Last updated on: August 31, 2018
By signing up for the Taraxaci services or any of the services of Taraxaci Software Inc. or its affiliates (“Taraxaci”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The services offered by Taraxaci under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online (“Online Services”), in person (“POS Services”), or both. Any such services offered by Taraxaci are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. Taraxaci reserves the right to update and change the Terms of Service by posting updates and changes to the Taraxaci website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.
Everyday language summaries are provided for convenience only and are not legally binding. Please read the “Terms of Service” for the complete picture of your legal requirements. By using Taraxaci or any Taraxaci services, you are agreeing to these terms. Be sure to occasionally check back for updates.
1. Account Terms
- You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
- To access and use the Services, you must register for a Taraxaci account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Taraxaci may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- You acknowledge that Taraxaci will use the email address you provide as the primary method for communication.
- You are responsible for keeping your password secure. Taraxaci cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
- A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of Taraxaci will result in an immediate termination of your services.
2. Account Activation
- Subject to section 2.1.2, the person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.
- If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.
3. General Conditions
- The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Quebec with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- You acknowledge and agree that Taraxaci may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Taraxaci’s website, available at https://www.taraxaci.com/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Taraxaci’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
- You may not use the Taraxaci service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Quebec. You will comply with all applicable laws, rules and regulations in your use of the Service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Taraxaci.
- You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Taraxaci or Taraxaci trademarks and/or variations and misspellings thereof.
- Questions about the Terms of Service should be sent to firstname.lastname@example.org.
- You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
- The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Taraxaci’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.taraxaci.com/terms will prevail.
4. Taraxaci Rights
- We reserve the right to modify or terminate the Service for any reason, without notice at any time.
- We reserve the right to refuse service to anyone for any reason at any time.
- We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a store, or the Materials uploaded or posted to a store, violate our Acceptable Use Policy (“AUP”) or these Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any Taraxaci customer, Taraxaci employee, member, or officer will result in immediate Account termination.
- Taraxaci does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service.
- We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Taraxaci employees and contractors may also be Taraxaci customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
- In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
- Taraxaci retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Taraxaci reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
5. Limitation of Liability
- You expressly understand and agree that Taraxaci shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
- In no event shall Taraxaci or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Taraxaci partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.
- Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
- Taraxaci does not warrant that the Service will be uninterrupted, timely, secure, or error-free.
- Taraxaci does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
- Taraxaci does not warrant that the quality of any products, services, information, or other Materials purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
6. Waiver and Complete Agreement
The failure of Taraxaci to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service and the documents it incorporates by reference constitute the entire agreement between you and Taraxaci and govern your use of the Service, superseding any prior agreements between you and Taraxaci (including, but not limited to, any prior versions of the Terms of Service).
7. Intellectual Property and Customer Content
- We do not claim any intellectual property rights over the Materials you provide to the Taraxaci service. All Materials you upload remains yours. You can remove your Taraxaci store at any time by deleting your Account.
- By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your store; (b) to allow Taraxaci to store, and in the case of Materials you post publicly, display, your Materials; and (c) that Taraxaci can, at any time, review all the Materials submitted to its Service, although Taraxaci is not obligated to do so.
- You retain ownership over all Materials that you upload to a Taraxaci store; however, by making your store public, you agree to allow others to view Materials that you post publicly to your store. You are responsible for compliance of the Materials with any applicable laws or regulations.
- We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any Materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
- Taraxaci shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Service.
8. Theme Store
- You may establish the appearance of your Taraxaci store with a design template from Taraxaci’s Theme Store (“a Theme”). If you download a Theme, you are licensed to use it for a single store only. You are not permitted to transfer or sell a Theme to any other person’s store on Taraxaci or elsewhere. Multiple stores require multiple downloads and each download is subject to the applicable fee. Taraxaci gives no assurance that a particular Theme will remain available for additional downloads.
- You may modify the Theme to suit your store. Taraxaci may add or modify the footer that refers to Taraxaci at its discretion. Taraxaci may modify the Theme where it contains, in our sole discretion, an element that violates the Taraxaci AUP or the Terms of Service, even if you received the Theme in that condition. Taraxaci may modify the Theme to reflect technical changes and updates as required.
- The intellectual property rights of the Theme remain the property of the designer. If you exceed the rights granted by your purchase of a Theme, the designer may take legal action against you, and Taraxaci may take administrative action such as modifying your store or closing your store.
- Technical support for a Theme is the responsibility of the designer, and Taraxaci accepts no responsibility to provide such support. Taraxaci may be able to help you contact the designer.
- It is the responsibility of the user, and not Taraxaci, to ensure that the installation of a new theme does not overwrite or damage the current or preexisting theme, or UI, of the user.
9. Taraxaci Experts
- Taraxaci Experts is an online directory of independent third parties ("Experts") that can help you build and operate your Taraxaci store. Taraxaci does not employ Experts and is in no way affiliated with Experts.
- Taraxaci does not endorse Experts and takes no responsibility for any work performed by Experts or failure to fulfill a work order. Links to websites of Experts, announcements about services or offers, and responses to email inquiries regarding Experts, are provided solely for informational purposes at the discretion of Taraxaci and shall not be construed or imply permission, or an affiliation, position regarding any issue in controversy, authentication, appraisal, sponsorship, nor a recommendation or endorsement of any website, product, service, activity, business, organization, or person, and any offers, products, services, statements, opinions, content or information on any linked third-party website.
- Under no circumstances shall Taraxaci be liable for any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages that result from any contractual relationship between you and Taraxaci experts. These limitations shall apply even if Taraxaci has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by law.
10. Payment of Fees
- You will pay the Fees applicable to your subscription to Online Service and any other applicable fees, including but not limited to fees relating to your purchase of any products or services such as shipping, apps, Themes, domain names or Third Party Services (“Additional Fees”).
- You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. Taraxaci will charge applicable Fees to the credit card account that you authorize (“Authorized Card”), and Taraxaci will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
- Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Taraxaci’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. As well, an invoice will appear on the Account page of your Taraxaci administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
- If we are not able to process payment of Fees using the Authorized Card, we will make a second attempt to process payment using the Authorized Card 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next Billing Cycle. You will not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 30 days following the date of suspension, Taraxaci reserves the right to terminate your Account.
- All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
- You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Taraxaci’s products and services. These Taxes are based on the rates applicable to the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Card. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Taraxaci of your exemption. If you are not charged Taxes by Taraxaci, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
- You must maintain your current location in the administration menu of your Taraxaci store and promptly update your location if you move jurisdictions. If you change jurisdictions you must promptly update your location in the administration menu.
- Taraxaci does not provide refunds.
11. Cancellation and Termination
- You may cancel your Account at anytime by emailing email@example.com and then following the specific instructions indicated to you in Taraxaci’s response.
- Upon termination of the Services by either party for any reason:
- Taraxaci will cease providing you with the Services and you will no longer be able to access your Account;
- any outstanding balance owed to Taraxaci for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
- your store website will be taken offline.
- If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
- We reserve the right to modify or terminate the Taraxaci Service or your Account for any reason, without notice at any time.
- Fraud: Without limiting any other remedies, Taraxaci may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
12. Privacy & Data Protection
Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, taraxaci’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.