If you publish a product, sell a product or otherwise make (or allow any third party to make) a product available by means of the Services (any such material, “Products”), you are entirely responsible for the Product, and any harm resulting from, that Product. By making Products available, you represent and warrant that such Product:
With respect to Products, Tagomy charges a fee for each sale conducted via the Platform (the Fees) that is equal to 15% of the cost of the Product plus ninety-five cents. In addition to the Fees, you are responsible for paying all fees and applicable taxes associated with the sale of physical Products (the Taxes).
Tagomy Vendor accounts with a balance exceeding $1000 are eligible to redeem their account balance through a payment once per month period for all sales up to a week before the payment date. Deposits may take 2-3 business days to reach your account. In exceptional cases, payments may be temporarily delayed or withheld by the Tagomy risk team as described in "AVAILABILITY OF SERVICES, SUSPENSION AND TERMINATION" section.
You agree not to publish, offer for sale, sell or otherwise distribute any of the following items on, through or connected with your Account:
Subject to the terms and conditions of this Agreement and Tagomy's policies and procedures, Tagomy shall use commercially reasonable efforts to provide the Tagomy Services in a manner that will not disrupt your business. You acknowledge and agree that from time-to-time the Tagomy Services may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Tagomy may undertake from time to time; or (iii) causes beyond the reasonable control of Tagomy or that are reasonably unforeseeable by Tagomy, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that Tagomy is not liable for these periodic interruptions in availability of the Tagomy Services and further acknowledge that Tagomy does not guarantee access to the Tagomy Services on a continuous and uninterrupted basis.
Tagomy may decline, delist or halt sales or Promotion of any Product or Digital Good, close an Account, and/or suspend or terminate the Tagomy Services at any time, in its sole discretion, without cause or notice to you or any penalty or liability for doing so.
Tagomy, in its sole discretion, may suspend or terminate your Account(s), or retain any or all funds in your Tagomy account, if Tagomy suspects or has reason to believe and/or if a person otherwise claims that you have violated the law or breached any term of this Agreement. In addition to the foregoing, and all other rights and remedies available to Tagomy at law or in equity and notwithstanding anything in the Agreement to the contrary, in the event you breach any term of this Agreement, or your Account becomes dormant and/or has a negative balance, Tagomy will have the right to immediately suspend or terminate your Account and your rights to access, use and/or otherwise participate in the Tagomy Services. Upon such termination, you agree to immediately cease all use of the Tagomy Services. Without limiting the foregoing, Tagomy shall have the right to immediately terminate your access and use of the Tagomy Services, or any portion thereof, in the event of any conduct that Tagomy, in its sole discretion, considers to be unacceptable. Following suspension or termination of an Account or retaining of funds pursuant to this Section, Tagomy will review your Account in a manner determined by Tagomy in its sole discretion. You agree to cooperate with this review if asked. If the review concludes that there is a reasonable basis to believe misconduct has occurred, you agree that Tagomy may retain funds in your Tagomy account as liquidated damages and/or for the benefit of Tagomy or third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (i) are not a penalty, and (ii) are reasonable and not disproportionate to such presumed damages to Tagomy.
Tagomy may temporarily withhold any portion of the funds in your Account if Tagomy, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness you may have incurred with Tagomy or any Buyer If you maintain a refund rate in excess of 15%, you agree that we may retain an amount equal to 25% of your current balance for 90 days on a rolling basis to cover the cost of refunds. If you maintain a refund rate significantly above this amount, your Account may be subject to additional fees.
Tagomy will, in its sole and absolute discretion, allow for the return or replacement of any Digital Good or Product purchased using our services within 60 days from the date of purchase for any of the following reasons:
When a product is returned, the customer generally receives a full refund. Payouts from that sale are debited from your account balance. Due to the nature of Digital Goods, the customer may retain a copy of the Digital Good, and in many cases, has received a benefit from the Digital Good prior to the return. In such cases, we may issue a refund for less than the full purchase price. You may not require Buyers to agree to any terms that reduce or limit Tagomy's return policy.
Buyers requesting serial or repeated returns may be blocked from making further purchases using the Platform.
In connection with this Agreement, Tagomy may disclose to you and/or you may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Tagomy (collectively, “Confidential Information”). Except as required to perform your obligations under and in accordance with the terms of this Agreement, you shall not disclose or use the Confidential Information, without the express prior written consent of Tagomy. You may not use any Confidential Information for the purpose of soliciting, or to permit others to solicit, Tagomy users to subscribe to any other services or promote the sale of any products that compete, either directly or indirectly, with Tagomy or the Tagomy Services, including without limitation the functionality offered by the Platform. You agree and acknowledge that Tagomy may be required to provide to governmental agencies or other third parties information in its possession regarding you or the business you conduct with Tagomy.
It is your sole responsibility to obtain and maintain all applicable licenses and permits required for the operation of your business.
In the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever (Claim) in connection with your use of the Tagomy Services, the Platform, your Products, Digital Goods, or Promotions, you shall defend, indemnify and hold harmless Tagomy, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (Tagomy Parties), from and against any and all damages, liabilities, claims or costs (including the costs of investigation, defense, reasonable attorneys' fees and costs) (Losses) incurred by any Tagomy Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
Upon receiving notice of a Claim for which Tagomy is entitled to indemnification by you, Tagomy shall provide you with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at your sole expense; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by Tagomy will require Tagomy's prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve you of your indemnification obligations; and (iii) Tagomy may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Tagomy's own expense, unless you fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case you shall pay all expenses related to Tagomy's use of such counsel.
In the event that Tagomy incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or in relation to your Products or Promotions, including copyright infringement complaints under the DMCA, Tagomy reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to you by Tagomy up to a maximum of ten thousand dollars ($10,000) per event. In the event that Tagomy incurs any Losses relating to your violation of Tagomy's Email/Text Message/Telemarketing policy, Tagomy reserves the right, in its sole discretion, first to recover such Losses by deducting a reasonable, commensurate amount from any monies owed to you by Tagomy up to a maximum of twenty thousand dollars ($20,000) per event. You understand and agree that the remedies set forth above are not exhaustive and that Tagomy retains all rights to indemnification described herein. You authorize Tagomy to make, and release Tagomy from any liability in connection with, any such deductions.