Welcome to Tictail.com! We’re Tictail, Inc. (“Tictail,” “we,” “us,” or “our”), and we’re glad you’ve decided to check us out! Before we get started, we just need to make sure we’re on the same page. We created these terms and conditions (the “Terms of Service”) (actually, our lawyers did, but please don’t hold that against us), and we hope you take some time to read through them.
REALLY IMPORTANT POINT: YOU SHOULD READ CAREFULLY THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER”. THEY CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, AND THESE THINGS AFFECT YOUR LEGAL RIGHTS!
Description of Services
You might be using the Service in one of two ways (both of which fall under this Agreement): as a Visitor or as a User.
“Visitors” are people who visit the Website, but do not register or sign in as Users. They can (i) view all publicly-accessible content, (ii) purchase Products, and (iii) contact us (though Visitors may need to provide Personal Information in order to access or use some of these features).
“Users” are people who register, personally or on behalf of an entity which they have the authority to bind, an account for the Service (an “Account”). Users can do all of the things that Visitors can do, and if they are logged into their Account, they may also access and use certain restricted sections of the Website or features of the Service.
Tictail provides an online marketplace for its Users to offer, buy, and sell goods (“Products”) and to otherwise interact with each other. Tictail itself does not offer or sell the Products; other Users do. Tictail isn’t a party to any transaction between buyers and sellers of Products, and we have no control over the quality, safety, legality or efficacy of any Product. Other Users, and not Tictail, provide descriptions and other information about the Products. We can’t 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 or omissions concerning the Products. We have no obligation to accept anyone as a User, and we’ve got sole and complete discretion to accept or reject any User.
The Service is available only to those aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parents or guardian understand it.
The User is solely responsible for making sure its Account is confidential and secure, and for all activities that occur on or through its Account. The User agrees to immediately notify Tictail of any security breach of its Account.
Code of Conduct
By using the Service, you agree to comply with the following code of conduct:
You will not use the Service for any illegal, immoral or unauthorized purposes or in ways that violate applicable laws. Unauthorized uses include, but are not limited to, multi-level marketing, link farming or other activities designed to manipulate search results or other online marketing activities. These restrictions are important to protect the community of merchants and to create a platform that people trust and love. Users who are unsure whether their activities fall outside of these criteria may at any time contact https://tictail.com/ask to ensure that their activities comply with these terms.
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 use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website, Service, or our APIs, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file.
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 agree that any information you provide in connection with your use of the Service, whether to us or to a third party, is accurate, truthful, and complete.
Users may provide certain information, data, graphics, text, or other content to the Service or to an Application. The User warrants that it has the necessary rights and/or third-party consents to freely use and share any content which the User provides to the Service or any Application (“User Content”). The User accepts full responsibility for User Content that the User uploads or in other ways makes available via the Service and/or the Applications.
User Content might be transferred unencrypted across various networks, and it’s subject to changes to conform to the Service’s technical requirements. Tictail can review and reject any User Content provided at any time. By uploading User Content via the Service and/or any Application, the User grants Tictail a non-exclusive, fully paid 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 can’t publish User Content that damages the Tictail brand or in any way implies improper association to Tictail. We can remove such User Content if we determine in our sole discretion that it does so.
The User accepts that by providing User Content, the User Content will become available to other users on the Internet who may share, download, republish or in other ways interact with it. Tictail isn’t responsible for another person’s use or misuse of your User Content.
The User has the right to delete a Store or Account associated with that User at any time by contacting https://tictail.com/ask, but a Store or Account and any accompanying User Content may remain publically accessible after deletion. We’ll make commercially reasonable, good faith efforts to remove User Content from our Service and our systems.
Communications to Us
Although we encourage you to e-mail us, you shouldn’t e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we’re free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose at all without compensation or attribution, including, but not limited to, the development, production and marketing of products and services that incorporate the information.
Intellectual Property Rights
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 United States law and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You don’t have any rights in or to the Content, and you cannot use the Content except as permitted under this Agreement or by our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content, and you can’t sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. You may not use or post the Content on any other website or in a networked computer environment for any purpose.
The trademarks, service marks, and logos of Tictail (“Tictail Trademarks”) used and displayed in connection with the Service are registered and unregistered trademarks or service marks of Tictail. Other company, product, and service names used in connection with the Service may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Tictail Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks. Any Store may use the Trademarks to advertise the Service or to link to the Website, but any unauthorized use of the Trademarks (determined in our sole discretion) is prohibited, including without limitation the use of the Trademarks to advertise or link to any website not part of the Service. All goodwill generated from the use of Tictail Trademarks inures to our benefit.
Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
Tictail grants to the User a revocable, non-exclusive, non-transferable, limited-in-time license to use the Service, the Content, and any additional applications purchased for use in connection with a Store (each, an “Application”), and to use any other of Tictail’s software required to use the Service and any purchased Applications. Tictail grants the User the right to install updates to the Service and purchased Applications as made available to the User by Tictail from time to time.
The User may not (i) assign, sub-license, copy, publish or distribute the Service or Applications, (ii) assign to any third party the rights that the User has acquired under a license under these Terms of Service, or (iii) circumvent any of the technical limitations of the Service or Applications, or decompile or otherwise reconstruct the Service or Applications save only to the extent and circumstances permitted by law.
The Applications are Store-specific. This means the User is granted a revocable, non-exclusive, non-transferable, limited-in-time license to use an Application only in relation to a certain Store. If the User has other Stores connected to its Account, the User will be required to purchase additional Applications in relation to each other Store.
Tictail reserves the rights to:
Modify, terminate, or remove your access to the Service, the Content or any Application for any reason at any time.
Remove or edit any User Content, Store, or Account that we determine (in our sole discretion) violates the Prohibited Products policy.
Rules for Merchants
A User may create one or more Stores to sell items through the Service. In each Store, the User who created the Store (the “Merchant”) may offer for sale Products in compliance with this Agreement. Merchants must be truthful and accurate in all User Content provided through the Service, and must not engage in any activity that will reflect negatively on the Tictail brand or harm our community of Users. Stores, and the Products and User Content associated with the Stores, are publically available through the Service, and Users may review, like, follow, or share your Store, Products, or User Content.
Merchants may receive the Information of some Users through operation of the Service. Merchants may not (i) share such Information with any third party, (ii) send unsolicited, unrelated, or spam communications, (iii) engage in an excessive rate of messaging, (iv) or misuse or abuse Information in any other way.
A Merchant may not attempt to divert any User or dissuade any purchase through the Tictail.com marketplate (“Marketplace”), including without limitation in favor of a purchase through the Merchant’s custom Tictail shop, or to otherwise attempt to circumvent the Fees (as defined below). Merchants 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 Store or Merchant account 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.
Fees; Automatic Renewals
If you are a Merchant, you agree to pay any fees implemented or charged from time to time by Tictail in connection with your use of the Service (the “Fees”). The Fees may include, without limitation, fees assessed upon certain sales of your Products, general transaction fees, or other recurring service charges. The Fees may also include, as set forth below, payments related to your purchase of an Application or a Subscription (as defined below). You agree that we may either automatically deduct the Fees from your account, or invoice you for any outstanding amounts owed, in our sole discretion. You can find more information about the Fees in the Apps & Billing section of your Account.
In addition to the standard features provided as part of the Service, Merchants may purchase (a) a single Application for a single payment at the time of or shortly after the purchase; or (b) a single Application or bundle of Applications that is charged on a recurring basis monthly, in advance or arrears, based on a fixed amount, based on usage of the Application(s), or based on certain performance-based results relating to the Application(s) (“Subscription”). We’ll always provide notice that you are signing up for a Subscription, so you should pay careful attention when making any purchase.
Because we’ve built automatic renewals into our Subscriptions, it’s really important that you read 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 THROUGH THE SERVICE, AND THE CANCELLATION WILL TAKE EFFECT AT THE EXPIRATION OF THE THEN-CURRENT TERM. AGAIN, IF YOU DO NOT CANCEL, THEN 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, and 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.
In order to purchase an Application or Subscription, the User must choose a payment type and provide any Payment Information requested by Tictail. By entering your Payment Information, you agree that we or our Payment Platform may immediately authorize your credit card (or other approved facility) for payment for any Applications or Subscriptions purchased under your Account. Applications may not be available for use until full payment has been made. By providing Tictail with Payment Information, the User represents that it is authorized to use the Payment Information and that it is true and accurate. The User agrees to provide Tictail with updated Payment Information upon Tictail’s request and any time the Payment Information becomes no longer valid.
As set forth above, you should keep your password strictly confidential. You are fully responsible for all activities that occur and all liability incurred under your Account. Your liability for these charges will continue after termination of this Agreement. If you have a question about any charge on your credit card statement, please contact our customer service at help.tictail.com.
The User may withdraw its purchase of a specific Application without giving any reason, but only if this withdrawal is made before the completion of the installation of such Application. Once the installation is completed, the User’s purchase is final and non-refundable, and we don’t accept returns or exchanges.
The User may purchase or use Applications provided by third parties (“Third-Party Applications”). The User agrees that it won’t use any Third-Party Applications in a manner that would infringe or violate the rights of any other party.
Once the User acquires a Third-Party Application from or via Tictail, the User is entering into a binding agreement directly with the rights holder of that Third-Party Application (the “Publisher”) governing the User’s use of that Third-Party Application, and Tictail isn’t a party of that agreement. The User acknowledges that the Publisher is responsible for its Third-Party Application, the content it contains, any warranties to the extent they have not been disclaimed, and any claims that the User or anyone else might have relating to that Third-Party Application.
The Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on any External Site. The content of External Sites is developed and provided by others, and you should contact the site administrator or webmaster for those External Sites if you have any concerns regarding the links or content on them. We’re not responsible for the content of any linked External Sites and don’t make any representations regarding the content or accuracy of materials on any External Site. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You’ll defend, indemnify, and hold harmless Tictail, our affiliates, and our and their respective officers, directors, managers, employees, and agents from any and all liabilities, claims, costs, damages, and expenses (including reasonable attorneys’ fees) in connection with any third-party action, claim, or proceeding (each, a “Claim”) arising from your breach of this Agreement, your misuse of the Applications, the Products, the Service, the Website or the Content.If you are a Merchant, you’ll also defend, indemnify, and hold harmless Ticatil from any liabilities, claims, costs, damages or expenses in connection with any User’s purchase of any Product you sell, any injury or loss caused by any Product you sell, or any statements or representations made or omissions with respect to a Product. We’ll promptly notify you of any Claim, provide you, at your expense, with reasonable cooperation in the defense of the Claim, and provide you with sole control over the defense and negotiations for a settlement or compromise. Notwithstanding the foregoing, we reserve the right to assume the exclusive defense and control of any Claim that is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests assisting our defense of the Claim.
Liability for Damage
Among other things, this section limits our liability in the event something goes wrong with the Service. Any representations or warranties provided by a Merchant in connection with any Product are being provided by that Merchant – and not by us. We know it’s a bit long (or, A BIT LONG), but there’s some important stuff here. Please bear with us:
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE, THE APPLICATIONS, THE PRODUCTS, THE WEBSITE OR THE CONTENT. WE DO NOT PROMISE OR WARRANT THAT THE APPLICATIONS, THE WEBSITE OR THE SERVICE WILL OPERATE ERROR-FREE OR THAT THE APPLICATIONS, THE WEBSITE, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. SOME STATES DO NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES, SO THE LIMITATIONS ON WARRANTIES MAY NOT APPLY TO YOU.
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 APPLICATIONS, THE PRODUCTS, THE WEBSITE 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 APPLICATIONS, THE PRODUCTS, THE WEBSITE 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.
THE SERVICE, THE WEBSITE OR THE CONTENT MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS IN THE SERVICE. THE SERVICE OR THE WEBSITE MAY CONTAIN INFORMATION ON CERTAIN PRODUCTS AND SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. THE SERVICE’S REFERENCE TO A PRODUCT OR SERVICE DOES NOT IMPLY THAT SUCH PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICE OR THE WEBSITE AT ANY TIME WITHOUT NOTICE.
For avoidance of doubt, and notwithstanding anything to the contrary herein, nothing in this Agreement shall be construed in any way to limit any Merchant’s liability to any User in connection with any Product sold to such User.
Any support issues will be handled over email and should be sent through https://tictail.com/ask. Support issues may be handled by third-party technical support providers. Tictail offers no technical support for issues that are not directly related to the Service.
In the event of a dispute arising under or relating to this Agreement, the Service, or any other products or services provided by us (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act ("FAA"). 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 the State of New York 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 the State of New York. 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.
Class Action Waiver
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.
We may restrict, suspend, or terminate this Agreement and your access to all or any part of the Service, at any time and for any reason without prior notice or liability. We may also change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability. The User may at any time terminate an Account by following the proper steps on the Website, but the termination of an Account does not relieve the User of its obligations under this Agreement. If a Store or associated Account is deleted, terminated, or suspended for any reason, the Merchant for that Store must fulfill all outstanding orders and obligations to Visitors and Users.
Tictail reserves the right, from time to time and in its sole discretion, to amend the Terms of Service. You should periodically check tictail.com/legal, where the latest version will always be available, for any changes or updates that may impact you.
Tictail's failure to enforce any right or provision under this Agreement will not constitute a waiver of those rights and provisions or any other of Tictail’s rights under the Agreement. No waiver will be effective against us unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire agreement and understanding between you and Tictail with respect to the subject matter, and supersedes any previous written or oral agreement between you and Tictail in relation to the subject matters. These Terms of Service shall substitute any earlier versions of terms of service between the User and Tictail or its affiliates. The section headings are provided merely for convenience and shall not be given any legal meaning. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
The following provisions will survive any expiration or termination of this Agreement: “Account,” “User Responsibilities,” “User Content,” “Communications to Us,” “Intellectual Property Rights,” “Rules for Merchants,” “Rules for Buyers,” “Fees; Automatic Renewals,” “Payments,” “Third-Party Applications,” “External Sites,” “Indemnification,” “Liability for Damages,” “User Information and Personal Data,” “Binding Arbitration,” “Class Action Waiver,” and “Miscellaneous.”
These Terms of Service will be governed by the substantive law of the State of New York.
DATE: Version in effect from 2016.06.02
Any questions about these Terms of Service should be sent to firstname.lastname@example.org.
Copyright 2017 Tictail, Inc. All rights reserved.