Terms of Service (Merchant)

1. Acceptance of Terms

This Terms of Service Agreement ("Agreement") is a legal contract between you ("Merchant," "Supplier," "you," or "your") and Gomry Inc. ("Gomry," "we," "us," or "our"), governing your access to and use of our platform, services, and any associated applications (collectively, the "Services").

By signing up for an account, downloading, installing, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement, including any additional terms and policies referenced herein or available by hyperlink (such as our Privacy Policy and Acceptable Use Policy). If you do not agree to all the terms and conditions of this Agreement, you may not access or use the Services.

We reserve the right to update or change this Agreement from time to time. When we do, we will revise the "Last Updated" date above. Modifications are effective upon publication on our website. Your continued use of our Services after such changes constitutes your acceptance of the revised Agreement. It is your responsibility to review this Agreement periodically for changes.

2. Definitions

In this Agreement:

  • "Acceptable Use Policy"

    means Gomry's policy governing acceptable use of the Services.

  • "Buyer"

    refers to any end-user who purchases goods or services from the Merchant through the Gomry platform.

  • "Confidential Information"

    means all non-public, proprietary information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or should reasonably be understood to be confidential.

  • "Sales Tax"

    includes any indirect tax chargeable on the sale of goods or services, such as VAT, GST, Sales Tax, and Sales & Use Tax.

3. Relationship Between Parties

3.1 Independent Contractors

The relationship between Gomry and the Merchant is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employer-employee relationship between the parties.

3.2 Merchant as Seller

Unless explicitly stated otherwise in a separate agreement, Gomry is not the seller of any products, services, event tickets, memberships, or any other items sold via our platform. You, the Merchant, are the seller of such products or services and retain all responsibilities for the transaction, including fulfilling orders and providing customer support.

4. Merchant Obligations

4.1 Compliance with Laws

You agree to comply with all applicable laws, regulations, and ordinances related to your use of the Services and your sale of goods or services, including consumer protection laws, data privacy laws, and export control laws.

4.2 Taxes

As the Merchant and seller, you are responsible for determining, collecting, reporting, and remitting any and all taxes, including VAT, sales tax, or other relevant taxes applicable to the products or services sold through the Gomry platform. Gomry does not assume any responsibility for your tax obligations unless otherwise stated in specific agreements.

4.3 Product Information

You are responsible for providing accurate and complete descriptions of your products or services. You must not provide misleading or deceptive information.

4.4 Customer Service

You are solely responsible for all customer service issues related to your products or services, including pricing, order fulfillment, cancellations, returns, refunds, and adjustments, warranty, technical support, and feedback concerning your policies or processes.

5. Gomry's Role

5.1 Service Provider

Gomry acts as a non-exclusive service provider that facilitates your transactions but does not act as the seller of record unless specified in writing. We provide the infrastructure for you to complete sales directly with your Buyers.

5.2 Payment Facilitation

We facilitate payments between you and your Buyers through third-party payment processors. By using our Services, you agree to comply with the terms and conditions of these third-party payment processors.

6. Fees and Payment

6.1 Service Fees

Gomry will charge a service fee for each completed transaction as agreed upon in your account settings or as specified in a separate agreement. The fees are subject to change upon notice to you.

6.2 Payment Terms

Fees are payable according to the terms specified in your account or as otherwise agreed. Failure to pay fees when due may result in legal action, suspension and/or termination of your access to the Services.

6.3 Set-off Rights

Gomry reserves the right to set off any liabilities you owe to us against any amounts due to you under this Agreement, including refunds, chargebacks, and other fees incurred as a result of your activity.

7. Intellectual Property

7.1 Gomry's Intellectual Property

All rights, title, and interest in and to the Services, including any software, technology, materials, and content, are owned by Gomry or its licensors. You are granted a limited, non-exclusive, non-transferable license to use the Services solely for your internal business purposes.

7.2 Merchant's Intellectual Property

You retain all rights, title, and interest in and to your products, trademarks, service marks, and any content or materials you provide through the Services. You grant Gomry a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and display your content as necessary to provide the Services.

8. Confidentiality

Each party agrees to protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. Confidential Information does not include information that is publicly available, independently developed, or lawfully obtained from a third party.

9. Data Protection and Privacy

9.1 Compliance with Data Protection Laws

You agree to comply with all applicable data protection and privacy laws. You are responsible for obtaining any necessary consents from Buyers for the collection, use, and disclosure of their personal data.

9.2 Gomry's Privacy Policy

Gomry's collection and use of personal data are governed by our Privacy Policy. By using the Services, you consent to the collection, use, and disclosure of personal data as described in the Privacy Policy.

10. Acceptable Use Policy

You agree to comply with our Acceptable Use Policy, which prohibits certain activities and content on the platform. We reserve the right to investigate and take appropriate action, including suspension or termination of your account, for any violations.

11. Warranties and Disclaimers

11.1 Merchant Warranties

You represent and warrant that:

  • You have the legal right and authority to enter into this Agreement and perform your obligations.

  • Your use of the Services will comply with all applicable laws and regulations.

  • Your products or services do not infringe or misappropriate any intellectual property or other rights of any third party.

11.2 Disclaimer of Warranties

The Services are provided "as is" and "as available," without any warranties of any kind, either express or implied. Gomry disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

12. Limitation of Liability

To the fullest extent permitted by law, in no event shall Gomry be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, arising out of or related to this Agreement or your use of the Services.

Gomry's total liability to you for any claim arising out of or relating to this Agreement or the Services shall not exceed the amount of fees paid by you to Gomry in the twelve (12) months preceding the claim.

13. Indemnification

You agree to indemnify, defend, and hold harmless Gomry, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

  • Your breach of this Agreement.

  • Your violation of any laws or regulations.

  • Your infringement of any intellectual property or other rights of any third party.

  • Any disputes between you and a Buyer.

14. Term and Termination

14.1 Term

This Agreement commences on the date you accept it and continues until terminated in accordance with this Section.

14.2 Termination by You

You may terminate this Agreement at any time by closing your account and ceasing all use of the Services.

14.3 Termination by Gomry

We may suspend or terminate your access to the Services at any time, with or without cause, upon notice to you.

14.4 Effects of Termination

Upon termination, all rights and licenses granted to you will cease, and you must cease all use of the Services. Sections that by their nature should survive termination shall survive.

15. Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

15.2 Jurisdiction

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in San Francisco, California, and each party consents to the jurisdiction of such courts.

16. Miscellaneous

16.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements or understandings.

16.2 Severability

If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

16.3 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Gomry. Gomry may assign this Agreement without restriction.

16.4 Notices

All notices under this Agreement shall be in writing and deemed given when delivered personally, sent by confirmed email, or mailed by registered or certified mail, return receipt requested.

16.5 No Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.

16.6 Force Majeure

Neither party shall be liable for any failure to perform due to causes beyond its reasonable control, including natural disasters, government actions, or other events of force majeure.

17. Contact Information

If you have any questions about this Agreement or the Services, please contact us at:

Gomry Inc.

44 Montgomery St San Francisco, CA 94104

Email: info@gomry.com

18. Acknowledgment

By using the Services, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.