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 may update this Agreement periodically. When we do, we will publish the revised Agreement on our website. Changes take effect upon posting. Your continued use of the Services after we post changes constitutes your acceptance of the revised Agreement. It is your responsibility to review this Agreement regularly.

2. Definitions

In this Agreement:

  • “Buyer” means any end user who purchases tickets, registrations, products, or services through the Services in connection with your event or offering.

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

  • “Event” means any event, experience, or activity that you create, list, or manage using the Services.

  • “Sales Tax” includes any indirect tax chargeable on the sale of goods or services (e.g., VAT, GST, sales tax, sales & use tax).

  • “Service Fees” means the fees charged by Gomry for use of the Services, as set forth in your account, order form, or a separate written agreement.

  • “Net Proceeds” means the gross funds collected from Buyers through the Services for your Event (including ticket face value and any other amounts you charge) minus: (i) Service Fees; (ii) payment processing fees and charges; (iii) applicable taxes collected or withheld by Gomry; and (iv) any refunds, chargebacks, reversals, fines, penalties, reserves, or other amounts you owe Gomry under this Agreement.

3. Relationship Between Parties

3.1 Independent Contractors

You and Gomry are independent contractors. Nothing in this Agreement creates any partnership, joint venture, franchise, agency, fiduciary, or employment relationship between the parties.

3.2 Merchant as Seller

Unless explicitly stated otherwise in a separate written agreement signed by Gomry, you—not Gomry—are the seller and organizer of your Events and of any tickets, registrations, or related products and services offered through the Services. The contract for the Event is between you and the Buyer.

Gomry is not a party to that contract, and, except as expressly stated in this Agreement, Gomry has no responsibility for your Events, your promises to Buyers, or any obligations you owe to them.

4. Merchant Obligations

4.1 Compliance with Laws

You are responsible for ensuring that your Events, your use of the Services, and your handling of Buyer data comply with all applicable laws, regulations, and industry rules, including consumer protection, data protection, e-commerce, ticketing, advertising, and anti-money-laundering laws.

4.2 Taxes

You are solely responsible for determining, collecting, reporting, and remitting all Sales Taxes and other taxes relating to your Events and sales, unless Gomry explicitly agrees in writing to collect or remit certain taxes on your behalf in a specific jurisdiction.

Where Gomry collects taxes as part of the checkout process, we do so based on information you provide and/or our own tax configuration, and we may remit those amounts to you or to the relevant tax authority, as applicable. You remain ultimately responsible for the accuracy of tax treatment for your Event.

4.3 Product Information

You must provide accurate, complete, and non-misleading descriptions of your Events, products, and services, including pricing, capacity, restrictions, age limits, refund policies, and any other material terms. You are responsible for updating this information promptly if it changes.

4.4 Customer Service

You are solely responsible for all customer service relating to your Events, including order fulfillment, cancellations or postponements, refunds, exchanges, complaints, and any other post-sale issues.

Notwithstanding the above, Gomry may, in its discretion, issue refunds or adjust transactions to protect Buyers or the integrity of the Services, including when: (i) an Event is cancelled, postponed, or materially changed; (ii) we suspect fraud or misrepresentation; or (iii) you fail to respond to Buyer refund requests within a reasonable period (e.g., seventy-two (72) hours).

Any refunds or adjustments issued by Gomry may be deducted from your current or future payouts or otherwise recovered from you as provided in Section 6.

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

Payments from Buyers are processed through third-party payment providers, acquiring banks, card schemes, and other financial institutions (collectively, “Payment Processing Partners”). You agree to comply with the applicable terms and conditions of these Payment Processing Partners.

Gomry may change Payment Processing Partners from time to time and may share information about you, your Events, and your transactions with them as necessary to provide the Services and to comply with legal and regulatory requirements.

5.3 Limited Payments Collection Agent

For Events that use Gomry’s payment processing, you appoint Gomry as your limited payments collection agent solely for the purpose of accepting and processing payments from Buyers on your behalf.

When a Buyer successfully pays through the Services:

  • the Buyer’s obligation to you is deemed fulfilled to the extent of the amount actually received by Gomry; and

  • your right to receive payment from the Buyer is replaced by a right to receive the Net Proceeds from Gomry, subject to this Agreement (including reserves, chargebacks, and set-off).

You agree that Gomry’s receipt of funds from a Buyer is considered your receipt of those funds, and that Buyers will have no further payment obligation to you for amounts properly received by Gomry.

Gomry does not hold any funds as a trustee or fiduciary for you. Any balances shown in your dashboard are not deposits or segregated accounts; they are accounting entries reflecting the Net Proceeds that may be payable to you under this Agreement.

6. Fees, Payments, Reserves, and Payouts

6.1 Service Fees

You agree to pay Gomry the Service Fees for each ticket, registration, or other item sold, as set out in your account, order form, or separate written agreement. Service Fees may be charged to you or to Buyers (or split between you and Buyers) as configured in your account.

We may change our pricing from time to time by providing you notice or posting updated fees. Changes will apply to future Events and transactions only.

6.2 Payment Terms

Service Fees and other amounts you owe Gomry may be deducted from Net Proceeds before payout or may be invoiced to you separately. All fees are non-refundable except where required by law or expressly stated otherwise.

Failure to pay amounts due may result in suspension or termination of your account and the use of collection agencies or legal proceedings. You agree to reimburse Gomry for reasonable costs of collection, including legal fees.

6.3 Chargebacks, Reversals, and Set-off Rights

You are ultimately responsible for all chargebacks, reversals, refunds, disputes, fines, penalties, and other costs arising from your Events and transactions, regardless of the reason or timing.

Gomry may, at any time:

  • deduct such amounts from your current or future payouts;

  • debit any bank account or payment method you have provided (where legally permitted); and/or

  • invoice you for any deficit, which you agree to pay promptly upon demand.

You authorize Gomry to set off any amounts you owe us (whether under this Agreement or any other agreement) against any amounts (including ticketing Net Proceeds and Sponsorship revenue) that would otherwise be payable to you.

6.4 Standard Payout Schedule; Authority to Hold Funds

You can request payouts of available Net Proceeds through your dashboard. Unless otherwise specified in a written “Trusted Partner” or “Scheduled Payout” arrangement, we generally process payout requests within one (1) to two (2) business days. The actual time for funds to reach your bank or payout method may vary depending on your financial institution, payout method, weekends and holidays, and any additional checks we need to perform.

All payouts are subject to our right to hold, delay, or withhold funds as described in this Agreement. You expressly authorize Gomry, in its reasonable discretion, to delay or withhold payouts, in whole or in part, and to retain Net Proceeds for as long as reasonably necessary, including until after the relevant Event has successfully concluded, if we believe that:

- there is or may be fraud, abuse, or illegal activity; - refunds, chargebacks, or other adjustments may exceed the funds available; - there are complaints or disputes regarding the Event; - you are in breach of this Agreement or any Gomry policy; - we are required to do so by law, court order, or a Payment Processing Partner; or - it is otherwise reasonably necessary to protect Buyers, Gomry, or third parties.

6.5 Early or Scheduled Payouts (Advances)

Gomry may, in its sole discretion, offer you early or scheduled payouts of a portion of Net Proceeds before the Event has been completed (for example, rolling payouts or trust-tier payouts). Any such early payment is an advance against amounts that may become due to you and not a guaranteed entitlement.

Gomry may at any time:

  • suspend, reduce, or terminate early payouts;

  • change the timing, frequency, or amount of payouts; or

  • demand repayment of advances,

if we believe there is increased risk or if requested by a Payment Processing Partner or card scheme.

After the Event concludes and all relevant adjustments (e.g., refunds, chargebacks, fines) have been accounted for, Gomry will reconcile advances against final Net Proceeds. If advances exceed the final Net Proceeds, you must immediately repay the difference, and Gomry may recover it by set-off or other lawful means.

6.6 Reserves and Negative Balances

We may establish a reserve (a “Reserve”) for your account, meaning an amount of funds we hold from your Net Proceeds to cover potential or actual liabilities (e.g., chargebacks, refunds, disputes, fines). The size and duration of any Reserve will be determined by Gomry in its reasonable discretion based on your risk profile.

If your account becomes negative (for example, because liabilities exceed available funds and any Reserve), you agree to promptly pay the outstanding amount. Gomry may pursue any lawful remedies to recover negative balances. 6.7 Payout Fees

Payouts are generally processed without any additional fees from Gomry. However, in certain cases, depending on factors such as the payout currency, destination country, banking institution, payout method, or intermediary banks, fees may be charged by third parties, including payment processors or banking partners.

Any such fees are imposed by these third parties and are outside of Gomry’s control. Where applicable, Gomry will pass these fees through to you at cost, without any additional markup or margin.

7. Sponsorship Monetization Program

7.1 Overview

Gomry operates a sponsorship and advertising network that connects Events with advertisers and sponsors (“Sponsors”). As part of this Sponsorship Monetization Program, Gomry may sell and place advertising inventory on Event-related pages and surfaces (such as event pages, checkout flows, confirmation pages, tickets, and emails) (“Gomry Inventory”).

By default, your eligible Events may be enrolled in the Sponsorship Monetization Program, unless you opt out as described below. However, inclusion in the Program is not guaranteed and remains at Gomry’s sole discretion.

7.2 Roles of the Parties

For sponsorship and advertising transactions:

  • Gomry is the contracting party with Sponsors and sets pricing, targeting, and campaign terms.

  • You act as a publisher of Gomry Inventory associated with your Events.

  • Sponsors do not acquire any direct contractual rights against you solely by virtue of their participation in the Program.

7.3 Revenue Share and Payouts

You are entitled to a revenue share based on eligible impressions, clicks, or other billable events generated by Gomry Inventory associated with your Events, as determined by Gomry in its discretion, taking into account demand, performance, and market conditions.

Sponsorship revenue:

  • is calculated on a calendar-month basis;

  • is typically paid on or around the twenty-first (21st) day of the following month;

  • is subject to minimum payout thresholds and may be combined with other payouts; and

  • may be adjusted for fraud, invalid activity, or errors, as determined by Gomry and/or Sponsors.

Sponsorship payouts are separate from ticketing Net Proceeds but may be used for set-off in accordance with Section 6.3.

7.4 Non-Payment, Adjustments, and Risk

Sponsorship revenue is payable only to the extent Gomry actually receives payment from the relevant Sponsors. If a Sponsor fails to pay, delays payment, disputes charges, or receives credits or refunds, Gomry may reduce, delay, or reverse your corresponding Sponsorship payouts and may set off such amounts against current or future payouts.

7.5 Control, Opt-Out and Brand Safety

You may disable the Sponsorship Monetization Program for some or all Events through your dashboard, in which case new Sponsor placements will stop and you will no longer earn sponsorship revenue for those Events going forward.

Gomry maintains brand safety standards, but you may request removal of a specific Sponsor that materially conflicts with your brand or legal obligations. We will use commercially reasonable efforts to address such requests, but we cannot guarantee that specific Sponsors will or will not appear.

7.6 Participation and Suspension

Participation in the Sponsorship Monetization Program is at Gomry’s sole discretion. We may decide which Events or accounts are included in the Program and may modify, suspend, or terminate your participation (in whole or in part) at any time and for any reason, including for business, legal, or brand-safety reasons, without any obligation to you other than paying any Sponsorship revenue validly earned and payable to you up to the effective date of such change.

8. Confidentiality

Each party will protect the other party’s Confidential Information using at least the same degree of care it uses for its own similar information, and no less than reasonable care. Confidential Information does not include information that: (i) is or becomes public through no fault of the receiving party; (ii) was lawfully known to the receiving party before disclosure; (iii) is received from a third party without breach of any obligation; or (iv) is independently developed.

9. Data Protection and Privacy

You must comply with all applicable data protection and privacy laws, including with respect to the collection and use of Buyer and attendee data. You are responsible for providing any necessary notices and obtaining any required consents from Buyers.

Gomry’s collection and use of personal data is governed by our Privacy Policy, which is incorporated by reference. By using the Services, you consent to our processing of personal data as described there.

Where Gomry acts as a processor on your behalf, the parties may enter into a separate data processing agreement as required by law.

10. Use of the Services and Prohibited Activities

10.1 Use of the Services You may use the Services only for lawful purposes and in accordance with this Agreement. You are responsible for all activity that occurs under your account.

10.2 Prohibited Activities You agree that you will not, and will not permit any third party to:

(a) use the Services to organize or promote any event, product, or activity that is illegal, fraudulent, misleading, or that violates any applicable law or third-party rights;

(b) use the Services in a way that is harmful, abusive, harassing, defamatory, hateful, discriminatory, or otherwise objectionable;

(c) engage in any activity that involves scams, pyramid schemes, money laundering, terrorist financing, or the sale of counterfeit or stolen goods;

(d) use the Services to sell weapons, drugs, or regulated products where you do not have all required licenses and approvals;

(e) interfere with or disrupt the integrity or performance of the Services, including by introducing viruses, malware, or attempting to gain unauthorized access to any systems or data;

(f) attempt to bypass or manipulate any fees, reporting, or payout mechanisms of the Services;

(g) resell, license, or provide the Services to third parties on a white-label, “ticketing as a service,” or similar basis without our prior written consent;

(h) use any automated system (such as bots or scrapers) to access the Services in a manner that sends more requests than a human could reasonably produce in the same period;

(i) use the Services in violation of any card-scheme rules, payment-processor rules, or other financial services regulations that apply to your Events.

10.3 Enforcement We may investigate any suspected violation of this Section 10. We may remove or disable access to any Event, suspend or terminate your account, or take any other action we reasonably deem appropriate to protect Buyers, Sponsors, Gomry, and third parties.

11. Intellectual Property

11.1 Gomry IP

All rights, title, and interest in and to the Services, including all software, technology, designs, and content (excluding your content), are owned by Gomry or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services solely for your internal business purposes in accordance with this Agreement.

You may not copy, modify, distribute, reverse engineer, or create derivative works of the Services except as expressly permitted by us in writing.

11.2 Your Content and IP

You retain all rights in your content, trademarks, logos, and other intellectual property you provide in connection with your Events. You grant Gomry a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, distribute, and display your content as reasonably necessary to provide and improve the Services (including for marketing your Events on the platform).

You represent and warrant that you have all necessary rights to grant this license and that your content does not infringe the rights of any third party.

12. Warranties and Disclaimers

12.1 Your Warranties

You represent and warrant that:

  1. You have full power and authority to enter into and perform this Agreement.

  2. Your Events, products, and services comply with all applicable laws and do not infringe any third-party rights.

  3. You will use the Services in accordance with this Agreement and our policies.

  4. All information you provide to Gomry (including Event information, banking details, and tax information) is accurate, complete, and up to date.

12.2 Disclaimer of Warranties

The Services are provided “as is” and “as available.” To the maximum extent permitted by law, Gomry disclaims all warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not guarantee that the Services will be uninterrupted, error-free, secure, or that Events will meet your expectations or those of Buyers.

13. Limitation of Liability

To the fullest extent permitted by law:

  • Gomry is not liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to this Agreement or the Services, even if we have been advised of the possibility of such damages.

  • Gomry’s aggregate liability to you for any and all claims arising out of or related to this Agreement or the Services shall not exceed the total Service Fees paid by you to Gomry in the twelve (12) months preceding the event giving rise to the claim.

Nothing in this Agreement limits liability that cannot be limited under applicable law.

14. Indemnification

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

  1. your Events, products, or services;

  2. your use of the Services;

  3. your breach of this Agreement or any applicable law; or

  4. any claim by a Buyer, Sponsor, or other third party relating to your acts or omissions.

We may assume the exclusive defense of any matter subject to indemnification at our own expense, in which case you will cooperate with us as reasonably requested.

15. Term and Termination

15.1 Term This Agreement begins when you first accept it or use the Services and continues until terminated as set forth below.

15.2 Termination by You

You may terminate this Agreement at any time by closing your account and ceasing all use of the Services. Termination does not relieve you of obligations to Buyers or Gomry that arose before termination. 15.3 Suspension or Termination by Gomry

We may suspend or terminate your account or access to the Services, in whole or in part, at any time with or without cause, including if:

  • you breach this Agreement or our policies;

  • we believe your use of the Services poses a risk to Buyers, Sponsors, Gomry, or third parties; or

  • required by a Payment Processing Partner or by law.

15.4 Effects of Termination

Upon termination:

  • your right to use the Services ceases;

  • we may remove or disable access to your Events; and

  • Sections that by their nature should survive (including those on fees, payouts, sponsorships, confidentiality, data, IP, limitations of liability, indemnity, and dispute resolution) shall survive.

Termination will not affect Gomry’s rights regarding any Reserve, chargebacks, refunds, or other obligations that remain outstanding.

16. Dispute Resolution and Governing Law

16.1 Governing Law

This Agreement and any dispute arising out of or related to it are governed by the laws of the State of California, without regard to its conflict of laws rules.

16.2 Arbitration; Class Action Waiver

Any dispute or claim arising out of or relating to this Agreement or the Services that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (AAA) in San Francisco, California. Judgment on the award may be entered in any court having jurisdiction.

YOU AND GOMRY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

Nothing in this Section prevents either party from seeking injunctive or equitable relief in court for the protection of its Confidential Information or intellectual property.

17. Miscellaneous

  • Entire Agreement. This Agreement, together with any incorporated policies or order forms, is the entire agreement between you and Gomry regarding its subject matter and supersedes all prior or contemporaneous understandings.

  • Order of Precedence. If there is a conflict between this Agreement and any other document (including emails, proposals, or unsigned terms), this Agreement controls unless a separate written agreement signed by Gomry expressly states otherwise.

  • Severability. If any provision is held invalid, the remaining provisions will remain in full force and effect.

  • Assignment. You may not assign or transfer this Agreement without Gomry’s prior written consent. Gomry may assign this Agreement freely.

  • Notices. Notices to Gomry must be sent in writing to our registered address below or to the email specified on our website. Notices to you may be sent to the email associated with your account.

  • No Waiver. Failure to enforce any right or provision is not a waiver of future enforcement of that right or provision.

  • Force Majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control (including natural disasters, war, terrorism, labor disputes, or government actions).

18. Contact Information

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

Gomry Inc. 44 Montgomery St San Francisco, CA 94104, USA Email: info@gomry.com