Terms of Service Agreement

February 22, 2024


Welcome to the Terms of Service of Tau Commerce! The initial segment of our Terms of Service serves as an introductory section, resembling a Frequently Asked Questions (FAQ) format, showing overarching principles prior to delving into subsequent provisions.

What documents make up the TOS?

We refer to the Terms of Service as the “TOS”

This page covers the main subjects in our TOS, but we've got some extra docs that zoom into specific topics. Legally, these extra docs are basically part of the whole TOS, even though they're not written here. So, make sure you check out these other docs too. You can find them at the links below:

Whom does this TOS apply to?

When we refer to “Tau Commerce” or we use pronouns like “we”, “us” or “our”, we are referring to Tau Commerce doo, as well as its parents, affiliates and subsidiaries.

When we say "User," we mean you, and we'll use words like "you" and "your" to refer to you. Things can get a bit trickier if you're using our services on behalf of a company, organization, or some other group. In that case, you're telling us that you have the power to legally commit your company, organization, or group to this TOS. So, when we say "User," "you," or "your" in that context, we're talking about the entity you represent. If you're not sure what all this means or if you're authorized to bind your company or group to this contract, it's best to check with others in your organization for clarity on who holds the authority.

What is the TOS?

This TOS is a binding contract between you and Tau Commerce, and covers all of the offerings, websites, products, services, features, and other things we offer to users like you.

In some parts of the documents, we'll distinguish between our websites, like taucommerce.com (which we'll call the "Websites" collectively), and all our other offerings, including our cloud infrastructure and paid services (referred to collectively as the "Services"). You'll notice later in the TOS that Section 3 (Website Terms) deals with your use of the Websites, while Section 4 (Service Terms) covers your use of the Services..

When does this TOS apply to me?

First and foremost, it's crucial to understand that this constitutes a legally binding agreement, a requisite for accessing using our Websites and Services. Consequently, you are only permitted to utilize our Websites and Services if you acknowledge that you've comprehensively read, understood, and consented to abide by this TOS.

Upon signing up for Services or creating an account via our Websites, this TOS becomes effective upon your action of clicking "I accept" or any other functionality indicating your consent to its terms. Should you procure Services through a separate written contract, this TOS is automatically integrated into said contract, regardless of whether it's explicitly mentioned. Regardless of the method employed, accessing or utilizing our Websites and Services renders this TOS applicable and legally binding upon you and your usage. These instances represent common scenarios, and it's worth noting that this paragraph may not encompass all potential avenues through which you could be bound by this TOS.

What happens with disputes under this TOS?

An essential provision of our TOS mandates that you must consent to resolve disputes arising from this agreement through binding arbitration conducted directly between you and Tau Commerce. In arbitration, a neutral arbitrator or panel will hear arguments from both parties and reach decisions on disputes in a prompt and cost-effective manner. While you retain the option to pursue cases in court for small claims, all other claims will be subject to arbitration.

It's important to recognize that this entails relinquishing the opportunity for both you and Tau Commerce to address certain disputes in court before a judge or jury. Traditional trial proceedings will not be available, and participation in court-based class actions or similar proceedings will be precluded.

Terms & Conditions of the TOS

1. Eligibility & Registration

1.1 Before you start to use our Websites and Services, it is your responsibility to ensure such usage aligns with all relevant laws, rules, and regulations applicable to you. Your entitlement to access the Websites and Services shall be nullified to the extent that your usage thereof contravenes any prohibitions or conflicts with applicable laws, rules, or regulations. It is your responsibility to ascertain these factors before utilizing the Websites and Services.

1.2 Our Websites and Services are not directed towards, nor intended for, individuals under the age of 18. By utilizing the Websites and Services, you confirm and guarantee to us that: (a) you are 18 years of age or older; or (b) you possess sufficient legal consent, authorization, and capacity to utilize the Websites and Services in the relevant jurisdiction(s) as determined by you.

1.3 To access the Services and certain features of the Websites, you must create an account ("Account"). During the registration process, you may need to provide us with certain personal information, such as your name, email address, and valid payment details, along with the option to provide additional information voluntarily. The handling and disclosure of Account information are subject to the terms outlined in the Privacy Policy.

1.4 We retain the sole discretion to decline or discontinue providing the Websites and Services to any individual or entity and modify eligibility criteria at any juncture, including instances of non-compliance with the TOS. We reserve the right to deactivate, terminate, restrict access to, suspend services for, and/or remove any Accounts or access to the Websites and Services at our discretion and without prior notice.

2. Tau Commerce’s Proprietary Rights

2.1 Regarding ownership, the Websites and Services are owned and/or provided by Tau Commerce. Various elements such as names, logos, trademarks, visual interfaces, and computer code (referred to collectively as "Materials") are protected by intellectual property laws. These Materials, whether provided by Tau Commerce or third-party licensors, are property of Tau Commerce. Your usage of the Websites and Services must align with our explicit authorization and the terms outlined in this TOS. Additionally, you must adhere to all intellectual property notices and restrictions embedded within the Websites and Services. Tau Commerce reserves all rights to the Websites and Services not expressly granted in this TOS.

2.2 If you choose to provide Feedback regarding issues, proposed alterations, or enhancements to the Websites and Services, you grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free license to utilize the Feedback for any purpose, including enhancing the Websites and Services and developing other products and services.

2.3 By using our services, you authorize us to feature your name, logos, and trademarks in our promotional and marketing materials and communications.

2.4 Certain Materials provided by Tau Commerce are licensed under Open Source Licenses. This TOS does not impede your ability to obtain such materials under these licenses or limit your usage of said materials in accordance with them.

2.5 Provided you maintain full compliance with this TOS and respect our rights, Tau Commerce grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and utilize the Websites and/or Services as described herein.

3. Community & User Content

3.1 Certain functionalities within the Websites allow you to submit or upload various types of content, including messages, reviews, media, images, folders, data, and text (referred to as "User Content"), and to publicly showcase your User Content on our Websites.

3.2 By sharing your User Content on the Websites, you grant Tau Commerce a global, non-exclusive, royalty-free, fully paid license (including the right to sublicense) to host, store, transfer, display, perform, reproduce, format for display, and distribute your User Content, in whole or in part, across various media formats and channels.

3.3 By sharing your User Content on the Websites, you also provide other users with a non-exclusive license to access and utilize your User Content as permitted by this TOS and the Website's functionality.

3.4 You bear full responsibility for your User Content, and you acknowledge that Tau Commerce bears no liability for your User Content. By sharing your User Content on the Websites, you assert, represent, and warrant that:

3.5 We are not obliged to control or edit your User Content or that of others, and we bear no responsibility or liability for User Content. However, we reserve the right to, at our discretion and without prior notice, screen, remove, edit, or block any User Content in whole or in part.

3.6 By submitting or uploading your User Content, you also agree to adhere to the terms of any Open Source Licenses that may be applicable to your User Content.

4. Services Content

4.1 Through our Services, you have the ability to provide us with various forms of content, such as source code, files, software, data, text, media, and other information, for storage, hosting, or processing (referred to as "Services Content"). This Services Content encompasses Listing Information and Vendor Offerings.

4.2 Subject to the provisions of this TOS, by providing your Services Content via the Services, you grant Tau Commerce a license to carry out actions such as hosting, storing, transferring, displaying, performing, reproducing, and modifying your Services Content solely for the purpose of facilitating the Services for you.

4.3 Regarding ownership, you retain any copyright and other ownership rights pertaining to your Services Content.

4.4 Certain aspects of our Services allow third parties to access, use, or contribute to your Services Content, including resale, your own products and services, or public-facing platforms. These other users collectively constitute your "End Users" under this TOS. You are accountable for ensuring your End Users' compliance with this TOS.

4.5 You hold sole responsibility for your Services Content, End Users, and any actions undertaken by your End Users. Tau Commerce bears no liability for your Services Content, End Users, and/or their activities. By providing your Services Content via the Services, you assert, represent, and warrant that:

4.6 You are responsible for appropriately configuring and utilizing the Services and implementing necessary security measures, protection, and backup procedures for your Services Content. Tau Commerce does not guarantee retention of any backups of your Services Content. You bear sole responsibility for the integrity, preservation, and backup of your Services Content, notwithstanding any backup features or functionalities provided by Tau Commerce.

4.7 Upon purchasing Services, there may be option to specify the geographic region and jurisdiction for storing your Services Content. You consent to the storage and transfer of your Services Content to the selected region and jurisdiction. Unless otherwise agreed in writing, Tau Commerce may transfer and store your Services Content in other regions or jurisdictions at its discretion. You warrant that such storage and transfer comply with applicable laws, regulations, rules, and third-party rights.

5. Rules of Conduct

5.1 Your utilization of the Websites and Services must align with our Acceptable Use Policy (AUP), which is referenced as part of this TOS. Any use of the Websites and Services that violates the AUP constitutes a breach of this TOS.

5.2 You bear sole responsibility for all activity occurring on your Account, irrespective of whether it is conducted by you, your employees, third parties (including contractors or agents), your End Users, licensees, or customers.

5.3 You are accountable for informing your employees, agents, and other relevant parties associated with your usage of the Websites and Services about the provisions outlined in this TOS, including when the terms of the TOS are binding on them.

5.4 You shall not, directly or indirectly: (i) attempt to decipher, decompile, disassemble, or reverse engineer any part of the Websites or Services, except as prohibited by applicable laws; (ii) create derivative works of any part of the Websites or Services; or (iii) copy, rent, lease, distribute, or transfer any rights received under this agreement. You must adhere to all applicable laws and regulations, and any portions of the Websites or Services subject to Open Source Licenses are subject to those licenses regardless of this section.

5.5 We reserve the right to access, read, preserve, and disclose any information that we reasonably believe is necessary to: (i) comply with applicable laws, regulations, legal processes, or governmental requests; (ii) enforce this TOS, including investigating potential violations; (iii) detect, prevent, or address fraud, security issues, or technical problems; (iv) respond to user support requests; or (v) safeguard the rights, property, or safety of us, our users, and the public.

5.6 As a token of appreciation for early adoption of the Services, certain Users with older Accounts received free promotions, subject to their Accounts remaining active, in good standing, and compliant with this TOS ("Free Bandwidth Accounts"). These Accounts will lose their special benefits if: (a) the Accounts are transferred to third parties; (b) they are used in violation of this TOS or the AUP; or (c) they are used in connection with prohibited activities.

5.7 You agree to comply with all applicable export and import control laws and regulations in your use of the Services, and will not utilize the Services to export or re-export data or software without required licenses.

5.8 You must implement proper security measures, such as using strong passwords and access controls, safeguarding login credentials, and verifying the trustworthiness of individuals with account access. You are solely responsible for unauthorized access to your Account and must promptly notify Tau Commerce of any such incidents.

5.9 You must inform Tau Commerce of any security incidents or breaches affecting the Websites or Services, including unauthorized access to your Account or credentials, and cooperate in any investigation or legal action taken by authorities or Tau Commerce.

6. Payments and Billing

6.1 We utilize third-party payment processors (referred to as the "Payment Processors") to handle billing via the payment accounts linked to your Account (termed as your "Billing Information"). The processing of payments may be subject to the terms, conditions, and policies of the Payment Processors, in addition to this TOS. We are not accountable for the acts or omissions of the Payment Processors. By utilizing the Services, you agree to settle all sums for selected or used Services at applicable prices, as outlined in our pricing and billing policies (as displayed on our Websites) and authorize us and applicable Payment Processors to charge such sums (including applicable taxes) to your specified Payment Method.

6.2 It's imperative that you provide accurate, up-to-date information for your Account and Billing Information. You must promptly update any changes, such as a billing address or credit card details, and inform us or our Payment Processors if your payment method becomes invalid or inoperable. Account information can be modified in your account settings.

6.3 By agreeing to this TOS and using the Services, you consent to recurring billing and authorize us or our Payment Processors to automatically charge your Payment Methods upon invoicing. If your payment method is subject to other terms and conditions, those terms apply alongside this TOS. You may also be billed an amount up to your current balance at any time to verify account information accuracy. We reserve the right to take actions such as deactivating or terminating Accounts for reasons including nonpayment or failure to charge your Payment Methods.

6.4 You are responsible for any duties, customs fees, taxes, and related penalties associated with your purchase of the Services, including national, state, or local taxes such as sales taxes, use taxes, VAT, and GST (collectively termed as "Taxes"). Our pricing policies do not include such Taxes unless stated otherwise. If Taxes are applicable, we may collect and remit them to the appropriate authorities. If you believe a Tax doesn't apply or requires withholding, you must promptly provide valid proof and necessary tax identification information. You are accountable for any misrepresentations or non-compliance regarding Taxes.

6.5 From time to time, we may offer Service credits, which are governed by specific disclosures, terms, and policies. These credits are subject to revocation or early expiration at our discretion, including for reasons such as abuse, misrepresentation, unauthorized transfer, or illegal conduct.

7. Third Party Services

The Websites and Services may contain links to third-party websites, services, or other online resources, and vice versa. Accessing these third-party resources is done at your own discretion and risk. These resources are beyond our control, and we hold no responsibility or liability, to the fullest extent permitted by law, for their content, functionality, accuracy, legality, suitability, or any other aspect.

The presence of such links does not imply our endorsement or affiliation with any third party. We disclaim any direct or indirect responsibility or liability for any damage or loss arising from or related to the use of or reliance on these third-party resources.

Additionally, we may allow certain Vendors to offer their products or services on the Tau Commerce platform. Using these Vendor Offerings may require you to accept specific terms and conditions directly with the Vendor, with Tau Commerce not being a party to such agreements.

It is your responsibility to safeguard your system against risks such as viruses, worms, Trojan horses, and other security threats that may arise from the third-party resources or Vendor Offerings mentioned in this section.

8. Confidentiality

8.1 Any nonpublic information obtained from us that is marked confidential or reasonably understood to be so, given the context or nature of the information, is considered our "Confidential Information" and must be handled according to the terms of this TOS. This includes, but is not limited to, nonpublic information regarding our technology, customers, business plans, financials, and discussions/negotiations concerning your Account or use of the Services. Confidential Information excludes information that is publicly available, already known to you, received from a third party not in breach of confidentiality, or independently developed by you.

8.2 You may only use Confidential Information in connection with your use of the Services as permitted by this TOS or as separately authorized in writing by us. You agree not to disclose Confidential Information during or after the term of this TOS, and to take reasonable measures to prevent its disclosure or unauthorized use.

9. No Warranty

9.1 The Websites and Services, along with any associated content, are provided "as is" and "as available." Tau Commerce makes no warranties, express or implied, regarding the Websites and Services or any content delivered through them. This includes, but is not limited to, warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement. We do not guarantee the availability, accuracy, or uninterrupted access of the Websites or Services, nor do we warrant that any defects or errors will be corrected, or that the content or software available through them will be free of viruses or other harmful components. Your use of the Websites and Services is at your own risk.

Regarding Vendor Offerings, our liability is limited as outlined in the Tau Commerce Marketplace Terms and Conditions or any agreement between you and the Vendor.

9.2 Tau Commerce bears no responsibility for the content you access through our Websites, Services, or content provided by other users or third parties. By using our platform, you release us from any liability associated with such content. We do not make representations about the accuracy, quality, legality, or any other attributes of such content, and we are not liable for any consequences arising from it.

9.3 These limitations, exclusions, and disclaimers apply to the fullest extent permitted by law. Tau Commerce does not disclaim any warranty or other right that cannot be disclaimed under applicable law.

10. Limitation of Liability

10.1 To the maximum extent permitted by law, we shall not be liable to you for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of, or inability to use, the Websites and Services, or any materials or content therein. This includes damages for loss of profits, goodwill, or any other intangible loss, regardless of whether we have been advised of the possibility of such damages. Furthermore, you agree that we shall not be liable for any data that may be destroyed, lost, or rendered inaccessible, whether due to your failure to backup your data or for any other reason.

10.2 Except as provided in Section 14 and to the maximum extent permitted by law, our total liability to you for all claims arising under this TOS or related to the Websites and Services, whether in contract, tort, or otherwise, is limited to the total amount you have paid to us for the Services in the month preceding the event giving rise to the claim.

10.3 Each provision in this TOS that limits liability, disclaims warranties, or excludes damages is intended to allocate risks between the parties. This allocation is fundamental to the agreement between you and us. Each provision is separate from the others, and if any provision is deemed unenforceable, the remaining provisions shall remain in effect. These limitations apply even if any remedy provided fails in its essential purpose.

11. Indemnification

To the maximum extent permitted by law, you are accountable for your utilization of the Websites and Services. You agree to defend, indemnify, and hold us and our employees, officers, directors, agents, contractors, and representatives harmless from any liabilities, claims, and expenses, including reasonable attorneys’ fees and costs, arising from or connected to your Services Content, User Content, your End Users, or your access to or use of the Websites and Services. This includes breaches of this TOS or applicable law, willful misconduct, negligence, illegal activity, breach of security or data, unauthorized access to or use of your Account, or infringement of a third party’s rights, including intellectual property, confidentiality, property, or privacy rights. We retain the right to take over the exclusive defense and control of any matter subject to indemnification by you. However, this does not exempt you from your indemnification obligations regarding that matter, and you agree to assist and cooperate with us in defending the matter at your expense.

12. Beta Services

12.1 We may offer access to certain features, technologies, and services not yet generally available, termed as "Beta Services". Your use of Beta Services is subject to posted terms, which may be modified by us at any time without prior notice. Service Level Agreements do not apply to Beta Services.

12.2 Information you provide regarding Beta Services, including observations, is owned by us and may be used for our purposes. You agree not to use such information except for internal evaluation purposes. Suggestions and information about Beta Services are considered Confidential Information.

12.3 We reserve the right to suspend or terminate your access to Beta Services at any time. Your access will automatically terminate upon the release of a generally available version or upon notice from us. After termination, you will no longer have access, and your content may be deleted.

12.4 Our Beta Services are provided on an experimental basis and may contain bugs, errors, or defects. Therefore, we provide these Beta Services "as is," without any warranties, express or implied, regarding their performance, availability, or security. We make no representations or guarantees that the Beta Services will be free from interruptions, errors, or harmful components. Additionally, we disclaim all implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement. Our liability for any issues arising from the Beta Services is limited to the amount you paid us for the Services in the month preceding the claim, unless prohibited by law.

13. Termination

Although we typically prefer to provide advance notice of termination, we retain the authority, at our sole discretion, to terminate your access to all or any portion of the Websites and/or Services at any time, with or without prior notice, effective immediately. Such termination may lead to the immediate forfeiture and deletion of data linked to your Account. Unless otherwise stipulated herein or agreed upon explicitly between the parties, any fees remitted to us are non-refundable, and any outstanding fees owed to us upon termination shall become immediately due and payable. Upon termination, all rights granted to you by this TOS will cease immediately, and you must promptly cease all utilization of the Websites and/or Services. Provisions of this TOS that, by their nature, should reasonably be anticipated to endure termination will remain in effect, including Sections 2.1-2.4, 3, 4, 6, 8, 9, 10, 11, 12, 13, and 14.

14. Dispute Resolution and Arbitration

14.1 To expedite and streamline the resolution of disputes between you and Tau Commerce in a cost-effective manner, and unless outlined otherwise in Section 13.2, both parties agree that any dispute arising from this TOS will be settled through binding arbitration. Arbitration, a less formal process than a court proceeding, employs a neutral arbitrator instead of a judge or jury and may involve more limited discovery. Arbitrators hold the authority to grant the same remedies as a court. This arbitration agreement encompasses all claims arising from or related to any aspect of this TOS, irrespective of the legal theory on which they are based. By entering into this TOS, you and Tau Commerce waive the right to a trial by jury or to participate in a class action.

14.2 However, notwithstanding the provisions of Section 14, neither party waives the right to initiate an individual action in small claims court.

14.4 Any arbitration conducted between you and Tau Commerce will be governed by the Law onArbitration and managed by the Serbian Chamber of Commerce (PKS) under its Rules on permanent Arbitration with modifications as outlined in this TOS. The arbitrator holds exclusive authority to resolve any disputes regarding the interpretation, applicability, or enforceability of this arbitration agreement.

14.5 Before initiating arbitration, the party seeking arbitration must first notify the other party in writing by tracked mail, or electronic mail. The parties must endeavor to resolve the dispute directly, but if no resolution is reached within 30 days of receiving the Notice of Arbitration, either party may commence arbitration. All arbitration proceedings will remain confidential unless agreed otherwise in writing.

14.6 Arbitration hearings will occur in Belgrade, Serbia, unless the claim is for $10,000 or less, in which case you may choose to conduct the arbitration solely based on submitted documents or through a non-appearance-based telephone hearing. If the arbitrator deems the substance of your claim or relief sought frivolous, the payment of fees will adhere to PKS Rules. Both parties agree to bring claims against each other only on an individual basis, and the arbitrator may not consolidate claims or oversee representative proceedings.

If any part of this Section 14 is deemed unenforceable, the remainder of the section will remain in effect. If Section 14 cannot reasonably remain in effect in its entirety, both parties agree that the exclusive jurisdiction and venue specified in Section 14.4 will govern any actions arising from or related to this TOS.

15. Miscellaneous Provisions

15.1 Updates and Modifications: Tau Commerce retains the right to update, alter, or otherwise amend this TOS moving forward at any time and at Tau Commerce’s sole discretion. Should Tau Commerce update this TOS, notice of such updates may be provided, for example, through email notification to the email address listed in your Account and/or by updating the “Last Updated” date at the beginning of this TOS. These updates become effective on the date specified in the notice. By continuing to access or use the Websites or Services after the specified date in the notice or the updated TOS, you are indicating acceptance and agreement to be bound by the updated TOS and all its incorporated terms. If you do not agree to the updated TOS, you may not continue using the Websites or Services, and your sole recourse is to deactivate your Account and discontinue use of the Websites and/or Services.

15.2 General: This TOS, along with all documents expressly incorporated herein by reference, constitutes the entire agreement between the parties, superseding all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter. No provision of any purchase order, agreement, or business form utilized by a User will supersede the terms and conditions of this TOS. Section headers in this TOS are for convenience only and do not affect the interpretation of any provision. Singular terms shall reasonably be construed to include the plural, and vice versa. Any use of “including” or “such as” shall be construed to mean “including but not limited to.” If any part of this TOS is found to be invalid or unenforceable, the unenforceable part will be given effect to the fullest extent possible, and the remaining parts will remain in full force and effect. Failure to enforce any provision will not waive the right to enforce it at a later time, nor will a waiver of any breach or default be deemed a waiver of subsequent breaches or defaults or of the provision itself.

15.3 Assignment: You may not assign, transfer, or delegate this TOS or any of your rights and obligations under it, in whole or in part, without our prior written consent. We may assign, transfer, or delegate this TOS or our rights and obligations under it without notice or consent. This TOS is binding upon and inures to the benefit of the parties and their respective successors and assigns. Any assignment or transfer in violation of this provision is void.

15.4 Governing Law: This TOS and any dispute related to it, including under Section 13, is governed by the laws of the State of New York without regard to conflict of law principles. You and Tau Commerce submit to the personal and exclusive jurisdiction of the state and federal courts located within New York County, New York for any permitted lawsuit or court proceeding under this TOS, subject to Section 13.

15.5 Notice: You must send notices to Tau Commerce by tracked mail to the address provided. You agree to receive electronic notices from us at the email address associated with your Account. Notices are effective upon receipt or, for email, when sent. You are responsible for ensuring the accuracy and currency of your Account email address.

15.6 Consent to Electronic Communications: By using the Websites and/or Services, you consent to receive certain electronic communications from us as outlined in our Privacy Policy. Notices, agreements, disclosures, or other communications sent electronically to you will satisfy legal communication requirements.

15.7 Relationship of the Parties: The parties are independent contractors, and this TOS does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between them. Neither party, nor any of their respective affiliates, is an agent of the other or has authority to bind the other.

15.8 Force Majeure: Tau Commerce is not liable for nonperformance to the extent caused by acts or events beyond its reasonable control, including but not limited to acts of God, war, strikes, governmental actions, weather, quarantine, or Internet disturbances.

15.9 No Third-Party Beneficiaries: This TOS does not confer any rights upon third parties who are not parties to this TOS.

Copyright 2024 Tau Commerce, LLC. All rights reserved. No part of Tau Commerce’s Website may be reproduced, modified, or distributed in any form or manner without the prior written permission of Tau Commerce.