARANTEES AND DISCLAIMERS

9.1. "AS IS" and "AS AVAILABLE"

THE NIWERS PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, NIWERS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

9.2. No Warranty on Third-Party Content

NIWERS MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING:

9.3. State Law Limitations

Some states do not allow disclaimers of implied warranties. In such states, Niwers's warranties are limited to the minimum scope and duration permitted by law.

10. LIMITATION OF LIABILITY

10.1. Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NIWERS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

This applies regardless of the legal theory (contract, tort, strict liability, or otherwise) and even if Niwers has been advised of the possibility of such damages.

10.2. Cap on Liability

NIWERS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE NIWERS PLATFORM SHALL NOT EXCEED THE GREATER OF:

10.3. Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to:

10.4. State Law

Some states do not allow the exclusion or limitation of certain damages. In such states, Niwers's liability is limited to the maximum extent permitted by law.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Niwers, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Niwers reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us. You agree to cooperate with Niwers's defense.

12.1. Third-Party Content

The Niwers Platform may contain links to third-party websites, services, or content. Niwers does not endorse, control, or accept responsibility for any third-party content.

12.2. Third-Party Services

The Niwers Platform integrates with third-party services, including:

Use of these services is governed by their respective terms.

13. APP STORE TERMS

13.1. Apple App Store Users

If you downloaded the Niwers Platform from the Apple App Store, you acknowledge:

13.2. Google Play Users

Similar provisions apply to users who downloaded the Niwers Platform from Google Play.

14. TERMINATION

14.1. Termination by You

You may terminate your account at any time through Settings → Delete Account. After a 30-day grace period, your data is deleted in accordance with our Privacy Policy, subject to legal retention requirements.

14.2. Termination by Niwers

Niwers reserves the right to suspend or terminate your account at any time, with or without notice, for any or no reason, including:

14.3. Effect of Termination

Upon termination:

15. CHANGES TO THE TERMS

15.1. Right to Modify

Niwers may modify these Terms at any time. We will notify you of material changes through:

15.2. Effective Date of Changes

Material changes take effect 30 days after notice, except changes required by law or regulation, which take effect immediately. Continued use of the Niwers Platform after the effective date constitutes acceptance of the modified Terms.

15.3. Your Right to Reject

If you do not agree to the modified Terms, you must stop using the Niwers Platform and may terminate your account. Continued use is deemed acceptance.

16. GENERAL PROVISIONS

16.1. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law principles. The Federal Arbitration Act governs Section 17 (Arbitration).

16.2. Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

16.3. No Waiver

Niwers's failure to enforce any provision is not a waiver of its right to enforce the provision later.

16.4. Assignment

You may not assign or transfer these Terms without Niwers's prior written consent. Niwers may assign these Terms freely.

16.5. Entire Agreement

These Terms, together with the Privacy Policy and other Niwers Policies referenced herein, constitute the entire agreement between you and Niwers and supersede all prior agreements.

16.6. Force Majeure

Niwers is not liable for any failure or delay caused by events beyond reasonable control, including natural disasters, war, terrorism, pandemic, government action, internet outage, or third-party service failure.

16.7. No Third-Party Beneficiaries

Except as expressly stated (Section 13 for Apple/Google), these Terms create no third-party beneficiary rights.

16.8. Notices

16.9. Electronic Communications

By using the Niwers Platform, you consent to receive electronic communications from Niwers, including emails, in-app notifications, and SMS (where applicable). Electronic communications satisfy any legal requirement for written notice.

16.10. Survival

Sections that by their nature should survive termination (including 1.2, 4.2, 6, 8, 9, 10, 11, 17) survive termination of these Terms.

17. ⚖️ ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

THIS SECTION CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ CAREFULLY.

17.1. Agreement to Arbitrate

You and Niwers agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Niwers Platform, or the relationship between you and Niwers (including, but not limited to, contract, tort, statutory, fraud, misrepresentation, or other claims) ("Dispute") shall be resolved exclusively through final and binding individual arbitration, except as expressly carved out in Section 17.5.

This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA").

17.2. Arbitration Administrator and Rules

17.2.1. Arbitration shall be administered by JAMS under its Streamlined Arbitration Rules and Procedures (as in effect at the time of the demand for arbitration). The JAMS Rules are available at www.jamsadr.com.

17.2.2. If JAMS is unavailable, the parties shall agree on an alternative administrator. If they cannot agree, the American Arbitration Association (AAA) shall administer under its Consumer Arbitration Rules.

17.3. Arbitration Procedure

17.3.1. Pre-Arbitration Notice. Before initiating arbitration, you must send a written notice to [email protected] describing the Dispute and the relief sought. Niwers will have 60 days to respond. The parties shall attempt in good faith to resolve the Dispute informally.

17.3.2. Demand for Arbitration. If informal resolution fails, you may file a Demand for Arbitration with JAMS, with a copy to Niwers at [email protected].

17.3.3. Location. Arbitration shall take place in San Francisco, California, unless you request a different location. JAMS shall determine the location based on convenience for the consumer.

17.3.4. Arbitrator's Authority. The arbitrator has exclusive authority to resolve all Disputes, including the scope, enforceability, and interpretation of this arbitration agreement, except as provided in Section 17.4 (class action waiver).

17.3.5. Decision Final and Binding. The arbitrator's decision is final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

17.4. Class Action Waiver

YOU AND NIWERS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate claims or preside over any class, collective, or representative arbitration. The validity and enforceability of this Class Action Waiver shall be determined by a court, not the arbitrator.

If the Class Action Waiver is found unenforceable in a particular case, the parties agree that the entire arbitration agreement (Section 17) is null and void, and the Dispute shall proceed in court (subject to other carve-outs in these Terms).

17.5. Carve-Outs (Disputes Not Subject to Arbitration)

The following Disputes are excluded from arbitration:

17.6. ⏰ 30-Day Right to Opt Out of Arbitration

You may opt out of this arbitration agreement within 30 days after first accepting these Terms. To opt out:

If you opt out, neither party will be required to arbitrate; however, all other provisions of these Terms remain in full effect.

Opting out does not affect any prior arbitration agreements with Niwers.

17.7. Costs and Fees

17.7.1. Filing Fees. For Disputes initiated by consumers, Niwers will pay all filing, administration, and arbitrator fees to the extent required by JAMS Consumer Minimum Standards. For Disputes initiated by Niwers, Niwers will pay its own fees.

17.7.2. Attorney's Fees. Each party is responsible for its own attorney's fees, except as otherwise provided by applicable law.

17.7.3. Frivolous Claims. If the arbitrator finds a claim or defense was frivolous or brought for an improper purpose, the arbitrator may award fees and costs to the prevailing party.

17.8. Confidentiality

The arbitration proceeding (and the existence and content of any settlement or award) is confidential, except as required by law or as necessary to enforce an award.

17.9. Severability of Arbitration Agreement

Except as provided in Section 17.4 (class action waiver), if any provision of this Section 17 is found unenforceable, the remaining provisions remain in effect.

17.10. Survival

This Section 17 survives termination of these Terms or your account.

18. CONTACT INFORMATION

For questions or notices about these Terms:

Topic Contact
General Support [email protected]
Legal [email protected]
Privacy / CCPA [email protected]
DMCA Notices [email protected]
INFORM Act / Seller Verification [email protected]
Returns [email protected]
Mailing Address pending — company being formed
pending — company being formed
Attn: Legal Department

19. ACKNOWLEDGMENT

By creating an account or using the Niwers Platform, you acknowledge that:

Version: 2026-05-v1.0 Effective Date: pending — company being formed