TAPPAYA - TERMS AND CONDITIONS

Last Revised: 31 October 2023
THE FOLLOWING TERMS OF USE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

1. OVERVIEW

This Terms of Service Agreement (this “Agreement”) is entered into by and between Tappaya Ventures B.V. ("Tappaya") and you and is made effective as of the date of your use of this website ("Site") or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”). Services Terms and additional policies apply to certain Services and are in addition to (not in lieu of) this Agreement.
The terms “we”, “us” or “our” shall refer to Tappaya. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services. Nothing in this Agreement shall be deemed to confer any third party rights or benefits.

2. MODIFICATION OF AGREEMENT, SITE OR SERVICES

Tappaya may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, Tappaya may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account (“Account”) information current. Tappaya assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. In addition, Tappaya may terminate your use of Services for any violation or breach of any of the terms of this Agreement by you. TAPPAYA RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.

3. ELIGIBILITY; AUTHORITY

This Site and the Services are available only to individuals or entities (“Users”) who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your", "User" or "customer" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Tappaya finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Tappaya shall not be liable for any loss or damage resulting from Tappaya's reliance on any instruction, notice, document, or communication reasonably believed by Tappaya to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, Tappaya reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.

4. YOUR ACCOUNT

In order to access some of the features of this Site or use some of the Services, you will have to create an Account. You represent and warrant to Tappaya that all information you submit when you create your Account is accurate, current, and complete, and that you will keep your Account information accurate, current and complete. If Tappaya has reason to believe that your Account information is untrue, inaccurate, out-of-date, or incomplete, Tappaya reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, Payment Method(s) (as defined below), and shopper PIN. For security purposes, Tappaya recommends that you change your password and shopper PIN at least once every six (6) months for each Account. You must notify Tappaya immediately of any breach of security or unauthorized use of your Account. Tappaya will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Tappaya or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.

5. GENERAL RULES OF CONDUCT

You acknowledge and agree that:
A. Your use of this Site and the Services, including any content you submit, will comply with this Agreement, any applicable Services Agreement or policy that may apply to your Services and all applicable local, state, national and international laws, rules, and regulations.
B. You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
C. You will not use this Site or the Services in a manner (as determined by Tappaya in its sole and absolute discretion) that:
I. Is illegal, or promotes or encourages illegal activity;
II. Promotes, encourages or engages in the exploitation of children, or any activity related to the proliferation of child sexual abuse material (CSAM);
III. Promotes, encourages or engages in terrorism, violence against people, animals, or property;
IV. Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
V. Violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription;
VI. Violates the Fight Online Sex Trafficking Act of 2017 or similar legislation, or promotes or facilitates prostitution and/or sex trafficking;
VII. Infringes on the intellectual property rights of another User or any other person or entity;
VIII. Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
IX. Interferes with the operation of this Site or the Services found at this Site;
X. Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
XI. Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Tappaya or Tappaya’s Services.
XII. You will not perform any false, abusive or fraudulent activity. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
D. You will not copy or distribute in any medium any part of this Site or the Services, except where expressly authorized by Tappaya.
E. You will not modify or alter any part of this Site, or the Services found at this Site or any of its related technologies.
F. You will not access Tappaya Content (as defined below) or User Content through any technology or means other than through this Site itself, or as Tappaya may designate.
G. You agree to back-up all of your User Content so that you can access and use it when needed. Tappaya does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.
H. You will not re-sell or provide the Services for a commercial purpose, including any of Tappaya's related technologies, without Tappaya's express prior written consent.
I. You will not circumvent, disable, or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any Tappaya Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the Tappaya Content or the User Content therein.
J. You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.
K. You are aware that Tappaya may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you may be subject to call recording and hereby consent to the same, subject to any applicable laws and our restrictions and obligations thereunder, including, where permissible, to record the entirety of such calls regardless of whether Tappaya asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Tappaya is a party. Further, by providing your telephone or mobile number, you consent to receive marketing telephone calls from or on behalf of Tappaya that may be initiated by an automatic telephone dialing system and/or use an artificial or prerecorded voice. You understand that providing consent is not a condition of purchasing any good or service from Tappaya. Similarly, by providing your mobile number, you consent to receive marketing text messages from or on behalf of Tappaya that may be sent by an automatic telephone dialing system. You understand that providing consent is not a condition of purchasing any good or service from Tappaya. Message and data rates may apply.
L. Without limiting any of the rights set forth elsewhere in this Agreement, Tappaya expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services (including but not limited to the right to cancel or transfer any domain name registration) to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of this or any other Agreement or any Tappaya policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Site or Services (as determined by Tappaya in its sole and absolute discretion).
M. If your purchase or account activity shows signs of fraud, abuse, or suspicious activity, Tappaya may cancel any service associated with your name, email address or account and close any associated Tappaya accounts. If Tappaya, in its sole discretion, determines that any conducted activity is fraudulent, Tappaya reserves the right to take any necessary legal action and you may be liable for monetary losses to Tappaya including litigation costs and damages. To contest cancellation of Services or freezing or closure of an account, please contact customer support.
N. In case of violations or suspected violations of any of the above provisions, the Tappaya is entitled to take (in its sole discretion) any such measures it considers necessary, including (but not limited to) the removal or cancellation of the domain name offering, denial or suspension of access to you and/or relaying contact details (including personal data) to authorized third parties, including rights owners and law enforcement. In addition, Tappaya reserves the right take such measures if any act, conduct, transaction, omission, or misrepresentation, exposes Tappaya to sanctions, restrictions, or penalties, or upon receipt of any subpoena, order, or request from any government, government official, or law enforcement authority of competent jurisdiction.

6. PROTECTION OF YOUR DATA

Tappaya offers certain hosted Services available to you that may involve the processing of personal data about you, your customers and/or web users (“Your Data”) in the course of your use of these Services (“Covered Services”). Your Data, for the purpose of this Section, excludes any User Content. Tappaya’s Controller to Processor Data Processing Addendum (“DPA”), which is hereby incorporated by reference and applicable to Covered Services, is meant to provide you contractual assurance that we have robust mechanisms to ensure the processing of Your Data, including transfers of Your Data from the European Economic Area to a third country, meets with compliance under applicable data privacy laws.
For the purposes of the Controller to Processor DPA and the Standard Contractual Clauses attached to the DPA (when and as applicable), you (and your applicable affiliates) are considered the Data Controller/Data Exporter, and your acceptance of the Terms of Service governing Covered Services at the time of purchase of any Covered Services will also be treated as your acknowledgement and acceptance of the Controller to Processor DPA and its appendices (including the Standard Contractual Clauses and its appendices, as applicable). If you wish to print, sign, and return a physical copy of the Controller to Processor DPA, please send an email request to contact@tappaya.com.

7. USER CONTENT

Some of the features of this Site or the Services, including those Services that are hosted with Tappaya, may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice via forum posts, content submitted in connection with a contest, product reviews or recommendations, or photos to be incorporated into a social media event or activity (“User Submissions”), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, “User Content”). All content submitted through your Account is considered User Content. By posting or publishing User Content to this Site or to or via the Services, you represent and warrant to Tappaya that (i) you have all necessary rights to distribute User Content via this Site or via the Services, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) the User Content does not violate the rights of any third party. You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.
User Submissions. You acknowledge and agree that your User Submissions are entirely voluntary, do not establish a confidential relationship or obligate Tappaya to treat your User Submissions as confidential or secret, that Tappaya has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions, and that Tappaya may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.
Tappaya shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to this Site, and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to this Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
User Content Other Than User Submissions. By posting or publishing User Content to this Site or through the Services, you authorize Tappaya to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Site and this Agreement. You hereby grant Tappaya a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site, the Services and Tappaya's (and Tappaya’s affiliates’) business(es), including without limitation for promoting and redistributing all or part of this Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each User of this Site a non-exclusive license to access your User Content (with the exception of User Content that you designate “private” or “password protected”) through this Site, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of this Site and under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from this Site. You understand and agree, however, that Tappaya may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Tappaya shall not use any User Content that has been designated “private” or “password protected” by you for the purpose of promoting this Site or Tappaya’s (or Tappaya’s affiliates’) business(es). If you have a website or other content hosted by Tappaya, you shall retain all of your ownership or licensed rights in User Content.

8. AVAILABILITY OF WEBSITE/SERVICES

Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

9. PRODUCT CREDITS

In the event you are provided with a product credit (“Credit”), whether for redemption of the purchase of a specific product or for free with the purchase of another product (“Purchased Product”), you acknowledge and agree that such Credit is only valid for one (1) year and is only available with a valid purchase and may be terminated in the event the product purchased is deleted, cancelled, transferred or not renewed. The Credit will expire one (1) year from date of purchase of the Purchased Product if the Credit has not been redeemed. In the event that the Credit is redeemed, after the initial subscription period, the product will automatically renew at the then-current renewal price until cancelled. If you wish to cancel the automatic renewal of the product, you may do so by visiting your Account or by contacting customer service. In the event your Purchased Product includes a free domain name, if you cancel the Purchased Product, the list price for the domain name will be deducted from the refund amount. The list price is the price of the domain name listed on Tappaya's website and is not subject to any promotion, discount, or other reduction in price. For Credits issued for free with another Purchased Product, you acknowledge and agree that we may swap your Credit for a similar product, in our sole discretion.

10. MONITORING OF CONTENT; ACCOUNT TERMINATION POLICY

Tappaya generally does not pre-screen User Content (whether posted to a website hosted by Tappaya or posted to this Site). However, Tappaya reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. Tappaya may remove any item of User Content (whether posted to a website hosted by Tappaya or posted to this Site) and/or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by Tappaya in its sole and absolute discretion), at any time and without prior notice. Tappaya may also terminate a User’s access to this Site or the Services found at this Site if Tappaya has reason to believe the User is a repeat offender. If Tappaya terminates your access to this Site or the Services found at this Site, Tappaya may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

11. ADDITIONAL RESERVATIONS OF RIGHTS

Tappaya expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Tappaya in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Tappaya in offering or delivering any Services (including any domain name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry or registrar, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against you and/or your domain name or website and applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (viii) to avoid any civil or criminal liability on the part of Tappaya, its officers, directors, employees and agents, as well as Tappaya's affiliates, including, but not limited to, instances where you have sued or threatened to sue Tappaya, or (ix) to respond to an excessive amount of complaints related in any way to your Account, domain name(s), or content on your website that could result in damage to Tappaya’s business, operations, reputation or shareholders.
Tappaya expressly reserves the right to review every Account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Accounts that exceed allowed levels
Tappaya expressly reserves the right to terminate, without notice to you, any and all Services where, in Tappaya's sole discretion, you are harassing or threatening Tappaya and/or any of Tappaya's employees.
Tappaya Content. Except for User Content, the content on this Site and the Services, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“Tappaya Content”), are owned by or licensed to Tappaya in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. Tappaya Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Tappaya. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Tappaya reserves all rights not expressly granted in and to the Tappaya Content, this Site and the Services, and this Agreement do not transfer ownership of any of these rights

12. NO SPAM; LIQUIDATED DAMAGES

A. No Spam. We do not tolerate the transmission of spam. We monitor all traffic to and from our web servers for indications of spamming and maintain a spam abuse complaint center to register allegations of spam abuse. Customers suspected to be using our products and services for the purpose of sending spam are fully investigated. If we determine there is a problem with spam, we will take the appropriate action to resolve the situation.
We define spam as the sending of Unsolicited Commercial Email (UCE), Unsolicited Bulk Email (UBE) or Unsolicited Facsimiles (Fax), which is email or facsimile sent to recipients as an advertisement or otherwise, without first obtaining prior confirmed consent to receive these communications. This can include, but is not limited to, the following:
I. Email Messages
II. Newsgroup postings
III. Windows system messages
IV. Pop-up messages (aka "adware" or "spyware" messages)
V. Instant messages (using AOL, MSN, Yahoo or other instant messenger programs)
VI. Online chat room advertisements
VII. Guestbook or Website Forum postings
VIII. Facsimile Solicitations
IX. Text/SMS Messages
We will not allow our servers and services to be used for the purposes described above. In order to use our products and services, you must not only abide by all applicable laws and regulations, which include the Can-Spam Act of 2003 and the Telephone Consumer Protection Act, but you must also abide by this no spam policy. Commercial advertising and/or bulk emails or faxes may only be sent to recipients who have "opted-in" to receive messages. They must include a legitimate return address and reply-to address, the sender's physical address, and an opt-out method in the footer of the email or fax. Upon request by us, conclusive proof of opt-in may be required for an email address or fax number
If we determine the account, products, or services in question are being used in association with spam, we may re-direct, suspend, or cancel any account, web site hosting, domain registration, email boxes, or other applicable products or services. In such event, at our election, we may require you to respond by email to us stating that you will cease to send spam and/or have spam sent on your behalf and to require a non-refundable reactivation fee to be paid before the site, email boxes, and/or services are reactivated.
We encourage all customers and recipients of email generated from our products and services to report suspected spam. Suspected abuse can be reported by email or through our Spam Abuse Complaint Center on the Web. Web:report abuse.
B. Liquidated Damages. You agree that we may immediately terminate any Account which we believe, in our sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then you agree to pay us liquidated damages in the amount of $1.00 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with your Account.

13. TRADEMARK AND/OR COPYRIGHT CLAIMS

Tappaya supports the protection of intellectual property. If you would like to submit (i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark, or (ii) a copyright claim for material on which you hold a bona fide copyright, please refer to Tappaya's Trademark and/or Copyright Infringement Policy referenced above.
For complaints, comments or the identification of content that infringes any law or infringes the (intellectual property) rights of third parties, please e-mail us to support@tappaya.com.

14. LINKS TO THIRD PARTY WEBSITES
This Site and the Services found at this Site may contain links to third party websites that are not owned or controlled by Tappaya. Tappaya assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third party websites. In addition, Tappaya does not censor or edit the content of any third party websites. By using this Site or the Services found at this Site, you expressly release Tappaya from any and all liability arising from your use of any third party website. Accordingly, Tappaya encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.

15. DISCLAIMER OR REPRESENTATIONS AND WARRANTIES

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. TAPPAYA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TAPPAYA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND TAPPAYA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY TAPPAYA, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

16. LIMITATION OF LIABILITY

IN NO EVENT SHALL TAPPAYA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT TAPPAYA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL TAPPAYA’S TOTAL AGGREGATE LIABILITY EXCEED $10,000.00 EUROS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

17. INDEMNITY

You agree to protect, defend, indemnify and hold harmless Tappaya and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Tappaya directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

18. COMPLIANCE WITH LOCAL LAWS

Tappaya makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules, and regulations.

19. APPLICABLE LAW AND JURISDICTION

This Agreement, as well as any Service Terms are governed by the laws of England and Wales. Any dispute resulting out of or in connection with this Agreement or any associated agreement shall be exclusively submitted to the competent court in London, England.
In the event the Buyer is a US citizen or a US based business and the Buyer has opted for a credit or debit card payment via the third party payment platform Adyen.com, these Terms, as well as any associated agreement shall be governed by US law. In this event, US courts shall have jurisdiction to decide on the dispute and Parties shall determine in good faith basis which court shall be the competent court to resolve the dispute.

20. UNCLAIMED PROPERTY; DORMANCY CHARGES

Please be advised that if a customer has an outstanding account balance (a credit positive balance) for three (3) years or more for any reason, and (i) Tappaya is unable to issue payment to such customer or (ii) Tappaya issued payment to such customer in the form of a paper check, but the check was never cashed, then Tappaya shall turn over such account balance to the State of Arizona in accordance with state law. You acknowledge and agree that in either case (i) or (ii) above, Tappaya may withhold a dormancy charge in an amount equal to the lesser of $25.00 or the total outstanding account balance associated with such customer.

21. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

22. NO THIRD PARTY BENEFICIATES

Nothing in this Agreement shall be deemed to confer any third party rights or benefits.

23. FORCE MAJEURE

Tappaya shall not be liable for any delay or failure to perform any obligation under this Agreement to the extent such delay or failure relates to any cause beyond Tappaya’s reasonable control (“Force Majeure”), including acts of God; labor disputes or other industrial disturbances; electrical or power outages; utilities or other telecommunications failures; destruction or extensive damage of factories, colocation centers, or company headquarters; earthquake, storms or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism or war; or pandemics.
In the event of Force Majeure, Tappaya shall inform you in writing of its occurrence. Tappaya is entitled (but not obliged) to cancel or terminate the agreement associated with the Services in case of Force Majeure, without incurring any costs or payments to you.

24. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

25. ENGLISH LANGUAGE CONTROLS

This Agreement, along with all policies and the applicable product agreements identified above and incorporated herein by reference (collectively, the “Agreement”), is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will control and prevail. Where the translated version is required to be provided to you and is to be considered binding by law (i) both language versions shall have equal validity, (ii) each party acknowledges that it has reviewed both language versions and that they are substantially the same in all material respects, and (iii) in the event of any discrepancy between these two versions, the translated version may prevail, provided that the intent of the Parties has been fully taken into consideration.

26. CONTACT INFORMATION

A. If you have any questions about this Agreement, please contact us by email or regular mail at the following address:
Tappaya Ventures B.V.
Sleepboot 11b
3991 CN te Houten
The Netherlands
contact@tappaya.com
B. You can submit any complaints about the Services provided by Tappaya by sending an e-mail to contact@tappaya.com, along with a complete and clear description of the complaint and relevant documentation. Complaints should be submitted within a reasonable timeframe after You becomes aware of any defect in the Services. In this respect, any complaints filed within a period of 14 days are deemed to have been submitted within a timely manner.

27. SERVICE TERMS

A. Registrar Services. The following additional Terms apply with respect to Registrar Services provided by the Tappaya to you.
I. Your Additional Obligations
a. You and Tappaya shall enter into a Registration Agreement, which includes the application procedure for registering domain names through the Website. By entering into the Registration Agreement, you agree to be bound by these Terms, as well as any applicable terms, regulations and possible domain name dispute resolution policies that may apply with respect to the registration of the domain name.
b. Registration Services shall only be provided after the following conditions are met:
i. acceptance by you of the applicable Terms and Agreement(s);
ii. acceptance by the Tappaya (in its sole discretion) of the domain registration application;and
iii. payment of the applicable fees by you.
c. You are responsible for ensuring that all information provided to the Tappaya is complete and accurate.
II. Limitation of Liability
a. You acknowledge and agrees that Tappaya does not control all aspects of the domain name registration process. Tappaya shall therefore not be liable for any inaccuracies regarding the registration information relating to information provided by you or any information processed and/or used by the respective domain name registry. Tappaya shall not be held liable and not refund any domain name registration due to spelling errors/typos.
b. You acknowledge and agrees that Tappaya only acts as an intermediary on behalf of you. As a result, Tappaya shall not perform any actions with respect to the Registrar Services without Your prior written instructions or consent. You acknowledge and agrees that Tappaya shall not be liable for any damages as a result of your own omissions or incomplete or untimely instructions.
c. You acknowledge and agrees that the domain name registration is subject to suspension, cancellation, or transfer to correct mistakes by the Tappaya, another registrar, or a registry administrator in administering the domain name or for the resolution of disputes concerning the domain name pursuant to an ICANN policy or procedure. It is your sole responsibility to verify if any domain name is infringing the patent, copyright, trademark, trade secret, right of publicity or other intellectual property rights of any third party prior to registration. In the event that the domain name is found to be infringing, Tappaya may cancel or terminate the registration with immediate effect, without any obligation to refund any amounts paid by you to the Tappaya or without the obligation to compensate you for any damages incurred therewith. You acknowledge and agrees that Tappaya is entitled (in its sole discretion) to suspend, cancel, transfer, or otherwise modify a domain name registration in order to comply with a court order. In no event shall Tappaya be liable to you in that respect.
d. You shall defend, indemnify and hold harmless the Tappaya from and against any and all claims, losses, damages, liabilities, costs and expenses, including attorneys’ fees, arising from or relating to your breach of the Registration Agreement, these Terms or any policies which apply to the Services, as well as your use of the domain name or any third party claim with respect to the domain name.
III. Fees
a. Registrar Services are subject to payment of the applicable fees. All fees are non-refundable, in whole or in part, even if your domain name registration is suspended, cancelled, or transferred prior to the end of your then-current registration term. It is the responsibility of the listed registrant for the domain name to maintain records appropriate to document and prove the initial domain name registration date.
b. Tappaya reserves the right to modify fees, surcharges, and renewal fees or to institute new fees at any time with 30 days' notice, for any reason, at its sole discretion.
IV. Registration Information
a. As part of the domain name registration process and in accordance with ICANN policies, a registered name holder is required to submit, and update within seven (7) days of any change, complete and accurate information, including (but not limited to) the following:
i. The domain name registrant's name and postal address;
ii. The domain name being requested;
iii. Administrative contact information, including the name, postal address, email address, telephone number, and where available, fax number of the administrative contact for the domain name; and
iv. Technical contact information, including the name, postal address, email address, telephone number, and where available, fax number of the technical contact for the domain name; and
v. Billing contact information, including the name, postal address, email address, voice telephone number, and where available, fax number of the billing contact for the domain name.
vi. The original creation date of the domain name registration;
vii. The submission date and time of the registration to Tappaya and by Tappaya to the proper registry;
viii. Communications (electronic or paper form) constituting registration orders, modifications, or terminations and related correspondence between You and the Tappaya;
ix. Account records for your domain name registration, including dates and amounts of all payments and refunds;
x. The IP addresses of the primary nameserver and any secondary nameservers for the domain name;
xi. The corresponding names of those nameservers;
xii. The name, postal address, email address, voice telephone number, and where available, fax number of the technical contact for the domain name;
xiii. The name, postal address, email address, voice telephone number, and where available, fax number of the administrative contact for the domain name;
xiv. The expiration date of the registration; and
b. Information regarding all other activity between you and us regarding your domain name registration and related services.
c. You therefore acknowledge and agree that Tappaya will make this information available as part of the domain name registration process.
d. Upon renewal of the domain name registration, the type of information You is required to provide may have changed. You acknowledge and agree that the Tappaya may refuse renewal of the registration if you fail to timely submit any additional required information.
B. Broker Services. The following additional Terms apply with respect to Domain Brokerage Services (the “Brokerage Services”) provided by Tappaya, to you
I. Brokerage Definitions
a. Asking Price: the amount for which Tappaya brokerage is authorized to publish a Brokered Domain for sale.
b. Brokered Domain: a domain name that You refers to Tappaya brokerage for Brokerage Services hereunder.
c. Buyer: a person who wishes to purchase a registered domain name.
d. Commission and/or Fee: the amount to be paid by You to Tappaya as set forth below.
e. Reserve Price: the minimum amount for which Tappaya brokerage is expressly authorized to sell a Brokered Domain.
f. Sales Price: the sum of the cash plus the value of any other consideration that a Buyer pays, remits, barters, or otherwise exchanges in order to obtain rights to a Brokered Domain hereunder.
g. Seller: a person who is the registrant of the domain name that a Buyer wishes to purchase.
II. Description of Services. The Brokerage Services are provided to facilitate the buying and selling of currently registered domain names only, and not the purchase or sale of associated website content. Tappaya provides a venue and a transaction facilitation process and will take a stated commission for each completed transaction. Tappaya is not an escrow agent. As a result, Tappaya does not guarantee the quality, safety or legality of many of the domain names. A Seller may elect to withdraw from negotiations at any time without any penalty up until the point in time when Seller has provided a verbal or written confirmation of an agreed upon purchase price, at which point the negotiation process is deemed to be complete.
You acknowledge and agree that your transaction will be handled by Tappaya’s “Transaction Assurance” process. Tappaya will remit payment of the full agreed upon purchase price to the Seller within approximately 20 days after receiving funds from the Buyer, except in the event of a dispute or where the payment is suspected to be fraudulent, as determined by Tappaya in its sole and absolute discretion.
By using Tappaya's “Transaction Assurance” process, you authorize Tappaya to perform tasks on your behalf in order to complete the transaction. In these transactions, Tappaya acts as a transaction facilitator to help you buy and sell domain names. Tappaya will not use your funds for its operating expenses or any other corporate purposes, and will not voluntarily make funds available to its creditors in the event of bankruptcy or for any other purpose. You acknowledge Tappaya is not a bank and the service is a payment processing service rather than a banking service. You further acknowledge Tappaya is not acting as a trustee, fiduciary or escrow with respect to your funds.
Except under the limited circumstances expressly set forth in Section 8 Limited Warranty for Sold Domains below, Tappaya is not responsible and disclaims all liability in the event that the domain name transaction fails to complete due to breach by either the Buyer or the Seller of its respective obligations. Buyer acknowledges and agrees that Buyer does not obtain any rights in the registration of a domain name until the transaction is complete
In all transactions, where the domain name is registered to Tappaya, domain names purchased through the Services may not be transferred away from Tappaya to another registrar for a period of sixty (60) days following the Change of Ownership date.
FOR THE PURPOSE OF FACILITATING THE CHANGE OF REGISTRANT INFORMATION DURING AND AFTER THE SALE OF ANY DOMAIN NAME, WHETHER AS BUYER OR SELLER, AND IN ACCORDANCE WITH ICANN'S CHANGE OF REGISTRANT POLICY, YOU AGREE TO APPOINT TAPPAYA AS YOUR DESIGNATED AGENT FOR THE SOLE PURPOSE OF EXPLICITLY CONSENTING TO MATERIAL CHANGES OF REGISTRATION CONTACT INFORMATION ON YOUR BEHALF. AS DEFINED IN ICANN’S CHANGE OF REGISTRANT POLICY, A “DESIGNATED AGENT” MEANS AN INDIVIDUAL OR ENTITY THAT THE PRIOR REGISTRANT OR NEW REGISTRANT EXPLICITLY AUTHORIZES TO APPROVE A CHANGE OF REGISTRANT REQUEST ON ITS BEHALF.
III. Your Obligations (Applicable to Both Seller and Buyer)
You agree to thoroughly, accurately, and honestly complete all forms and requests for information provided by Tappaya throughout the process. You agree Tappaya will not be responsible for any false or misleading information you provide, whether intentionally or unintentionally.
You agree to notify Tappaya within five (5) business days when any of the information you provided changes. It is your responsibility to keep this information in a current and accurate status. Failure by you, for whatever reason, to provide Tappaya with accurate and reliable information on an initial and continual basis, shall be considered a material breach of this Agreement. Failure by you, for whatever reason, to respond within five (5) business days to any inquiries made by Tappaya to determine the validity of information provided by you, shall also be considered a material breach of this Agreement.
Both Buyer and Seller are obligated to complete the transaction after they mutually agree to a price for the domain(s). Both Buyer and Seller specifically authorize and direct Tappaya to act as their Designated Agent to facilitate the transfer of the domain(s).
IV. Provisions Specific to Seller
As a Seller, you may use the Services to list domain names to which you have registration rights for sale and are able to transfer in accordance with your obligations under this Agreement. By using the Services for such purposes, you represent and warrant that:
i. You have all rights, titles, and interests in the domain name necessary to complete the transaction;
ii. You have the ability to transfer the domain name free and clear of any obligations, liabilities, liens or encumbrances;
iii. The domain name does not infringe on the intellectual property rights of anyone else;
iv. You have the right to transfer the domain name in accordance with your obligations under this Agreement;
v. The domain name(s) are/were properly purchased, registered, or otherwise acquired without any fraud or misrepresentation;
vi. You have no notice or knowledge that the domain name is subject of any litigation, claims, arbitration or other legal proceeding, including any Uniform Domain-Name Dispute-Resolution, whether pending, contemplated or threatened; and
vii. You shall comply with all applicable laws and regulations in connection with your performance under this Agreement.
You agree not to sell any domain name to any Buyer found through the Services without using the Services to complete the transaction. Should Tappaya find that you are circumventing the Services, Tappaya reserves the right to terminate your account and cancel all of your listings.
You are obligated to complete the transaction if Buyer commits to purchase the domain name through a fixed, agreed upon price. Should you fail to complete the transaction for any reason (including, but not limited to, failing to move the domain name to Tappaya's account if Buyer commits to purchase the domain name through a fixed, agreed upon price, Tappaya reserves the right to (i) charge you a fee or (ii) terminate your membership with Tappaya (as determined by Tappaya in it sole and absolute discretion).
The authority granted to Tappaya by the Deposit Account owner herein will remain in full force and effect until Tappaya has received written notification from the Deposit Account owner that such authority has been revoked, but in any event, such writing shall be provided in such a manner as to afford Tappaya a reasonable opportunity to act on such revocation, or until Tappaya has sent notice to terminate this Agreement.
Tappaya will not release the domain name to Buyer until receipt of confirmation that the funds have been verified.
V. Provisions Specific to Buyer
As a Buyer, you are required to deposit the mutually agreed-upon price and Commission, as established by Tappaya, as soon as practical after you and the Seller reach an agreement, but in no event later than five (5) business days after you and the seller have agreed to a price. Once you send payment, Tappaya will hold those funds for a prescribed period of time based on the type of transaction, at which time Tappaya will remit payment to the Seller. At no time will Buyer be able to withdraw those funds or send the funds to another recipient unless the initial transaction is cancelled. Should the seller refuse payment, the funds will be returned to Buyer. You agree Tappaya is not responsible for breach of contract based upon Seller's refusal to accept the aforementioned mutually agreed to purchase price. In the event you and the Seller do not reach an agreement upon a purchase price, Tappaya shall return any funds held by Tappaya for the purchase of the domain to you as soon as commercially reasonably possible.
Buyer acknowledges and agrees that in no event shall Tappaya refund the initial fee Buyer is required to pay to use the Services.
Ultimately within 30 days after payment of the Domain Purchase Price to Tappaya, the Buyer shall effectuate the transfer of the domain itself in accordance with the transfer instructions as sent by the Tappaya. Parties may agree to an extension of the transfer period, for example in case the transfer of the domain is explicitly delayed as agreed by the Tappaya and Buyer. If the Buyer doesn’t transfer the domain within the set timeframe of 30 days, and no exceptions to this clause have explicitly been made, the Buyer is deemed to have waived its rights to the domain. In the event the transfer of the domain has not been effectuated within the 30 day’s timeframe, the Tappaya will be the legal owner of the domain. Parties acknowledge and agree that no refund of the Domain Purchase Price is possible after payment of such Price to the Seller.
VI. Tappaya’s Rights
In addition to any and all other rights reserved by Tappaya in this Agreement, Tappaya expressly reserves the right in its sole discretion to:
i. Modify its pricing through email notification;
ii. Deny, cancel, terminate, suspend, lock, or modify access to your Services for unsolicited, commercial e-mailing (i.e., spam, sending email to subscribers who have not "opted-in"); illegal access to other computers or networks (i.e., hacking); distribution of internet viruses or similar destructive activities; non-payment of fees; activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which you conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism, and child pornography; activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way, and other activities whether lawful or unlawful that Tappaya determines, in its sole discretion, to be harmful to its other customers, operations, or reputation;
iii. Deny, cancel, terminate, suspend, lock, or modify access to your Services if your use of the Services results in, or is the subject of, legal action or threatened legal action, against Tappaya or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit; and
iv. Deny, cancel, terminate, suspend, lock, or modify access to your Services if you have not accessed or logged into it for ninety (90) days.
Tappaya has no obligation to monitor the Services but reserves the right to do so. Tappaya reserves the right to edit the descriptions and comments on listings. You acknowledge and agree that Tappaya shall have the right to make public certain information in connection with the sale or purchase of domains on the Site, including but not limited to (a) the name of the domain name sold or purchased, (b) the sale or purchase price of the domain name sold or purchased, and (c) information relating to the timing of the sale or purchase.
VII. Remedies and Right to Cancel
Without limiting other remedies, if:
1. You breach this Agreement, or any document incorporated by reference;
2. Tappaya determines your actions may pose a risk to Tappaya or its members; or
3. Tappaya determines your use of the Services infringes on the intellectual property or legal rights of others.
Tappaya may immediately:
4. Warn its members of your actions;
5. Place a hold on any pending transactions associated with your account(s);
6. Limit funding sources and payments;
7. Limit your access to your account(s) or to any functionality of your account(s); or
8. Indefinitely suspend or close your account(s) and refuse to provide our Services to you.
In addition, Tappaya reserves the right to hold funds beyond normal distribution periods for transactions it deems suspicious or for account(s) conducting high transaction volumes to ensure integrity of the funds. If Tappaya closes your account(s), Tappaya will provide notice and pay you all of the unrestricted funds in your account(s) due to you.
VIII. Limited Warranty for Sold Domains
Domain Broker Service sales will be guaranteed for payment by Tappaya if the Buyer does not perform and if the Buyer is not an associated party of the Seller. In the event of a breach by the Buyer of any of its responsibilities related to payment under the completed sale, the Seller agrees to immediately transfer all of Seller’s right to the respective domain name to Tappaya and Tappaya agrees to pay Seller the final sales price less agreed upon commission. In the event of a breach by the Buyer of any of its responsibilities related to payment under the completed sale, the Seller agrees to immediately transfer all of Seller’s right to the respective domain name to Tappaya and Tappaya agrees to pay Seller the full agreed upon purchase price.
For purpose of this limited warranty, a “completed sale” means an accepted private Buy Now transaction for a domain name through Domain Broker Service on Tappaya's Site, combined with receipt of payment by Tappaya and transfer of the domain name to Tappaya control. Additionally, certain domain names are ineligible for this limited warranty subject to exception, as determined by Tappaya in its sole and absolute discretion, including, but not limited to, .ch, .ro, .jp, .pt, .ua, .ae end .ee.
Notwithstanding anything to the contrary in this Agreement, Tappaya expressly reserves the right in its sole discretion to opt out of the Limited Warranty for Sold Domains.
C. API Transactional Services. The following additional Terms apply with respect to application programming interface (“API”) services (the “API Services”) provided by Tappaya, to you. Tappaya offers API Services to third party platforms and integrators for using its Services. In order to access the Services provided by Tappaya, the third party platform and/or integrator must create an integrator account via Tappaya’s Site and accept applicability of these Terms. The third party platform and/or integrator acknowledges and agrees to be bound by these Terms. The third party platform and/or integrator shall not provide any information, content or Services associated with the Tappaya’s Services to its own clients, unless such clients have accepted the Tappaya’s Terms
D. Lease to Own. The following additional Terms apply with respect to Lease to Own Services (the “LTO Services”) provided by Tappaya, to you.
I. Definitions
a. LTO Domain: a domain name that you purchase from Tappaya through the Site with an agreement to pay over time.
b. LTO Term: the period agreed between Tappaya and Buyer during which Buyer will have access to the DNS and will make monthly payments to Tappaya.
c. Service Fee: fee owed by Buyer to Tappaya for the Services provided by Tappaya during the LTO Term, including, but not limited to, renewing the LTO Domain, providing administrative services related to the management of the LTO Domain, forwarding correspondence, etc.
II. Description of Services. The LTO Services are provided to facilitate the buying and selling of currently registered domain names through payments over time, and not the purchase or sale of associated website content.
As Buyer, you agree to purchase the LTO Domain from Tappaya. During the LTO Term, Tappaya will make the DNS for the LTO Domain available to Buyer. You are required to deposit the mutually agreed-upon price and Buyer’s Service Fee, as established by Tappaya, as soon as practical after you agree to the purchase price, but in no event later than five (5) business days. At no time will Buyer be able to withdraw those funds or send the funds to another recipient unless the initial transaction is cancelled. You agree that Tappaya is not responsible for breach of contract based upon a failure to transfer the LTO Domain to Buyer after the first payment is deposited. In the event that Tappaya is unable to make the LTO Domain Name DNS available to Buyer after the first installment payment, Tappaya shall return any funds provided by buyer for the purchase of the LTO Domain Name as soon as commercially reasonably possible.
III. Fees and Payment.
a. You are responsible for paying the monthly payment related to your LTO Domain plus any applicable Service Fee.
Any commissions may be subtracted from the payment, instalment payment or rental payment and, if these payments are not sufficient, from the subsequent payments. In the event that the domain name is purchased in instalments or rented, the commission subtracted will be limited to the secured instalment or rent payment (e.g.: if the commission is 25%, and the instalment price $100, the Tappaya only subtracts $25 from the payout of the Seller for each instalment.)
IV. Your Additional Obligations.
a. Buyer agrees to use the LTO Domain only in accordance with any applicable laws and/or regulations, and with all duty and care. For the avoidance of doubt, Buyer is prohibited from using the LTO Domain in a manner (as determined by Tappaya in its sole and absolute discretion) that:
i. in breach of any applicable law, statute, or regulation;
ii. is fraudulent, criminal or unlawful;
iii. promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
iv. infringes or breaches the patent, copyright, trademark, trade secret, right of publicity or other intellectual property) rights of any third party;
v. contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor's legal guardian’s permission);
vi. provides information on any illegal activity (including, but not limited to, instructional information on acquiring or fabricating illegal weapons or drugs, privacy violations or distributing computer viruses);
vii. publicizes or promotes commercial activities an/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; or
viii. involves the use, delivery or transmission of any viruses, harmful code, unsolicited emails, Trojan horses or any other computer programming routines that are intended to disrupt, damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
b. Buyer acknowledges and agrees not to engage in any activity with the LTO Domain or using the LTO Services that would decrease the value of the LTO Domain. Such activities include, but are not limited to, the use of aggressive SEO strategies, techniques and tactics that focus only on search engines and not a human audience, and usually does not obey search engines guidelines (black hat SEO), such as keyword stuffing, invisible text, doorway pages, adding unrelated keywords to the page content or page swapping (changing the webpage entirely after it has been ranked by search engines), and the use of the domain name for spam activities.
c. Buyer may not grant any third party any rights to the LTO Domain, including any right to use the LTO Domain.
d. Buyer agrees to protect, defend, indemnity and hold harmless Tappaya and its officers, directors, employees, agents and third party service providers from and against any and all claims, demands, costs, expenses, losses liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Tappaya directly or indirectly arising from (i) your use of the LTO Services; (ii) your violation(s) of any provision of this Agreement; and/or (iii) your violation of any third party right, including without limitation any intellectual property or other proprietary right. This indemnification obligation shall survive any termination or expiration of this Agreement or your use of the LTO Services.
V. Tappaya’s Rights
a. Tappaya may terminate your use of the LTO Services for any violation or breach of any of the terms of this Agreement by you. Any such termination will not entitle you to any refund of payments already made to Tappaya for any LTO Services or Service Fee, and you will lose any and all access to the applicable LTO Domain.
b. If the LTO Services are terminated, Tappaya reserves the right to sell the LTO Domain to any party, including potential competitors of Buyer. Tappaya shall have no ongoing obligation to Buyer related to the LTO Domain.
c. The parties acknowledge and agree that the Tappaya is not a payment provider and that Tappaya does not make any warranties in that respect. In order to effectuate the transfer of payments, Tappaya uses the services of a third party payment provider. The terms and conditions of the third party payment provider shall apply to such payments.
VI. Remedies and Right to Cancel
Without limiting any other remedies available to Tappaya, if
a. You breach this Agreement, or any document incorporated by reference;
b. Tappaya determines your actions may pose a risk to Tappaya or its members;
c. Tappaya determines your use of the Services infringes on the intellectual property or legal rights of others.
Tappaya may immediately:
d. Warn its members of your actions;
e. Place a hold on any pending transactions associated with your account(s);
f. Limit funding sources and payments;
g. Limit your access to your account(s) or to any functionality of your account(s); or
h. Indefinitely suspend or close your account(s) and refuse to provide our Services to you.
In addition, Tappaya reserves the right to hold funds beyond normal distribution periods for transactions it deems suspicious or for account(s) conducting high transaction volumes to ensure integrity of the funds. If Tappaya closes your account(s), Tappaya will provide notice and pay you all of the unrestricted funds in your account(s) due to you.