PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER PROVISION, WHICH AFFECT YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH TAGSTRADE, INC. BY ACCESSING OR USING OUR WEBSITE, APPLICATIONS OR OTHER PRODUCTS OR SERVICES (TOGETHER, THE “TAGSTRADE SERVICE”), YOU AGREE TO BE BOUND BY ALL TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE (“TERMS”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE TAGSTRADE SERVICE.
YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING AN INTERNET-BASED MARKETPLACE AND INTERACTING WITH OTHER USERS IN PERSON AS OUTLINED IN SECTION 17.
These Terms apply to your access to and use of the TAGSTRADE Service provided by TAGSTRADE, Inc. (“TAGSTRADE,” “we” and “us”). Additional terms (including, but not limited to, the terms of social media services and third-party payment processors) may apply to particular functionalities and features related to the TAGSTRADE Service.
1. Eligibility
ONLY USERS WHO ARE THIRTEEN (13) YEARS OF AGE OR OLDER MAY REGISTER FOR OR USE THE TAGSTRADE SERVICE. The TAGSTRADE Service is not targeted towards, nor intended for use by, anyone under the age of thirteen (13). If you are between the ages of thirteen (13) and eighteen (18), you may use the TAGSTRADE Service only under the supervision of a parent or legal guardian who agrees to be bound by these Terms and any applicable additional terms. You further represent and warrant that you: (a) have not previously been suspended or removed from using the TAGSTRADE Service; (b) are legally a citizen of any country, and (c) may enter into this agreement without violating any other agreement to which you are a party. If you are registering to use the TAGSTRADE Service on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
2. Your Account
In order to build a strong trusted groups of people, we ask that to provide your real name when creating a TAGSTRADE account. You will be solely responsible and liable for any and all loss, damage, and additional costs that we or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration information as needed.
You agree to: (a) provide true, accurate, current and complete Registration Data; (b) maintain and update such Registration Data to keep it true, accurate, current and complete; (c) consent to allow TAGSTRADE to contact you for the purpose of confirming some or all of your Registration Data, to conduct research and to resolve disputes, as TAGSTRADE may elect to do from time to time.
Here are the commitments Members make to us relating to registering and maintaining the security of their account:
- Members will not provide any false information on TAGSTRADE.
- If we disable a Member's account, they will not create another one without our permission.
- Members under 18 are only permitted with a parent or legal guardian's supervision (including that parent or guardian agreeing to these Terms and our Policies on behalf of the Member).
- Members who are currently charged with or have been convicted of a crime that is violent or sexual in nature are not permitted on TAGSTRADE.
- Members' contact information should be accurate and up-to-date.
- Members will not share passwords, let anyone else access their account, or do anything else that might jeopardize the security of their account.
Sharing Your Content and Information
Members own the content and information they post on TAGSTRADE. In addition:
1 . For content that is covered by intellectual property rights, like photos and videos, Members grant TAGSTRADE a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license right to use, modify, publish, transmit, make available and otherwise exploit content that is posted by Members on the TAGSTRADE Platform and in any other media for administrative and promotional purposes. By posting content on the TAGSTRADE Platform, Members represent and warrant that they have the necessary rights to grant the license rights granted herein.
2 . Members can delete content and information, however if you share information with other Members that information and content may remain available to those Members and the persons with whom they have shared that content and information.
3. By posting content or information on Members are permitting other Members, to access, share and use that information, and to associate it with themselves (i.e. a member's name and profile picture may appear along side information they post or that is shared).
3.Rules for Buying and Selling
TAGSTRADE is not involved in the actual transactions between Members - sellers or buyers. For further clarity:
1. All agreements made for the exchange or purchase of goods or services are made directly between Members. The TAGSTRADE Platform is a marketplace in which the communication between sellers and buyers takes place.
2. TAGSTRADE does not pre-screen or vet the products or services offered by sellers through the site. Buyers should do their own due diligence. In other words – buyer beware.
3. Buyers and Sellers must be over the age of 18 or have parental or legal guardian supervision when buying or selling any Item through the TAGSTRADE Platform.
4. Sellers must be legally able to sell the Item(s) posted for sale. Sellers represent and warrant that they are the sole owners of Items they offer for sale on the TAGSTRADE Platform.
5. Sellers are solely responsible for calculating, remitting and repaying all applicable taxes in respect of goods or services they sell through the TAGSTRADE Platform.
6. Disputes between buyers and sellers must be resolved between them. Members may elect to inform groups Managers of disputes. groups Managers and/or TAGSTRADE may at their own discretion endeavour to assist where possible in the resolution of member disputes. TAGSTRADE may be called upon via email at www.tagstrade.com to assist in resolution of disputes. TAGSTRADE will, at its own discretion, endeavour to help resolve disputes as an informal mediator based on its experience working with the membership, however responsibility for resolution of disputes remains solely with buyers and sellers.
7. TAGSTRADE has a no tolerance policy for breach of its Terms and Policies including but not limited to if a member is reported or found to be selling Prohibited Items, TAGSTRADE reserves the right to remove the item and/or, subject to the severity of the breach, the member from TAGSTRADE.
8. The TAGSTRADE Platform is used for the posting of Items for sale by third parties and we do not advertise or sell our own products or services through the TAGSTRADE Platform. As a result, we have no control over and, to the extent permitted by law, make no representations, warranties or conditions in relation to the merchantability, suitability, quality, safety or legality of any items advertised for sale on TAGSTRADE although we do aim to ensure a safe marketplace through these Terms, our Policies and the requirements of our Prohibited Items list which all users must adhere to on the Site.
4. Fees & Payments
TAGSTRADE is free to use, including creating an account, joining and participating in groups as well as downloading and using our Apps.
Transactions between Buyers and Sellers will vary in value and are negotiated directly between Buyers and Sellers. If you are a Seller you are committing to selling items at the cost agreed with a particular Buyer.
5. Safety
TAGSTRADE is committed to prioritizing the safety of members buying and selling online using our platform.
We do our very best to keep the TAGSTRADE Platform safe but we also rely upon our Members to help. This includes the following commitments from each member:
1. No bullying, intimidation, or harassment of any member.
2. No posting of content that: is hate speech, is threatening, is sexual or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
3. When interacting with other members of the group in-person, or through any other medium inside or outside of TAGSTRADE, no behaviour that is in any way: sexual, insulting, threatening, or violent; intimidates another member of the groups or any other person; or generally any other form of behaviour that is deemed by groups Managers or TAGSTRADE to fall below the expected standard of behaviour that you commit to by using the TAGSTRADE Platform.
4. No use of the TAGSTRADE Platform to do anything unlawful, fraudulent, misleading, malicious, or discriminatory.
5. No posting of unauthorized commercial communications (such as spam).
6. No collection of Members' content or information for any purpose other than responding to and facilitating a purchase or sale through the TAGSTRADE Platform.
7. No access to the TAGSTRADE Platform using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.
8. No unlawful marketing, such as a pyramid schemes.
9. No promoting or linking to other platforms competing directly or indirectly with TAGSTRADE.
10. No promoting or linking to external websites or mobile applications that contain content that goes against the letter or spirit of these Terms or Policies, such as but not limited to gambling and pornographic websites or web or mobile properties distributing dangerous, illegal or copyrighted content.
11. No public posting of personally identifiable information, such as but not limited to, phone numbers, street addresses or banking information. For your safety, you may share this information with specific members in private messages.
12. No uploading of viruses or other malicious code.
13. No solicitation of login information or accessing an account belonging to someone else.
14. No facilitation, encouragement or actual violations of our Terms or Policies.
You acknowledge that by using the TAGSTRADE Platform, you might be exposed to materials that you consider offensive, indecent or objectionable. Under no circumstances will TAGSTRADE be liable in any way for such materials or content but if you see any offensive or otherwise objectionable content on the TAGSTRADE Platform (eg. offers for sale or requests to purchase) please inform us. TAGSTRADE reserves the right, but not the obligation to regulate content on the TAGSTRADE Platform. As stated previously, TAGSTRADE also has the right in its sole discretion to limit, modify, suspend or discontinue or remove any content. However, TAGSTRADE and its representatives shall not be liable for any losses, damages or harm resulting from such action or inaction.
6. Discontinuance of the TAGSTRADE Service
TAGSTRADE may, in its sole discretion and without liability to you, modify, discontinue, terminate, suspend or shut-down (temporarily or permanently) all or any portion of the TAGSTRADE Service at any time, without prior notice. Upon any such action by TAGSTRADE, you must immediately stop using the TAGSTRADE Service. You may also cancel your Account at any time, as described in Section 15 below. In addition, the TruYou feature and similar programs involving Badges may be discontinued at any time without notice.
7. Acceptable Use
When accessing or using the TAGSTRADE Service, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort. Without limiting the generality of the foregoing, you agree that you will not do, and will not permit any third party to do, any of the following:
- Engage in any unauthorized use of the TAGSTRADE Service (including, without limitation, political campaigning, advertising, or marketing);
- Transmit or otherwise make available any content that: (1) you do not have the right to provide or transmit using the TAGSTRADE Service, (2) may expose TAGSTRADE or its affiliates, licensors, or users to any harm or liability, or (3) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, unlawful, untrue, or otherwise objectionable;
- Upload to, transmit, distribute, store, create, or otherwise sell or offer for sale anything that violates our Prohibited Items Guidelines.
- Transmit or otherwise make available any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Originate, send, deliver, relay or otherwise transmit unsolicited commercial email or other messages through the TAGSTRADE Service;
- Copy any portion of the TAGSTRADE Service or any underlying content or source code;
- Reverse engineer, disassemble or decompile any portion of the TAGSTRADE Service or otherwise attempt to discover or re-create the source code to any software;
- Distribute the software or source code behind the TAGSTRADE Service to any third party;
- Make any modification, adaptation, improvement, enhancement, translation or derivative work of or to any portion of the TAGSTRADE Service;
- Remove, alter, or obscure any copyright or other proprietary notices of TAGSTRADE or its affiliates or licensors in any portion of the TAGSTRADE Service;
- Obscure or disable any advertisements that appear on or through the TAGSTRADE Service;
- Use any type of automated means, including without limitation any harvesting bot, robot, spider, script, crawler, scraper or other automated means or interface not provided by TAGSTRADE, to utilize the TAGSTRADE Service or to collect or extract data;
- Access without authorization any networks, systems, or databases used in providing the TAGSTRADE Service or any accounts associated with TAGSTRADE Service, or to access or use any information therein for any purpose;
- Attempt to probe, test, hack, or otherwise circumvent any security measures;
- Violate any requirements, policies, procedures or regulations of any network connected to the TAGSTRADE Service;
- Use the TAGSTRADE Service in any manner that could damage, disable, overburden, or otherwise impair the TAGSTRADE Service (or the networks connected to the TAGSTRADE Service);
- Interfere with or disrupt the use and enjoyment by others of the TAGSTRADE Service, including without limitation attempting, in any manner, to obtain the password, account, or other security information of any other user;
- Falsely state, impersonate, or otherwise misrepresent your identity;
- Provide false information during Account creation or when using the TruYou Badge or the TAGSTRADE Payment Solution, or otherwise provide false, inaccurate or misleading information;
- Create more than one Account or create an Account on behalf of anyone other than yourself without permission;
- Use or attempt to use another user’s Account without authorization;
- Attempt to pay for an item using the TAGSTRADE Payment Solution with an Electronic Payment Method that you either do not own or are not validly authorized to use;
- Use the TAGSTRADE Service in any manner to stalk, harass, invade the privacy of, or otherwise cause harm to, any person;
- Use the TAGSTRADE Service in any manner that exposes TAGSTRADE to any harm or liability of any nature;
- Use the TAGSTRADE Service to infringe or violate the intellectual property rights or any other rights of anyone else (including TAGSTRADE);
- Develop any third-party applications that interact with the TAGSTRADE Service without TAGSTRADE’s prior written consent;
- Use the TAGSTRADE Service to engage in any illegal or unauthorized purpose or to engage in, encourage, or promote activities that are unlawful, misleading, malicious or discriminatory, including, but not limited to violations of these Terms, illegal gambling, fraud, money-laundering, or terrorist activities;
- Transfer any rights granted to you under these Terms; or Encourage or induce any third party to engage in any of the activities prohibited under this section.
If you violate any of the foregoing, TAGSTRADE reserves the right to suspend or terminate your right to access and use the TAGSTRADE Service immediately without notice, and you will have infringed TAGSTRADE’s intellectual property and other rights, which may subject you to prosecution and damages. TAGSTRADE also reserves the right to take any remedies it deems appropriate under the circumstances if you have purchased or sold items that are in violation of this Section 7. TAGSTRADE reserves the right at all times to monitor, review, retain and disclose any information regarding your use of the TAGSTRADE Service as necessary to satisfy any applicable law, regulation, legal process or governmental request. You also acknowledge and agree that TAGSTRADE is not responsible or liable for the conduct of, or your interactions with, any users of the TAGSTRADE Service (whether online or offline). Your interactions with other users are solely between you and such users and we are not responsible or liable for any loss, damage, injury or harm which results from these interactions. In addition, enforcement of these Terms is solely in our discretion, and the absence of enforcement in some instances does not constitute a waiver of our right to enforce these Terms in other instances. These Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the TAGSTRADE Service will not contain any content that is prohibited by these Terms.
8. User Content
In the course of using the TAGSTRADE Service, you may transmit or otherwise make available certain content, including information about yourself, content, messages, materials, data, information, text, photos, graphics, code or other items or materials (“User Content”) through interactive areas or services, such as posting items for sale, making an offer, private messaging, or other areas or services. User Content may be publicly viewable in some instances. TAGSTRADE reserves the right, but does not have the obligation, to remove, screen or edit any User Content posted, transmitted, or stored on the TAGSTRADE Service at any time and for any reason without notice. You will not (and will not allow or authorize any third-party to) post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise, publish through the TAGSTRADE Service any of the following:
- User Content that is, in TAGSTRADE’s judgment, disrespectful or may expose TAGSTRADE, Users or others to harm or liability;
- User Content that may infringe the patent, trademark, trade secret, copyright, intellectual, privacy or proprietary right of any party;
- Private information of any third parties, including addresses, phone numbers and payment card information;
- Viruses, corrupted data or other harmful, disruptive, or destructive files; or User Content that inhibits any other person from using or enjoying the TAGSTRADE Service.
You are solely responsible for creating backup copies of and replacing your User Content at your sole cost and expense. You acknowledge and agree that TAGSTRADE is not responsible for any errors or omissions that you make in connection with the TAGSTRADE Service. By submitting or posting User Content, you hereby grant to TAGSTRADE a non-exclusive, transferable, royalty-free, perpetual, irrevocable, sublicensable right to use, reproduce, modify, adapt, publish, translate, sell, create derivative works from, distribute, perform, and display the User Content, and your name, company name, location and any other information you submit with the User Content, in connection with the TAGSTRADE Service. The use of your or any other User’s name, likeness, or identity in connection with the TAGSTRADE Service does not imply any endorsement thereof unless explicitly stated otherwise. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy.
9. Moderation
You agree that TAGSTRADE may moderate access to and use of the TAGSTRADE Service in our sole discretion through any means (including, for example, blocking, filtering, deletion, delay, omission, verification, and/or termination of your access. Furthermore, we have the right to remove any posting you make on the TAGSTRADE Service if, in our opinion, your post does not comply with the content standards set out in Sections 7 and 8 above, and any other TAGSTRADE Service rules, including without limitation the Prohibited Items Guidelines. You agree not to bypass or attempt to bypass such moderation. You further agree that TAGSTRADE is not liable for moderating, not moderating or making any representations regarding moderating.
10. Third Party Services and Content
In using the TAGSTRADE Service, you may view content, utilize services, or otherwise interact with content and services provided by third parties, including, but not limited to, the TAGSTRADE Payment Solution provided by a third-party payment processor, links and/or connections to websites, applications or services of such parties (“Third-Party Content”). TAGSTRADE does not control, endorse or adopt any Third-Party Content and you acknowledge and agree that TAGSTRADE will have no responsibility for any Third Party Content, including without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business or other dealings or correspondence with such third parties are solely between you and the third parties. TAGSTRADE is not responsible or liable for any damage or loss of any sort caused, or alleged to be caused, by or in connection with any such dealings, including the delivery, quality, safety, legality or any other aspect of any good or services that you may purchase or sell to or from a third party.
11. Feedback
Any comments or materials sent to us, including, but not limited to, ideas, questions, comments, suggestions, feedback or the like regarding the TAGSTRADE Service or any other products or services of TAGSTRADE (collectively, "Feedback"), is non-confidential and will become our sole property. We will have no obligation to you of any kind, monetary or non-monetary, with respect to such Feedback and will be free to reproduce, use, disclose, exhibit, display, transform, create derivative works from and distribute the Feedback to others without limitation or obligation. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Further, you agree not to submit any feedback that is defamatory, illegal, offensive or otherwise violates any right of any third party, or breaches any agreement between you and any third party.
12. Copyright Policy
A. Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, TAGSTRADE has adopted a policy of terminating, in appropriate circumstances and at TAGSTRADE’s discretion, users who are deemed to be repeat infringers. We also may, at TAGSTRADE’s discretion, limit access to the TAGSTRADE Service and terminate access of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
B. Copyright Complaints. If you believe that anything on the TAGSTRADE Service infringes upon any copyright that you own or control, you may file a notification with TAGSTRADE’s Designated Agent as set forth below:
Designated Agent:
TAGSTRADE Copyright Agent
Address of Designated Agent:
320 Jersey St
Denver, Co 80220
Email Address of Designated Agent:
info@tagstrade.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by TAGSTRADE or the alleged infringer as the result of TAGSTRADE’s reliance upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
13. Intellectual Property Rights
Unless otherwise indicated, the TAGSTRADE Service and all content, materials, information, functionality and other materials displayed, performed, contained or available on or through the TAGSTRADE Service, including, without limitation, the TAGSTRADE logo, and all designs, text, graphics, pictures, information, data, sound files, images, illustrations, software, other files, and the selection and arrangement thereof (collectively, the “Materials”) are the proprietary property of TAGSTRADE or its affiliates or licensors, and are protected by U.S. and international copyright laws and other intellectual property rights laws.
Except as otherwise provided, subject to your compliance with all of the terms and conditions of these Terms, and in consideration of your promises reflected herein (and with respect to any services requiring payment of fees, your payment of such fees), we grant to you a revocable, personal, non-exclusive, non-assignable and non-transferable license for personal, non-commercial purposes, except where explicitly provided otherwise, to (i) access and use the TAGSTRADE Service, (ii) cause the Materials to be displayed from a computer and/or mobile device and (iii) use the Materials, solely as permitted under these Terms (the “License”). TAGSTRADE and its affiliates and licensors reserve all rights not expressly granted to you in these Terms. You agree that these Terms do not grant you any rights in or licenses to the TAGSTRADE Service or the Materials, except for this express, limited License. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Materials or any other part of the TAGSTRADE Service or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you agree not to frame or display the TAGSTRADE Service or Materials (or any portion thereof) as part of any other website or any other work of authorship without our prior written permission. The License granted under this Section will automatically terminate if we suspend or terminate your access to the TAGSTRADE Service.
14. Trademarks
TAGSTRADE, TAGSTRADE.com, and other TAGSTRADE graphics, logos, page headers, buttons, icons, scripts, and service names are trademarks, registered trademarks, or trade dress of TAGSTRADE or its affiliates in the U.S. and/or other countries, and may not be copied, imitated, or used, in whole or in part, without TAGSTRADE’s prior written consent. You will not use any trademark, product or service name of TAGSTRADE without our prior written permission, including without limitation any metatags or other “hidden text” utilizing any trademark, product of service name of TAGSTRADE. All other registered trademarks and service marks are used for reference purposes only, and remain the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply an endorsement, sponsorship or recommendation by TAGSTRADE.
15. Suspension; Termination.
TAGSTRADE may revoke or terminate your License to access or use the TAGSTRADE Service for any reason without notice at TAGSTRADE’s sole discretion. Without limiting the generality of the foregoing, we may revoke or terminate the License if you: (i) breach any obligation in these Terms or in any other agreement between you and us, (ii) violate any policy or guideline applicable to the TAGSTRADE Service or Materials, or any other TAGSTRADE product or service, or (iii) use the TAGSTRADE Service or the Materials other than as specifically authorized in these Terms, without our prior written permission. You will stop accessing or using the TAGSTRADE Service immediately if TAGSTRADE suspends or terminates your License to access or use the TAGSTRADE Service. TAGSTRADE reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the TAGSTRADE Service during suspension or after termination. TAGSTRADE may recover its reasonable attorneys’ fees and court costs from you for such action. These Terms will remain enforceable against you while your License to access or use the TAGSTRADE Service is suspended and after it is terminated.
You may also terminate your License to access or use the TAGSTRADE Service by closing your Account at any time. For more details on how to close your Account, please refer to our FAQs.
16. Disclaimer of Warranties
A. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, THE TAGSTRADE SERVICE, THE MATERIALS, THE PAID SERVICES, AND ANY ITEMS SOLD BY USERS THROUGH THE TAGSTRADE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE TAGSTRADE SERVICE, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN, AND ANY ITEMS SOLD THROUGH THE TAGSTRADE SERVICE.
B. WITHOUT LIMITING THE FOREGOING, NEITHER TAGSTRADE NOR ANY OF ITS AFFILIATES OR LICENSORS, NOR THE RESPECTIVE OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES OR REPRESENTATIVES OF SUCH PARTIES (COLLECTIVELY, THE "TAGSTRADE PROVIDERS") REPRESENT OR WARRANT (I) THAT THE TAGSTRADE SERVICE, MATERIALS OR ITEMS SOLD THROUGH THE TAGSTRADE SERVICE WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE OR ERROR FREE; (II) THAT THE TAGSTRADE SERVICE, MATERIALS OR ITEMS SOLD THROUGH THE TAGSTRADE SERVICE WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, RESPONSIVE OR SECURE; (III) THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE TAGSTRADE SERVICE, MATERIALS OR ITEMS SOLD THROUGH THE TAGSTRADE SERVICE WILL BE FREE FROM VIRUSES, "WORMS," "TROJAN HORSES" OR OTHER HARMFUL PROPERTIES; (IV) THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIALS AVAILABLE ON OR THROUGH THE TAGSTRADE SERVICE; (V) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (VI) THAT THE TAGSTRADE SERVICE, MATERIALS OR ITEMS SOLD THROUGH THE TAGSTRADE SERVICE ARE NON-INFRINGING; OR (VII) THAT ANY BADGE IS A REPRESENTATION AS TO THE IDENTITY, CHARACTER OR INTEGRITY OF ANY PERSON, BUSINESS, OR ENTITY THAT IS ASSOCIATED WITH A BADGE.
C. YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH THE TAGSTRADE SERVICE MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES OUTSIDE OF OUR REASONABLE CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH THE TAGSTRADE SERVICE.
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
17. Assumption of Risk
YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING AN INTERNET-BASED MARKETPLACE AND INTERACTING WITH OTHER USERS IN PERSON. WE DO NOT INVESTIGATE OR VERIFY ANY USER’S REPUTATION, CONDUCT, MORALITY, CRIMINAL BACKGROUND, OR ANY INFORMATION USERS MAY SUBMIT TO THE SERVICES (OTHER THAN IN CONNECTION WITH THE TRUYOU FEATURE DESCRIBED IN SECTION 4). YOU ARE SOLELY RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS WHEN INTERACTING WITH OTHER USERS, PARTICULARLY WHEN MEETING A STRANGER IN PERSON FOR THE FIRST TIME. IT IS POSSIBLE THAT OTHER USERS MAY ATTEMPT TO PHYSICALLY HARM OR DEFRAUD YOU OR OBTAIN INFORMATION FROM YOU FOR FRAUDULENT PURPOSES. YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, SELLING AND BUYING THROUGH TAGSTRADE’S SERVICES (INCLUDING ALL ONLINE AND OFFLINE INTERACTIONS WITH OTHER USERS).
18. Limitation of Liability
A. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TAGSTRADE OR THE TAGSTRADE PROVIDERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (I) USE OF THE TAGSTRADE SERVICE OR MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE CAUSED BY ANY RELIANCE ON, OR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN, ANY OF THE TAGSTRADE SERVICE OR MATERIALS, (II) ANY INABILITY TO USE THE TAGSTRADE SERVICE OR MATERIALS FOR WHATEVER REASON, OR (III) ANY GOODS OR SERVICES DISCUSSED, PURCHASED OR OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH THE TAGSTRADE SERVICE, EVEN IF TAGSTRADE OR THE TAGSTRADE PROVIDERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM (Y) RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM COMPANY, OR (Z) THAT RESULT FROM EVENTS BEYOND TAGSTRADE’S OR THE TAGSTRADE PROVIDERS' REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO TAGSTRADE’S RECORDS, PROGRAMS OR SERVICES.
B. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TAGSTRADE OR THE TAGSTRADE PROVIDERS (JOINTLY), ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE THE OFFER UP SERVICE OR OTHERWISE RELATING TO THESE TERMS EXCEED THE GREATER OF (I) ANY COMPENSATION YOU PAY, IF ANY, TO TAGSTRADE FOR ACCESS TO OR USE OF THE TAGSTRADE SERVICE OR MATERIALS DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (II) $100 U.S. DOLLARS.
C. THE LIMITATIONS SET FORTH IN THIS SECTION 18 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR TAGSTRADE OR THE TAGSTRADE PROVIDERS' GROSS NEGLIGENCE, INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT OR FRAUD.
19. Indemnity
You agree to hold harmless, defend and indemnify TAGSTRADE and the TAGSTRADE Providers from all liabilities, losses, damages, deficiencies, claims, causes of action, demands and expenses, (including, but not limited to, reasonable attorneys' fees), that are due to, arise from or otherwise relate to your conduct or your use or misuse of the TAGSTRADE Service or Materials, including, without limitation, any actual or threatened suit, demand or claim made against TAGSTRADE or any TAGSTRADE Provider that arises out of or relates to: (i) any intellectual property rights or other proprietary rights of any third party, (ii) your breach of these Terms including without limitation your breach of any of your representations and warranties; (iii) your use of any of the TAGSTRADE Service or Materials; or (iv) any content that you store on or transmit through the TAGSTRADE Service. TAGSTRADE may assume exclusive control of any defense of any matter subject to indemnification by you, and you agree to cooperate with TAGSTRADE in such event.
20. Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO SUBMIT TO BINDING ARBITRATION (INCLUDING A JURY TRIAL WAIVER) ANY AND ALL DISPUTES (OTHER THAN SPECIFIED INTELLECTUAL PROPERTY CLAIMS AND SMALL CLAIMS) WITH TAGSTRADE AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM TAGSTRADE (NO CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS).
A. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation of Section 7 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and TAGSTRADE agree (1) to waive your and TAGSTRADE’s respective rights to have any and all Disputes arising from or related to these Terms, the TAGSTRADE Service or the Materials, resolved in a court, and (2) to waive your and TAGSTRADE’s respective rights to a jury trial. Instead, you and TAGSTRADE agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
B. No Class Arbitrations, Class Actions or Representative Actions. You and TAGSTRADE agree that any Dispute arising out of or related to these Terms, the TAGSTRADE Service or the Materials is personal to you and TAGSTRADE and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and TAGSTRADE agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and TAGSTRADE agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
C. Federal Arbitration Act. You and TAGSTRADE agree that these Terms affect interstate commerce and that the enforceability of this Section 20 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
D. Notice; Informal Dispute Resolution. You and TAGSTRADE agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to TAGSTRADE shall be sent by certified mail or courier to TAGSTRADE, Inc., Attn: TAGSTRADE Designated Agent, 320 Jersey St, Denver, Colorado 80220. Your notice must include (1) your name, postal address, telephone number, the email address you use or used for your Account, and, if different, an email address at which you can be contacted, (2) a description in reasonable detail of the nature or basis of the Dispute, and (3) the specific relief that you are seeking. Our notice to you will be sent to the email address you used to register for your Account, and will include (a) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that we are seeking. If you and TAGSTRADE cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or TAGSTRADE may, as appropriate and in accordance with this Section 20, commence an arbitration proceeding, or to the extent specifically provided for in section 20(A), file a claim in court.
E. Process. Except for Disputes arising out of or related to a violation of Section 7 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and TAGSTRADE agree that any Dispute must be commenced or filed by you or TAGSTRADE within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and TAGSTRADE will no longer have the right to assert such claim regarding the Dispute). You and TAGSTRADE agree that (1) any arbitration will occur in Denver, Colorado,
21. Governing Law; Venue.
These Terms, your access to and use of the TAGSTRADE Service and Materials shall be governed by and construed and enforced in accordance with the laws of the State of Colorado without regard to conflict of law rules or principles (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Colorado and the United States, respectively, sitting in Denver, Colorado.
22. Miscellaneous
A. Entire Agreement; Order of Precedence.These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the TAGSTRADE Service. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with TAGSTRADE for the TAGSTRADE Service or for any other TAGSTRADE product, feature, service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with TAGSTRADE, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.
B. Amendments. We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending you an email and/or by posting the amended Terms via the TAGSTRADE Service and updating the “Last Updated” date at the top of these Terms. All amended Terms will become effective immediately on the date they are posted to the TAGSTRADE Service unless we state otherwise via our notice of such amended Terms. Any amended Terms will apply prospectively to use of the TAGSTRADE Service after such changes become effective. Your continued use of the TAGSTRADE Service following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using the TAGSTRADE Service.
C. Severability. If any provision of these Terms is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.
D. Waiver. Our failure or delay in exercising any right, power or privilege under these Terms will not operate as a waiver thereof.
E. Relationship. TAGSTRADE is an independent contractor for all purposes, and is not your agent or trustee.
F. Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from TAGSTRADE, including by operation of law or in connection with any change of control. TAGSTRADE may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
G. Headings. Headings of sections are for convenience only and will not be used to limit or construe such sections.
H. Survival. Sections 16 (Disclaimer of Warranties), 18 (Limitation of Liability), 19 (Indemnity), 20 (Arbitration), 21 (Governing Law; Venue), this Section 22 (Miscellaneous), and any other term that, by its nature, should survive, will survive any termination or expiration of these Terms.
