Terms of Service

1. Agreement and Scope

These Terms of Service (the "Terms") form a binding agreement between you and BERTHA, Inc., a Delaware corporation, together with its applicable affiliates ("BERTHA," "we," "us," or "our"). By creating an account, clicking to accept, listing or purchasing a product, or otherwise accessing or using the Services, you agree to these Terms and any policies incorporated by reference.

If you use the Services for a company or other organization, you represent that you have authority to bind it, and "you" includes that organization. If you do not agree, do not use the Services.

Additional terms may apply to particular features, countries, payment methods, promotions, or services. If additional terms conflict with these Terms, the additional terms control only for the applicable feature or transaction.

2. Key Definitions

"Buyer" means a person who browses, orders, or purchases through the Services. "Seller" means a person or entity that offers or sells products through the Services. "Product" includes physical goods and any other item BERTHA expressly permits. "Content" means text, images, audio, video, data, reviews, listings, trademarks, and other materials. "Transaction" means an order or sale facilitated through the Services. "Creator" means a registered user who participates in the BERTHA Creator Community by submitting video content. "Creator Rewards" means the monetary reward credits earned through Creator Community activity and credited to a user's BERTHA Rewards balance.

3. Eligibility and Accounts

You must be at least 18 years old and legally capable of entering a binding contract. You may not use the Services if applicable law prohibits you from doing so or if BERTHA previously suspended or terminated you, unless BERTHA provides written permission.

BERTHA may refuse registration, require additional verification, or impose account limits where reasonably necessary for safety, compliance, fraud prevention, or platform integrity.

• Provide accurate, current, and complete registration and verification information and keep it updated.
• Protect account credentials and promptly report suspected unauthorized access.
• Accept responsibility for activity conducted through your account, except to the extent caused by BERTHA's breach of applicable law.
• Maintain only the number of accounts BERTHA permits and do not transfer an account without written approval.
• Complete identity, business, tax, banking, sanctions, fraud, or age verification when requested.

4. Marketplace Role and Contracting Parties

Unless a product page expressly identifies BERTHA or a BERTHA affiliate as the seller, BERTHA provides marketplace technology and related services but is not the seller, manufacturer, importer, exporter, distributor, or owner of third-party products. The sales contract is between the Buyer and the identified Seller. Sellers are independent businesses and are not BERTHA's agents, employees, franchisees, partners, or representatives.

BERTHA may facilitate listings, payments, logistics, customer service, refunds, trust-and-safety reviews, and dispute support. Those activities do not make BERTHA a party to a third-party sale except where law requires or BERTHA expressly agrees in writing.

5. Buyer Terms

Product availability is not guaranteed. An order acknowledgement does not necessarily constitute acceptance. The Seller or BERTHA may reject or cancel an order for inventory error, pricing error, suspected fraud, legal restriction, payment failure, shipping limitation, or other legitimate reason. Any collected amount for a canceled order will be refunded as required by law and the applicable policy.

• Review the listing, Seller identity, price, taxes, delivery estimate, return terms, restrictions, and total charge before ordering.
• Provide accurate billing, shipping, customs, and contact information.
• Use a payment method you are authorized to use and pay all amounts shown at checkout.
• Inspect delivered products and report missing, damaged, unsafe, counterfeit, or materially nonconforming products within the applicable policy period.
• Do not abuse refunds, chargebacks, promotions, reviews, claims, or buyer-protection programs.

6. Seller Terms

A Seller must comply with these Terms, Schedule 1, all incorporated seller policies, and all laws applicable to its business, products, advertising, pricing, labeling, packaging, taxes, exports, imports, consumer rights, and fulfillment.

• Hold all rights, licenses, registrations, permits, approvals, and insurance reasonably required for the Seller and its products.
• Sell only authentic, lawful, safe, accurately described products and maintain substantiation for all claims.
• Identify the responsible manufacturer, importer, distributor, and country of origin when required.
• Honor orders, published warranties, return obligations, recalls, and customer-service commitments.
• Maintain accurate inventory and ship within stated handling times using valid tracking when required.
• Keep complete transaction, sourcing, safety, tax, and compliance records and provide them to BERTHA when reasonably requested.
• Not redirect marketplace transactions off-platform to avoid fees, safeguards, or legal requirements.

7. Listings and Product Information

Listings must be truthful, complete, current, and not misleading. Sellers are responsible for product titles, descriptions, specifications, images, warnings, certifications, pricing, inventory, variation data, compatibility claims, sustainability or origin claims, and legally required disclosures. Comparative, health, environmental, financial, and performance claims must be adequately substantiated.

BERTHA may edit formatting, translate, categorize, syndicate, test presentation, or remove listings, but is not required to pre-screen them. Automated translation or categorization may contain errors; the Seller remains responsible for the underlying listing and must promptly correct inaccuracies.

8. Pricing, Payments, Taxes, and Currency

Prices, fees, shipping charges, duties, taxes, and currency are displayed at or before checkout where practicable. Currency conversion rates and third-party bank charges may vary. Sellers may not engage in deceptive pricing, price fixing, unlawful discrimination, or manipulation of reference prices.

BERTHA may use affiliated or independent payment service providers. You authorize BERTHA and those providers to collect, process, store, settle, refund, reverse, or otherwise handle transaction funds and related information as needed to provide the Services and comply with law. Payment-provider terms may also apply.

Each party is responsible for taxes legally imposed on it. BERTHA may calculate, collect, withhold, report, or remit taxes where required, and may request tax documentation. Tax estimates may change based on the final shipping address, classification, or legal rules.

9. Orders, Shipping, Delivery, Returns, and Refunds

Order acceptance, title transfer, and risk of loss are determined by the applicable listing, shipping terms, law, and any published BERTHA policy. Delivery dates are estimates unless expressly guaranteed. Cross-border orders may be delayed by customs, inspections, carriers, weather, civil disruption, or other events outside reasonable control.

Returns, exchanges, refunds, and cancellation rights are governed by the applicable BERTHA policy, the Seller's disclosed terms, and mandatory consumer law. Mandatory rights prevail over inconsistent policy terms. BERTHA may issue a refund or other remedy, charge the responsible party, or take other proportionate action to resolve a dispute.

10. Fees, Payouts, Reserves, and Setoff

Sellers pay the fees set out in the applicable fee schedule, which BERTHA may update with reasonable notice. BERTHA may deduct fees, refunds, chargebacks, fines, adjustments, and other amounts owed from payouts or reserves before remitting net proceeds. BERTHA may hold a reserve proportionate to risk, transaction volume, or legal requirement.

Payouts are subject to verification, fraud review, legal hold, and applicable law. BERTHA may delay, withhold, or reverse a payout if a dispute, chargeback, regulatory inquiry, or compliance concern is pending. Sellers must maintain a valid payout method and promptly update banking information.

10.1 Service Excellence Commission Incentive

Sellers who maintain a BERTHA-verified customer rating of 4.75 or above and meet all other Service Excellence criteria may qualify for a reduced commission rate as described in the applicable fee schedule. Eligibility is assessed monthly. BERTHA may modify, suspend, or discontinue the incentive with reasonable notice.

11. Prohibited Products and Conduct

You may not use the Services to list, sell, buy, facilitate, or promote products or conduct that is illegal, unsafe, deceptive, infringing, or otherwise prohibited by BERTHA's policies. BERTHA may update prohibited-product and prohibited-conduct lists at any time.

• Counterfeit, stolen, or unauthorized goods.
• Weapons, controlled substances, hazardous materials, or items requiring special licenses not held.
• Content that is defamatory, harassing, hateful, obscene, or violates privacy.
• Spam, phishing, malware, unauthorized data collection, or circumvention of security measures.
• Manipulation of search results, reviews, ratings, or platform metrics.
• Unauthorized scraping, crawling, or automated access beyond permitted API use.

12. Seller Verification and Marketplace Transparency

BERTHA may require Sellers to complete identity, business, tax, banking, sanctions, and product-safety verification. BERTHA may publish Seller identity, location, rating, and compliance information to Buyers as required by law or marketplace policy. Sellers must cooperate with verification requests and promptly correct inaccurate information.

13. Product Safety, Recalls, and Regulatory Cooperation

Sellers must comply with all applicable product-safety, labeling, certification, and recall laws. If a product is recalled, subject to a safety alert, or found to be unsafe, the Seller must notify BERTHA immediately, cooperate with any recall or corrective action, and bear associated costs. BERTHA may remove listings, notify Buyers, or take other action to protect safety.

14. Reviews and User Content

You retain ownership of Content you submit. You grant BERTHA a worldwide, nonexclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, adapt, translate, publish, distribute, display, perform, and use that Content to operate, secure, improve, market, and promote the Services, subject to applicable privacy law. The license lasts for the period reasonably necessary for those purposes, including backups, legal retention, and previously distributed marketing materials.

You represent that you have the rights needed to submit the Content and that it is accurate, lawful, and not misleading. Reviews must reflect genuine experience. BERTHA may label, rank, decline, restrict, or remove Content under its policies and law, and may provide notice or appeal mechanisms where required.

14.1 Trusted Sellers

Effective January 1, 2026, a Merchant Vendor must maintain a BERTHA-verified customer rating of at least 4.75 out of 5.00 to be eligible for placement in the Trusted Sellers section of the BERTHA Marketplace. Placement is not automatic or permanent. BERTHA may review eligibility monthly and may remove or withhold placement when the rating falls below 4.75 or applicable program requirements are not met.

14.2 Creator Community and User-Generated Video Content

The BERTHA Creator Community ("Creator Community") allows registered users ("Creators") to submit short-form video content featuring or reviewing products available on the BERTHA Marketplace. Participation is voluntary and subject to this Section 14.2, Section 14, and any additional Creator Community guidelines published by BERTHA.

Product Tagging Requirement. Every video submission must be tagged to an active, published BERTHA product. Submissions without a valid product tag will be rejected. By tagging a product, you represent that the video genuinely features or reviews that product and that you have not been compensated to provide a false or misleading endorsement. If you received the product free of charge or received any other material benefit in connection with the video, you must disclose that fact in the video or its description in compliance with applicable advertising and endorsement laws.

Content Standards. Creator videos must be original, accurate, and comply with BERTHA's Content policies and all applicable laws. You may not submit videos that are defamatory, harassing, hateful, obscene, sexually explicit, violent, or that infringe any third-party intellectual property right. BERTHA uses automated AI moderation and human review to screen submissions. BERTHA may approve, reject, or remove any video at its sole discretion without prior notice.

License Grant. By submitting a video to the Creator Community, you grant BERTHA the same worldwide, royalty-free license described in Section 14 above, including the right to display your video on product pages, the Creator Community feed, marketing materials, and third-party platforms. You retain ownership of your video subject to that license.

Creator Tiers. BERTHA may offer tiered access levels (e.g., Bronze, Silver, Gold, Platinum) based on accumulated Creator Rewards points. Tier benefits, including access to vendor partnership opportunities, sponsored content briefs, affiliate commission eligibility, and storefront features, are described in the Creator Community guidelines and may change with reasonable notice. Tier status is not a vested right and may be adjusted for inactivity, policy violations, or program changes.

Creator Rewards. Creators may earn Creator Rewards credits for qualifying engagement on their approved videos, including likes and shares received, and for shares they make of other approved videos, subject to the earning rates, daily caps, and anti-abuse rules set out in the Creator Community guidelines. Creator Rewards credits are credited to the Creator's BERTHA Rewards balance and are subject to Section 19 of these Terms. BERTHA may modify earning rates, caps, and eligibility criteria with reasonable notice. Important: reward credits are earned only for likes and shares that occur within the BERTHA Marketplace through BERTHA's own engagement features. Engagement that originates externally — including likes, comments, or re-shares on third-party social media platforms — does not qualify for Creator Rewards, regardless of whether the content originated from a BERTHA share link.

Anti-Abuse and Bot Protection. Engagement that is artificially generated, automated, coordinated, or otherwise inauthentic does not qualify for Creator Rewards. BERTHA employs technical and manual controls to detect abuse, including user-agent screening, account-age requirements, rate limiting, and view-verification tokens. Accounts found to be engaging in artificial engagement may have Creator Rewards reversed, accounts suspended, and may be subject to further action under Section 21.

Affiliate Commission. Gold-tier and above Creators may be eligible to earn a referral commission on qualifying purchases made through their unique affiliate link, at the rate published in the Creator Community guidelines. Commission eligibility, calculation, payment timing, and disqualifying events are governed by the affiliate terms incorporated into the Creator Community guidelines. BERTHA may modify or discontinue the affiliate program with reasonable notice.

Vendor Partnerships and Sponsored Briefs. Silver-tier and above Creators may browse and apply for vendor partnership opportunities. Gold-tier and above Creators may browse and apply for paid sponsored content briefs posted by Sellers. Any compensation, free product, or other material benefit received through a vendor partnership or sponsored brief must be disclosed in the relevant video in compliance with applicable advertising and endorsement laws. BERTHA is not a party to the arrangement between a Creator and a Seller and is not responsible for payment disputes arising from those arrangements.

Creator Storefronts. Eligible Creators may have a public Creator Storefront page displaying their approved videos and tagged products. Storefronts are subject to BERTHA's content and community standards. BERTHA may remove or restrict a Storefront for policy violations or inactivity.

15. Intellectual Property

The Services, software, design, databases, text, graphics, logos, trademarks, and other BERTHA materials are owned by or licensed to BERTHA and protected by law. Except for the limited right to use the Services under these Terms, no rights are transferred to you. You may not copy, reverse engineer, modify, distribute, sell, lease, or create derivative works from protected elements except as law expressly permits.

"BERTHA," BERTHA Marketplace, associated logos, and trade dress are BERTHA marks. You may not use them without prior written permission or in a way that implies sponsorship, endorsement, or affiliation.

16. Copyright Complaints

BERTHA respects intellectual property rights. A copyright owner or authorized agent may submit a notice identifying the copyrighted work, the allegedly infringing material and its location, contact information, a good-faith statement, an accuracy-and-authority statement under penalty of perjury, and a physical or electronic signature.

Designated Copyright Agent: Swyft Legal, BERTHA, Inc., 1814 North Memorial Way Houston, Texas 77007, email: support@swyftlegal.com, phone: (877) 721-4579. BERTHA may forward a notice to the affected user. Counter-notices must include the information required by applicable law. BERTHA may terminate repeat infringers in appropriate circumstances.

17. Privacy and Data Use

BERTHA's Privacy Policy explains how personal information is collected, used, shared, retained, and protected. By using the Services, you acknowledge those practices. Sellers that receive Buyer information may use it only to fulfill transactions, provide authorized service, comply with law, and for other purposes expressly permitted by BERTHA and the Buyer. Sellers may not sell Buyer data, add Buyers to marketing lists without valid consent, or use data to circumvent BERTHA.

If you process personal information for BERTHA or offer products to individuals in jurisdictions with data-protection requirements, you must execute and comply with any required data-processing terms and honor applicable rights requests.

18. Communications and Electronic Records

You consent to receive agreements, notices, disclosures, receipts, and records electronically. You may retain them by printing or saving a copy. You must keep your email address and mobile number current. Transactional and service messages may be sent as permitted by law. Marketing messages are subject to applicable consent and opt-out rights.

Electronic acceptance and signatures have the same effect as handwritten signatures to the extent permitted by law. You are responsible for compatible hardware, software, and internet access.

19. Promotions, Rewards, and Gift Instruments

Promotions, coupons, credits, rewards, gift cards, referrals, or similar benefits may have separate terms, eligibility rules, expiration rules, geographic limits, and fraud controls. They have no cash value except where required by law, may not be resold unless permitted, and may be canceled or adjusted for error, abuse, or illegality. Mandatory gift-card and consumer-protection laws control over inconsistent terms.

BERTHA Rewards Program. BERTHA operates a loyalty rewards program ("BERTHA Rewards") under which eligible registered users may earn reward credits from qualifying purchases, Creator Community activity, referrals, and other activities described in the program terms. Reward credits are denominated in U.S. dollars and credited to the user's BERTHA Rewards balance.

Earning Creator Rewards. Creators earn reward credits for qualifying engagement on approved Creator Community videos as described in Section 14.2 and the Creator Community guidelines. Earning rates, daily caps, and eligibility criteria are set by BERTHA and may be updated with reasonable notice. Credits are earned only for likes and shares that occur within the BERTHA Marketplace through BERTHA's own engagement features. Engagement originating on external social media platforms — including likes, comments, shares, or reactions on Facebook, Instagram, X (Twitter), WhatsApp, TikTok, or any other third-party platform — does not qualify for Creator Rewards, even if the content was originally shared from BERTHA. Credits are not earned for inauthentic, automated, or policy-violating engagement.

Redemption at Checkout. Authenticated users may apply available BERTHA Rewards credits as a discount at checkout, subject to the following: (i) the maximum redemption per order is 25% of the order subtotal, as may be adjusted by BERTHA from time to time; (ii) redemption is available only to registered, authenticated users — guest checkout is not eligible; (iii) reward credits have no cash value and may not be transferred, sold, or exchanged for cash except where required by law; (iv) BERTHA may limit, suspend, or terminate redemption eligibility for accounts with suspected abuse, fraud, or policy violations.

Expiration and Forfeiture. Reward credits may expire as described in the program terms. Credits may be forfeited upon account closure, suspension, or termination, or if earned through activity later found to violate these Terms. BERTHA will provide reasonable notice of material changes to expiration rules where practicable.

Program Changes. BERTHA may modify, suspend, or discontinue the BERTHA Rewards program or any component of it, including earning rates, redemption caps, tier benefits, and eligibility rules, with reasonable notice. Continued use of the Services after notice constitutes acceptance of the modified program terms.

20. Third-Party Services

The Services may link to or integrate with third-party websites, carriers, payment providers, identity services, social networks, or other services. Third parties control their own services and terms. BERTHA is not responsible for third-party content or acts, except to the extent liability cannot lawfully be excluded.

20.1 AI-Powered Security and Financial Monitoring

BERTHA uses automated and AI-assisted tools, including the ASKARI WA PESA Transaction and AML Monitoring Agent (operating under AML-001 v1.3 and OFAC-001 v1.1), UJANJA (fraud and synthetic-account detection under ATFP-001 v1.0), and MUUZAJI (vendor risk and due diligence), to monitor transactions, payout requests, account activity, and platform financial flows for fraud, money laundering, structuring, refund abuse, sanctions exposure, and other financial misconduct. These tools operate within a human-in-the-loop framework: no automated system takes consequential action (account restriction, payout hold, or fund seizure) without review and approval by an authorised BERTHA security officer. All AI-generated outputs are drafts for human verification and are not authorities for legal, financial, regulatory, AML, or KYC determinations (AIPS-001 v1.1).

By using the Services, you consent to this monitoring as a condition of access. BERTHA may use findings from AI-assisted financial analysis to restrict accounts, hold payouts, require additional verification, or report activity to relevant financial intelligence authorities as required by applicable law.

AI-generated risk assessments are investigative tools, not final determinations. You have the right to contest a hold or restriction by contacting BERTHA support and providing evidence. BERTHA will review contested decisions within the timeframe specified in the applicable SLA.

BERTHA's AI security agents apply a conflict-of-interest rule: if a monitoring matter involves the account, business, or payment instrument of a BERTHA executive, the matter is routed to a separate designee and outside counsel is recommended. Matters involving other BERTHA executives or employees are labeled accordingly and routed to both designees.

21. Suspension and Termination

You may stop using the Services and close your account subject to outstanding obligations. BERTHA may restrict, suspend, or terminate access; remove Content or listings; cancel transactions; hold funds; or take other proportionate action when reasonably necessary for breach, fraud, risk, safety, legal compliance, nonpayment, inactivity, or protection of users or the Services.

Where practicable and not prohibited by law or safety concerns, BERTHA will provide notice and an opportunity to cure before permanent termination. Sections that by their nature survive termination — including intellectual property, indemnification, limitation of liability, and dispute resolution — continue in effect.

22. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR UNINTERRUPTED AVAILABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW. BERTHA DOES NOT WARRANT THAT PRODUCTS LISTED BY THIRD-PARTY SELLERS ARE SAFE, AUTHENTIC, ACCURATELY DESCRIBED, OR FIT FOR ANY PURPOSE. BERTHA DOES NOT ENDORSE ANY SELLER, PRODUCT, REVIEW, OR CREATOR VIDEO CONTENT.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BERTHA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BERTHA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO BERTHA IN THE 12 MONTHS BEFORE THE CLAIM AROSE OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS; IN THOSE JURISDICTIONS, LIABILITY IS LIMITED TO THE MINIMUM EXTENT PERMITTED BY LAW.

24. Indemnification

You will defend, indemnify, and hold harmless BERTHA and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your Content; (c) your products or transactions; (d) your violation of these Terms or applicable law; or (e) your infringement of third-party rights. BERTHA may assume control of the defense of any claim subject to indemnification, at its expense.

25. Dispute Resolution; Arbitration; Class Waiver

26. Governing Law

These Terms and any dispute not governed by the Federal Arbitration Act are governed by Delaware law, without regard to conflict-of-laws principles. This choice does not deprive a consumer of mandatory protections of the consumer's country, state, province, or territory of residence.

27. International and Cross-Border Use

You are responsible for compliance with applicable import, export, customs, sanctions, anti-boycott, anti-bribery, anti-money-laundering, product, consumer, and data laws. You may not use the Services for the benefit of a prohibited person or from a comprehensively sanctioned territory unless authorized by law and BERTHA.

For Buyers in the European Economic Area, United Kingdom, or other jurisdictions with mandatory platform or consumer rights, those rights apply notwithstanding inconsistent provisions. BERTHA may provide trader traceability, notice-and-action, reasons for content decisions, appeal, recall, transparency, or out-of-court dispute options where required. The U.N. Convention on Contracts for the International Sale of Goods does not apply, unless mandatory law provides otherwise.

28. Changes to These Terms

BERTHA may update these Terms at any time. Material changes will be communicated by posting the updated Terms with a new effective date and, where practicable, by email or in-product notice. Continued use of the Services after the effective date of a material change constitutes acceptance. If you do not agree, you must stop using the Services before the effective date.

29. General Provisions

These Terms, together with incorporated policies, constitute the entire agreement between you and BERTHA regarding the Services and supersede prior agreements on the same subject. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force. BERTHA's failure to enforce a provision is not a waiver. You may not assign your rights or obligations without BERTHA's written consent. BERTHA may assign its rights and obligations in connection with a merger, acquisition, or sale of assets. Headings are for convenience only.

30. Contact Information

BERTHA, Inc. · 8 The Green STE A, Dover, KENT COUNTY, DE 19901, United States · Email: info@bertha.info · For legal notices: legal@bertha.info