Terms of Service
Hi, there! We’re Tictail AB (“Tictail,” “we,” “us,” or “our”), and we’re happy to welcome you to Tictail.com. Before getting started, please be sure to read our Terms of Service carefully.
If you are signing up for a Tictail account as a consumer (hereinafter referred to as a “Shopper”), you’ll need to read and agree to everything in this document except section 6 (For Shop Owners), section 7 (Payments) and such other terms that are directly referring to Shop Owners. If you are a Shop Owner (as defined below) you must read and agree to all terms outlined in this document, which is a legally binding agreement. If you do not agree to the terms that apply to you, you may not use this Service.
The Terms may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms and Tictail’s Terms of Service available in another language, the most current English version of the Terms available at https://tictail.com/terms-of-service shall govern. Questions about the Terms should be directed to tictail.com/ask.
IMPORTANT NOTE FOR USERS BASED IN THE UNITED STATES: YOU SHOULD READ CAREFULLY THE SECTION BELOW TITLED “DISPUTES AND CHOICE OF LAW”. IT CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, AND THESE THINGS AFFECT YOUR LEGAL RIGHTS.
Description of Service
Tictail is an online platform that offers Shop Owners the tools necessary to create an online shop (the “Shop”), and to start marketing and selling their products instantly. Tictail also offers its users a global community (the “Marketplace”), where Shop Owners can market and sell their goods (“Products”). The Marketplace offers increased interaction, traffic, and exposure to millions of shoppers worldwide, and additional sales accompanied by a commission fee as applicable.
You understand that it is the Shop Owner who is solely responsible for customer service and the quality and marketing of the Products. Tictail itself does not offer, market, or sell the Products. Tictail isn’t a party to any transaction between buyers and sellers of Products, and we have no control over—or responsibility for—the quality, safety, legality, or efficacy of any Product. It is the Shop Owner, not Tictail, who provides descriptions and other information about the Products. We cannot control whether the descriptions and user content associated with the Products are truthful and accurate, and by using the Service, you agree that you understand that Tictail is not responsible for any statements, faults, or omissions concerning the Products. The Shop Owner is responsible for complying with all applicable laws including consumers’ rights.
You may not use the Tictail Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction, including but not limited to copyright laws, the laws applicable to you in your customer’s jurisdiction, or the laws of Sweden. You will comply with all applicable laws, rules and regulations in your use of the Service. All Shop Owners are prohibited to sell Prohibited Products, further defined herein.
We reserve the right not to provide Services in respect to any Transaction you submit which we believe in our sole discretion is in violation of this Agreement, any other Tictail or Third Party Provider´s agreement, or exposes you, Tictail, Third Party Providers, or any other third party to actual or potential risk or harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with Third Party Services, other third parties, or law enforcement about you, your Transactions, or your Tictail Payments Account.
The Service is controlled and operated from facilities in Sweden and the European Union. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own will and are entirely responsible for compliance with all applicable laws and regulations, including but not limited to consumer rights, Taxes, and export and import regulations. You may not use the Service if you are a resident of a country embargoed by Sweden or any of the European Union Member States or are a foreign person or entity blocked or denied by the Government of Sweden or any of the European Union Members States.
You understand that your user content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
We may modify all or any part of the terms and conditions of the Agreement from time to time by posting the relevant amended and restated terms and conditions on Tictail’s website. This may occur without notice to you. Such amendments to the Agreement are effective as of the date of posting. You are therefore encouraged to check the Agreement regularly so that you are aware of your current rights and obligations. Your continued use of Tictail.com (the “Website”), after the publication of amendments of the Agreement, constitutes your binding acceptance of the updated terms and conditions. If at any time the terms and conditions of the Agreement are no longer acceptable to you, you should immediately cease to use the Website.
Support, including technical support to Shop Owners, is provided to Account Owners and is only available via tictail.com/ask.
You must be 16 years or older—or at least the age of majority in the jurisdiction where you reside or from which you use this Service—to start an account. If you are 16 years or older, but under the age of majority in your jurisdiction, please review this Agreement with a parent or guardian to ensure its terms are understood.
To access and use the Services, you must register for a Tictail account (“Account”). The User agrees that any personal information required by Tictail to register an Account (“Registration Information”) will be provided accurately and completely, and also agrees to keep Registration Information fully up to date at all times. You hereby authorize us, at our own discretion, to retrieve additional information about you from third parties, including credit bureaus and other information providers and identification services. Tictail may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
The person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of this Agreement, and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.
If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner and you shall represent and warrant that you have the authority to bind your employer to this Agreement.
You are responsible for keeping your password secure. Tictail cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. You agree to immediately notify Tictail of any security breach of your Account.
We have no obligation to accept anyone as an Account Owner, and we have sole and complete discretion to accept or reject any Account Owner.
We reserve the right to refuse Service to—and to terminate an Account for—anyone for any reason at any time.
You acknowledge that Tictail will use the email address you provide as our primary method of communication.
You are responsible for all activity and content such as data, graphics, photos, videos, and links that are uploaded under your Tictail Account (“User Content”). You agree not to transmit any worms or viruses, or any code of a destructive nature using your Tictail Account.
A breach or violation of any term in the Agreement, as determined at the sole discretion of Tictail, may result in an immediate termination of the Service.
We reserve the right to modify or terminate the Service for any reason, without prior notice at any time.
We may, but have no obligation to, remove User Content and Accounts containing material that we determine at our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable—or that violates any party’s intellectual property or the terms and conditions of this Agreement. For further information, see Prohibited Products.
Verbal or written abuse of any kind (including threats of abuse or retribution) toward any Tictail customer, Tictail employee, member, or officer will result in immediate Account termination.
Tictail does not pre-screen User Content and it is within our sole capability to refuse or remove any User Content that is available via the Service.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, a government issued photo ID, the last four digits of your credit card on file, etc.
Tictail retains the right to determine, using our sole judgment, rightful Account ownership and to transfer an Account to its rightful owner. If we are unable to reasonably determine the rightful Account owner, Tictail reserves the right to temporarily disable an Account until a resolution has been reached by the disputing parties.
Although Tictail may refer to you as a Shopper, you do not need to place an order to sign up for a Tictail Account. As a Shopper, you can contact a Shop Owners using the messaging tool Tictail Talk. No information will be made public, but Tictail reserves the right to block Shoppers who are abusing Tictail Talk, based on reports from Shop Owners or other users.
A Shopper may report issues with any order on Tictail.com. While Tictail cannot guarantee refunds, we will act as the intermediary between Shop Owners and Shoppers. Shop Owners who ignore or do not respond to such reports risk suspension from Tictail.
A Shopper may also leave a public comment pertaining to the order. In such cases, the comment and the Shopper’s username will be displayed on the Shop page. Tictail reserves the right to remove inappropriate or illegal comments; however, it is the Shopper who is responsible for the content of the comment and for ensuring that it will not be deemed illegal under any applicable laws.
Tictail may save a shipping address and bank card details for signed-in Shoppers completing a purchase on the Shopper’s account. These can be reused when placing further orders.
A Shopper who has either signed up for a Tictail Account or has purchased from a Shop through the Marketplace hereby agrees to receive marketing emails from Tictail. A Shopper may choose to opt out of receiving such emails by updating their Account settings on Tictail.com.
Tictail may, at its own discretion, add or remove features and applications from a Tictail Account without prior notice. Any material changes will be communicated using the email address you provided upon registration.
For Shop Owners
Tictail hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited-in-time license to use the Services (the “License”). The License shall be for the term of this Agreement only. Neither the License nor any other provision hereof shall grant any rights within the Service, or any other intellectual property rights except the limited License of use outlined above.
The Shop Owner shall;
Make sure Products are accurately represented using high-quality images and detailed descriptions that include all necessary specifications (sizing, color, etc.);
Set accurate expectations for each order with respect to delivery time;
Help Shoppers stay informed about the status of their orders;
Notify Shoppers—and process a refund as quickly as possible—if unable to complete an order; and
Respond to messages and emails from Shoppers in a timely manner. A Shopper should receive a reply within seven days—but the faster the response time, the better.
You may receive personal information pertaining to your Shoppers through operation of the Service. You may not share such information with any third party; send unsolicited, unrelated, or spam communications; engage in an excessive rate of messaging; or misuse or abuse this information in any other way.
You are solely and exclusively responsible for determining what, if any, Taxes apply to the sale of your Products and services, and/or the payments you receive in connection to your use of the Service. It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. Tictail is not obligated to determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities (including, e.g., 1099 forms for U.S Shop Owners) regarding transactions processed via Tictail’s Payments Service.
A Shop Owner may not attempt to divert any user or dissuade any purchase through the Marketplace, including without limitation, in favor of a purchase through the Shop Owner’s custom Tictail shop, or to otherwise attempt to circumvent the Fees (as defined below). Shop Owners may not, without limitation: (i) introduce or display links or URLs that lead users away from the Marketplace; (ii) send or display a message to any user offering a Product or soliciting a sale other than through the Marketplace; or (iii) cancel or return any order placed through the Marketplace with an offer to resell the canceled or returned Product not through the Marketplace. Tictail reserves the right to suspend or terminate any Shop or Shop OwnerAccount that is in violation of these Terms and/or to charge fees in connection with the sale of any Product Tictail determines was made in violation of these Terms.
Code of conduct
You shall not: (i) permit any third party to access the Services, including but not limited to the software, except as permitted herein and to carry out transactions; (ii) create derivate works based on the Services; (iii) copy, frame, or mirror any part of the content of the Services, other than copying or framing for your internal business purposes, (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any of the Services; or (v) access the Services in order to build a competitive product or service.
You shall not purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use Tictail or Tictail’s trademarks and/or variations and misspellings thereof.
You will not access or use the Service if you are our direct competitor, unless you obtain our prior written consent. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
You will not interfere with or attempt to interrupt the proper operation of the Service through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Service through hacking, password or data mining, or any other means.
You will not cover, block, or in any way interfere with any advertisements, watermarks, colophons and/or safety features (e.g., report abuse button) on the Website or Service.
You may purchase Apps (as defined below) for your Shop via Tictail.com. In all cases, applications are Shop-specific. This means that when purchasing an application for your Shop, you will be granted a revocable, non-exclusive, non-transferable, limited-in-time license to use that application only in relation to that particular Shop. If you have other Shops connected to your Account, you will be required to purchase any additional applications separately for each one.
Upon purchasing a domain name through Tictail, domain registration will be pre-set to automatically renew each year so long as your Tictail Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you wish to do so.
We reserve the right to provide our Services to your competitors, and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Tictail employees and contractors may also be Tictail customers and Shop Owners, and that they may compete with you (though they may not use your confidential information in doing so).
Payment of fees
You will pay the Fees applicable to your Service and any other applicable fees, including but not limited to those relating to the processing of transactions under your Account (“Transaction Fees”), and any fees relating to your purchase of any products or services such as Tictail Plus, domain names, or Third Party Services (“Additional Fees”).
For completed purchases through the Marketplace—and any subsequent orders from the same customer, either via your Shop or the Marketplace—Tictail may take a commission of the transaction value to complete the purchase (“Commission”). Together, the Transaction Fees, the Additional Fees, and the Commission are referred to as the “Fees”.
You must keep a valid payment method on file with Tictail to pay for all incurred and recurring Fees. Tictail will charge applicable Fees to the credit card account that you authorize (“Authorized Card”), and will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated and any and all outstanding Fees and other amounts owed to Tictail have been paid in full. Unless otherwise indicated, all Fees and other charges are in EUR.
Fees connected to your application subscriptions may be paid in advance either annually or monthly. If monthly payment is selected, the subscription Fee will be billed in 30 day intervals (each such date will be referred to as a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Tictail’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been collected. Fees will appear on an invoice, which will be sent to the Account Owner via the email address provided. In addition, an invoice will appear on the Account page of your Tictail administration console. Users have 14 days to settle any issues relating to the billing of subscription Fees.
Because we’ve built automatic renewals into our subscriptions, it is important that you read and understand the following:
WHEN YOU SIGN UP FOR A SUBSCRIPTION (MONTHLY, ANNUAL, OR OTHERWISE), YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL IT. YOU MAY CANCEL AT ANY TIME BY FOLLOWING THE INSTRUCTIONS MADE AVAILABLE THROUGH THE SERVICE, AND THE CANCELLATION WILL TAKE EFFECT AT THE EXPIRATION OF THE THEN-CURRENT TERM. AGAIN, IF YOU DO NOT CANCEL, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNDER THE SAME SUBSCRIPTION.
We may modify the Fees at any time by posting a notice of such modification through the Service. Any such modification shall go into effect no less than thirty (30) days after it is posted. We’ll notify the User in advance of any change in the recurring amount to be charged for Subscriptions.
All Fees exclude applicable federal, provincial, state, local, or other governmental sales, goods, and services; harmonized or other taxes; and fees or charges now in force or enacted in the future (“Taxes”).
You are responsible for all applicable Taxes that arise from—or as a result of—your subscription to or purchase of Tictail’s products and services. These Taxes are based on the rates applicable to the billing address you provide to us. Such amounts are in addition to the Fees for such products and services, and will be billed to your Authorized Card; captured via split payment; or charged from your Tictail account. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
Upon completion of sign up for the Service, Tictail will automatically create a Payments Account on your behalf, using your email address and the URL(s) and business name associated with your Account.
You acknowledge that Tictail’s integrated payments service (“Payments Service”) will be your default payments gateway, and that it is your sole responsibility as the Account Owner to activate and maintain this account during the term of this Agreement. If you do not wish to keep the payment account active, it is your responsibility to deactivate it. For the avoidance of doubt, the Payments Service is a Third Party Service operated by Stripe Payments Europe, Ltd. (“Stripe”), a limited company incorporated under the laws of Ireland, which is a technical service provider and agent of Valitor hf, a bank licensed under the laws of Iceland (“Valitor”). Stripe’s role is to accept and process payments with respect to sales of your products and services through Internet-based transactions. When creating an account on Tictail.com, you automatically sign up for a Stripe Account (“Payments Account”), to enable payment transactions on your Shop.
You may only use the Payments Service for the sale of items listed in your Shop, and agree to ship products once the payment transaction is complete and funds are available in the Payments Account.
By using the Payments Service in your Shop, you are agreeing to be bound by Stripe’s Connected Account Agreement, as they may be amended by Stripe from time to time. Tictail is not a party to any of Stripe’s terms or conditions and is not liable to you in respect thereof. If you do not agree to be bound by Stripe’s terms and conditions, or any changes thereto, you must deactivate your Stripe Account and your Tictail Account.
The Payments Service allows you to accept payment by credit and debit cards, and additional alternative payment methods such as iDeal and Sofort. Tictail may add or remove one or more supported payment methods at any time without prior notice to you.
The termination of this Agreement does not relieve you of your financial obligations as set out in this Agreement and Stripe, Valitor, the Payment Networks, or our payment processor(s) may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations outlined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings.
In connection with each transfer, Tictail will charge a transaction fee depending on the transaction value. The transaction fee may be amended from time to time.
These transaction fees are applicable to all transactions that occur through the Payment Service.
When a customer purchases a Product from your Shop, the funds are transferred directly to your Payments Account, minus the commission and fees described above, which are transferred directly to Tictail.
The Shop Owner agrees to and allow that Tictail may charge additional applicable Fees to the Payments Account instead of the payment method on file for services like Apps and commission (“Internal Billing”).
If the Shop Owner lists and subsequently sells a Product in a currency other than that of the Shop Owner’s connected bank account, Tictail will settle the associated transaction proceeds in the currency of the Shop Owner’s bank account. When such a service is required, Tictail or the receiving bank may apply an additional transaction charge in accordance with the price list.
If a Shopper purchases from a Shop Owner who lists Products in a currency other than the shopper’s browsing currency, Tictail may automatically calculate the listing price in the shopper’s browsing currency. If such calculation is required, Tictail will apply an additional transaction charge of 2.5%.
Holds, delays, and charges
All funds resulting from a completed transaction will be reflected as a balance in a seller’s Payment Account. Transfer of payouts to your payout account will be made in accordance with Stripe’s terms and conditions. If Tictail reasonably determines that Tictail may incur losses resulting from credit, fraud, criminal behavior, or other legal risks associated with your use of the Service, Tictail may communicate this to Stripe. You hereby agree that such communication from Tictail may lead to your funds being withheld by Stripe for up to 90 days. The same shall apply in cases of chargebacks, disputes, reports from shoppers to Tictail, or when a Shop Owner’s Account is terminated.
Tictail may impose transaction limits or refuse service to a Shop Owner or Shopper at any time. Tictail may cancel a transaction if Tictail reasonably determines that the Shop Owner is involved in criminal or fraudulent behavior; or that the quality, authenticity, or other features of the Products do not conform to the description thereof; or if there are any other legal risks associated with the transaction. In such cases, Tictail will communicate this to Stripe, who may hold or repay the funds to the Shopper. Tictail will communicate its decision to cancel the transaction to the Shop Owner, who can choose not to deliver the Products until the situation has been resolved.
If there are insufficient funds in the Payments Account to cover the amount of a refund, an Internal Bill, or a chargeback, the Shop Owner agrees to and allows that Tictail may charge the connected payment method or the connected bank account in order to adjust the balance on the Payments Account.
Processing card transactions
You will not impose any fee or surcharge on a Shopper that seeks to use an eligible payment card. You will provide a receipt to the Shopper at the conclusion of the purchase transaction that includes all information required under applicable law.
Payouts and transaction history
Funds available for payout will be deposited to the connected bank account on a weekly basis, unless otherwise agreed upon. There will be a delay on each transaction before funds are available for deposit. Deposits to a Shop Owner’s bank account will be credited within 3-5 business days, but may in some cases take longer, depending on local bank rules, holidays, etc.
Notwithstanding the foregoing, you acknowledge that all credits for funds provided to you are provisional and subject to reversal, including, without limitation, adjustments for inaccuracies and errors (including rejects), and chargebacks, reversals, or claims in accordance with this Agreement and the card network payment rules, whether or not a transaction is charged back by the issuer of the card or the cardholder.
Full refunds must be for the exact amount of the original transaction, including tax, handling fees, and other charges. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to the customer for postage costs incurred for product returns. Refunds processed though the Service must be submitted within 60 days of the original transaction but in all cases, within 3 days of approving the cardholder refund.
When a chargeback is issued, you are immediately liable to Tictail for the full amount of payment of the Chargeback plus any associated Fees, fines, expenses, or penalties (including those assessed by the Payment Networks or our payment processors). You agree that we may recover these amounts from the bank account associated with your Service Account, or setting off any amounts owed to you by us. If we are unable to recover funds related to a chargeback for which you are liable, you will pay us the full amount of the chargeback immediately upon demand. You agree to pay all costs and expenses, including, without limitation, attorneys' fees and other legal expenses incurred by or on behalf of us in connection with the collection of any chargebacks unpaid by you.
You or Tictail may elect to contest chargebacks connected to your account. Tictail may provide you with assistance, including notifications and software, to help contest your chargebacks. We do not assume any liability for our role or assistance in contesting chargebacks.
You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any chargeback. You also grant us permission to share records or other information required with the cardholder, the cardholder's financial institution, and your financial institution to help resolve any disputes. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible chargeback.
If the cardholder's issuing bank or the Payment Network do not resolve a dispute in your favor, we may recover the chargeback amount and any associated fees from you as described in this Agreement.
We reserve the right, upon notice to you, to charge a fee for mediating or investigating chargeback disputes.
At any point, Tictail, Stripe, Valitor, the Payment Networks, or our payment processor(s) may determine that you are incurring excessive chargebacks. Excessive chargebacks may result in additional fees, penalties, or fines. Excessive chargebacks may also result in additional controls and restrictions to your use of the Service, including, without limitation, (i) changes to the terms of your Account, (ii) increases to your applicable Fees, (iii) delays in your payout schedule, or (iv) possible suspension or termination of your Account and the Service. The Networks may also place additional controls or restrictions as part of their own monitoring programs for Shop Owners with excessive chargebacks.
Limitation of Liability
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT (NEGLIGENCE) CLAIMS: (I) IN NO EVENT WILL WE BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICE, THE SITE, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICE, THE SITE, OR THE CONTENT SHALL BE LIMITED TO THE MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
You agree to indemnify and hold us—and, as applicable, our parent, subsidiaries, affiliates, Tictail partners, officers, directors, agents, employees, and suppliers—harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition—express, implied, or statutory.
Tictail does not warrant that the Service will be uninterrupted, timely, secure, or error-free.
Tictail does not warrant that results that may be obtained from the use of the Service will be accurate or reliable.
Tictail does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
Waiver and Complete Agreement
The failure of Tictail to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. This Agreement constitutes the entire agreement between you and Tictail and governs your use of the Service, superseding any prior agreements between you and Tictail (including, but not limited to, any prior versions of the Terms).
Intellectual Property and User Content
The Service contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Tictail (collectively referred to as the “Content”). The Content may be owned by us or by third parties, and it is protected under Swedish and United States laws and other foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.
We do not claim any intellectual property rights over the material you provide to the Tictail Service. All material you upload remains yours. You can remove your User Content at any time by deleting your Account.
By uploading User Content, you represent and warrant that you have the right to provide the User Content and agree: (a) to allow other Internet users to view your User Content; (b) to allow Tictail to display and store your User Content; and (c) that Tictail can, at any time, review all the User Content submitted by you to its Service. You hereby grant Tictail a non-exclusive, free of charge and royalty-free, worldwide, irrevocable, transferable, sub-licensable license to use and share the User Content (including, but not limited to, altering, translating, storing, copying or making it available or marketing it to the public or transferring any of these rights to Tictail’s partners).
You retain ownership over all User Content that you upload to your Tictail Shop; however, by making your Shop public, you agree to allow others to view this User Content. You are responsible for compliance of User Content with any applicable laws or regulations.
Tictail shall have the non-exclusive right and license to use the names, trademarks, service marks, and logos associated with your Shop to promote the Service.
We will not disclose your confidential information to third parties, except as required in the course of providing our Services. Confidential information includes any materials or information provided by you, to us, which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you, without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
Cancellation and Termination
You may cancel your Account at any time by visiting tictail.com/ask and following the instructions indicated to you there by Tictail.
Upon termination of the Service by either party for any reason:
Tictail will cease providing you with the Services and you will no longer be able to access your Account;
Unless otherwise provided in the Terms, you will not be entitled to refunds of any Fees, pro rata or otherwise;
Any outstanding balance owed to Tictail for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
Your Shop website will be taken offline.
If you purchased a domain name through Tictail, this domain, upon cancellation, will no longer be automatically renewed. Following cancellation, it will be your sole responsibility to handle all related matters with the domain provider.
If on the date of termination of the Service, there are any outstanding Fees owed by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
We reserve the right to modify or terminate the Service, or your Account, for any reason, without notice at any time.
Fraud: Without limiting any other remedies, Tictail may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection to the site.
Modifications to the Service and Prices
Tictail reserves the right at any time, and from time to time, to modify or discontinue the Service (or any part thereof) with or without notice.
Tictail shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.
Third Party Services
In addition to these Terms, you also agree to be bound by any additional service-specific terms applicable to services you purchase from, or that are provided by, Tictail’s partners or other third parties.
Tictail may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services, or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience. Your purchase, access, or use of any such Third Party Services is solely between you and the applicable Third Party Services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or Tictail’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.
We do not provide any warranties with respect to Third Party Services. You acknowledge that Tictail has no control over Third Party Services, and shall not be responsible or liable to anyone for such Third Party Services.
If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for the interoperation of the Third Party Service with the Services. Any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Tictail is not responsible for any disclosure, modification, or deletion of your data or User Content, or for any corresponding losses or damages you may suffer as a result of access by a Third Party Service or a Third Party Provider to your data or User Content.
Google Maps is a Third Party Service that is used within the Services. Your use of the Service is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, as it may be amended by Google from time to time.
Under no circumstances shall Tictail be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages whatsoever that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if Tictail has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
Right to amend
We have the right to change or add to the terms and conditions of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances—including such notice on our Website or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
This Agreement, including any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent.
Change of business
You agree to give us at least 30 days prior notification of your intent to change your current Product or services types, your trade name, or the manner in which you accept payment. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets, or any change in the control or ownership of your or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution, or levy against 25% or more of your total assets no later than three days after you obtain knowledge of it.
You agree that Tictail can provide notices to you by sending an email to the email address listed in the Tictail Account profile, or by mailing them to the address listed therein. Such notices shall be considered to be received by you, if sent by email, at the time of dispatch unless we receive notice that the email was not delivered—and if sent by regular mail, on the second business day after such notice was posted.
No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations for, including without limitation, reversals, chargebacks, claims, fines, Fees, refunds, or unfulfilled Products and services.
Entire Agreement; Remedies
This Agreement constitutes the entire agreement between you and Tictail with respect to the provision of the Service. Except as expressly provided in the Agreement, these Terms describe the entire liability of Tictail and our vendors and suppliers, and sets forth your exclusive remedies with respect to the Service, and your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: Section 14 (Disputes and choice of law).
Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
Disputes and choice of law
You agree that any disputes arising out of or relating to this Agreement or the use of the Service shall be resolved in accordance with this section.
This Agreement is governed by the laws of Sweden (without regard to its choice of law provisions). The exclusive venue for any actions or claims arising under or related to this Agreement shall, to the extent possible by applicable law, be the District Court of Stockholm.
BINDING ARBITRATION AND CLASS ACTION WAIVER (FOR USERS BASED IN THE UNITED STATES)
In the event of a Dispute, either party may elect to finally and exclusively resolve the dispute by binding arbitration. Any election to arbitrate, at any time, will be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THE DISPUTE IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court in Stockholm, Sweden may enforce the arbitrator’s award. The arbitration shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the “JAMS Rules”). Such disputes will be resolved by the arbitrator as determined under the JAMS Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. If conducted in person, the arbitration will take place in Stockholm, Sweden. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In addition, we may litigate in court to seek injunctive relief.
You agree that any arbitration or proceeding will be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.