Merchant Agreement

This Agreement is a binding contract between Tanqory and all merchants using the Tanqory platform to sell goods/services. Read together with the Acceptable Use Policy, Billing/Payment Terms, Privacy/DPA, and Enterprise SLA (if you purchase an enterprise plan).

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1) Scope, Eligibility, and Registration

This Agreement applies to every merchant that opens a store, uses APIs, or consumes add‑on services on the Tanqory platform, including support provided by affiliates.
Applicants must be at least 18 years old (or the legal age of majority) and have authority to bind the entity; companies must be duly registered and represented by an authorized signatory.
Registration is prohibited for entities in sanctioned territories or on UN/OFAC/EU/UK/SG/HK sanctions lists, including specified regions (e.g., Cuba, Iran, DPRK, Syria, Russia/Belarus, and sanctioned disputed regions).
Provide accurate and complete application data (company name/address/tax/bank/contact) and keep it updated.
All accounts are subject to KYC/AML/CFT and background checks; required documents must be provided within stated timelines or service may be suspended/denied.
Approval or denial rests at Tanqory’s discretion; Tanqory may request additional information to assess risk.
Accounts terminated for violations may not re‑register unless Tanqory provides written permission.
Maintain all licenses/certifications required by law/regulators for the products/services offered.
If agents/partners are used, the merchant remains primarily responsible for compliance with this Agreement.
Continued use constitutes acceptance of all terms, including updates communicated via durable medium (email/dashboard).
Mandatory consumer protections under local law (e.g., EU/UK consumer law, AU ACL, Quebec CPA) remain in force and are not overridden by this Agreement.

2) License and Restrictions

Tanqory grants a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable license to use the platform/services under this Agreement.
You may not sublicense, sell, transfer, rent, or share accounts without written consent.
Use must comply with the Acceptable Use Policy—no prohibited goods, illegal activity, IP infringement, money laundering, fraud, weapons, drugs, adult services, counterfeit goods, or sanctions violations.
Do not tamper with, interfere with, reverse engineer, or bypass platform security.
Use customer data only for transaction purposes; do not share with third parties without a lawful basis/consent.
Do not misrepresent co‑branding or endorsement without authorization.
When using API/SDK, comply with API License & Terms and rate limits; do not build competing services or evade limits.
Do not use services to evade taxes/duties/export controls or to violate international law.
Tanqory may suspend immediately for security, legal, or sanctions violations, or if there is high risk to users.
Rights terminate immediately upon termination or breach.
Do not enable or encourage drip pricing; advertised prices must be all‑in except where taxes/shipping cannot yet be calculated. Follow anti‑drip/fee laws (e.g., CA SB 478, FTC junk fee guidance, EU Omnibus/PID).
For subscriptions/auto‑renewals, provide clear pre‑contract disclosures, renewal terms, cancellation mechanisms as easy as sign‑up, and pre‑renewal notices where required (e.g., CA ARL/US state laws, EU/UK digital content rules).
Export control: do not list dual‑use, military, or crypto‑mining equipment to embargoed destinations; screen end users/beneficial owners against OFAC 50% rule and EU ownership/control guidance.

3) Merchant Obligations

Merchant of Record for all transactions: merchant is the contracting party with customers; Tanqory is not the seller.
Comply with all applicable laws (consumer, tax, data protection, export/sanctions, advertising, IP, sector laws).
Collect/remit all applicable taxes and indemnify Tanqory if liabilities arise from your non‑compliance.
Maintain clear store policies (refund/return, shipping, privacy, terms of sale, contact) and honor them.
Ensure product/service quality and safety, accurate descriptions, and required legal licenses.
Handle orders, refunds, complaints, and disputes fairly and promptly, honoring applicable consumer laws.
Prevent fraud; implement identity/fraud controls as appropriate and notify Tanqory of anomalies.
Keep account/business/product info current; notify Tanqory of material changes (ownership/signers/core categories).
Keep Tanqory non‑public info and customer data confidential per data protection laws and DPA.
Do not harm the platform, reputation, or create legal exposure for Tanqory.
Do not use/disclose customer data for unrelated purposes; do not sell/share customer data for cross‑context behavioral ads without lawful consent and clear opt‑out/Do Not Sell/Share rights.
Exceptions: use of aggregated/anonymized, non‑personal statistics for analytics/service improvement, and B2B processing not deemed “sale/share” under CPRA/US state laws, provided re‑identification is not possible. Follow regional consumer rules:

• EU/UK: provide withdrawal/cooling‑off rights for eligible digital content/services; present total price with VAT/GST included for B2C; honor delivery/refund timeframes; disclose digital functionality/compatibility.
• AU/NZ: comply with ACL/CG Act guarantees (acceptable quality, fitness for purpose), unfair contract term prohibitions, and remedies.
• CA (Quebec): provide French language contracts/disclosures where required; follow auto‑renewal notice/cancel rules.
• US: adhere to state auto‑renewal laws (ARL), “the price is the price” fee rules (e.g., CA SB 478), and card‑on‑file consent requirements; do not mislead under FTC Act/UDAAP.
  Provide accurate marketing claims; substantiation is required for performance/health/financial claims. Avoid dark patterns in checkout, consent, and cancellation.

4) Fees, Billing, and Taxes

Fees per Pricing/Billing Policy and Order Form (if any): subscriptions, transaction/payment fees, add‑ons, and other noticed charges.
Tanqory may bill via registered payment method automatically per billing cycle and may issue monthly/annual invoices per plan.
Merchant must maintain valid payment method/funds; failed payments may lead to suspension per Billing/Payment Terms.
Fees exclude taxes: merchant is responsible for VAT/GST/Sales/other local taxes and must provide accurate tax info for calculation/invoicing.
Chargebacks/payment fees follow the relevant payment provider’s terms; merchant handles disputes with its customers.
Tanqory may change prices/fees with ≥30 days’ notice, except urgent legal/security reasons.
Discounts/credits per Billing Policy; service fee refunds generally not provided unless misbilled.
For Enterprise, see SLA/Order Form for any penalties/service credits.
Tanqory may offset due penalties/fees from amounts payable to merchant if contractually allowed.
Where withholding tax applies by law, merchant must withhold/remit and provide certificates. Merchants remain responsible for marketplace/merchant‑of‑record tax obligations. Tanqory is not a deemed supplier unless expressly stated; where law requires platform VAT OSS/IOSS or marketplace deemed supplier treatment, Tanqory will communicate roles and data needed, and the merchant must provide accurate product tax codes and evidence.
Provide tax invoices/receipts as required by local law to customers; maintain accurate tax records for audits.
If promotions/discounts are applied, ensure price display and prior‑price rules (EU Omnibus 30‑day prior price, UK CPRs) are followed in merchant storefront content.

5) Data Protection and Privacy

Both parties must comply with applicable data laws (e.g., GDPR/UK GDPR, PDPA SG, CPRA/US state laws) and Tanqory’s DPA.
Customer data is confidential; merchant uses it only for transactions/customer service per law and obtained consent.
No transfers to inadequate jurisdictions unless using lawful mechanisms (SCC/IDTA/TIA or legal derogations).
Protect data with appropriate security (encryption, access control, least privilege) and notify breaches per law.
Tanqory may process merchant/customer data under the Privacy Policy and DPA as processor/controller per role.
If using cookies/trackers, comply with Cookie/Tracking Policy and ePrivacy/PECR/CPRA (opt‑in/opt‑out, GPC).
Merchant must assist with data subject rights (access/erasure/opt‑out) for data under its control.
Marketing/remarketing requires lawful consent and clear opt‑out.
If collecting/using minors’ data, obtain parental consent/legal basis per local law; no non‑essential cookies for children without valid consent.
Third‑party sharing requires data protection agreements and purpose limitation.
For minors: if a user is a child under applicable law (e.g., COPPA/US state laws), do not place non‑essential cookies/trackers for ads without parental consent; limit collection/use accordingly.
For Do Not Sell/Share: use the link https://legal.tanqory.com/do-not-sell-share or GPC signal; merchants must provide equivalent opt‑out for their customers per applicable law. If using Tanqory CMP, embed the opt‑out/cookie settings link (https://legal.tanqory.com/cookie-settings) in the store. Implement minimum security controls on merchant admin accounts: MFA, strong passwords, regular rotation of API keys/tokens, role‑based access control, and logging of administrative actions.
If handling payment data, comply with PCI DSS as applicable; do not store PAN/CVV unless authorized; use tokenization/3DS/SCA where required (PSD2/UK SCA, card network rules).
Maintain records of consent for recurring payments/auto‑renewals and provide evidence in chargeback disputes.

6) Payments, Billing, and Payouts

Payments are processed by external payment providers under their terms; Tanqory is not a financial institution and does not hold deposits.
Amounts payable to merchant are net of applicable fees/penalties per Billing/Payment Terms or Order Form.
Tanqory may set reserves/holds for high risk (abnormal chargebacks/disputes/fraud) per noticed criteria.
Payouts follow agreed cycles (e.g., daily/weekly/monthly) and currency chosen or specified in contract.
Merchant must provide accurate payout account details; failed payouts may be delayed and incur processing fees.
Disputes/refunds follow the payment provider’s process; chargeback fees are the merchant’s responsibility.
Tanqory is not liable for delays caused by banks/payment providers/government AML/KYC checks.
If money laundering/illegal activity is suspected, Tanqory may suspend/freeze funds and report to authorities.
FX rates/fees per payment provider unless otherwise agreed.
If withholding/local tax applies, merchant must supply correct documents/tax IDs to receive full lawful amounts.
If payout cycles/FX/hold triggers are specified in an Order Form or Payment SLA Addendum, those control (e.g., https://legal.tanqory.com/payment-terms and any Payment SLA/Payout Appendix). In case of conflict, Order Form/SLA Addendum prevails; numeric terms in appendices (e.g., weekly payout, max hold period) govern. Strong Customer Authentication (SCA/3DS): merchants must support required flows where mandated (e.g., EEA/UK PSD2 SCA) and supply accurate transaction descriptors and evidence to reduce fraud/chargebacks.
Keep evidence of customer consent, order confirmations, delivery/provision logs, and refund/communication history for use in disputes and compliance audits.

7) Availability, Maintenance, and SLA

Tanqory will use commercially reasonable efforts to maintain service availability; Enterprise plans follow the Enterprise SLA in the attached/URL.
May perform Scheduled Maintenance with reasonable notice and Emergency Maintenance for security/stability.
Force majeure or third‑party infra/payment gateway downtime does not constitute SLA breach.
Merchants should monitor the Status Page (https://status.tanqory.com) and designated communication channels for updates.
Beta/experimental services may have no SLA and may be withdrawn without notice.
Tanqory may suspend temporarily to prevent security/legal violations or system/user harm and will notify promptly.
Service credits (if in an SLA) are sole remedy for downtime as specified.
For higher uptime/support, execute an additional Order Form/Enterprise Addendum.
Merchants must follow usage guides/technical requirements to avoid issues outside SLA scope.
Tanqory may apply protective measures (rate limits/throttling) to maintain overall stability.
Binding SLA links for Enterprise: as stated in Order Form or https://legal.tanqory.com/enterprise-sla; conflicts resolved in favor of Order Form/Enterprise Addendum.

8) Intellectual Property, Brand, and Copyright

All IP in the platform/software/docs/logos/trademarks belongs exclusively to Tanqory; merchants receive only the granted usage rights.
Merchant retains rights in its products/content but grants Tanqory rights to use/copy/display/publish/adapt as needed to provide services (hosting content, store display, backups).
Do not use Tanqory marks/logos to imply endorsement/co‑branding without permission per Brand/Trademark Policy or partner program.
Do not upload/publish content that infringes copyright/trademark/patent/trade secrets or third‑party rights.
Tanqory may remove/block content suspected of IP infringement/illegality and will notify when feasible.
If IP complaints (e.g., DMCA/notice‑and‑takedown) arise, merchant must cooperate and remove/remediate promptly.
Merchant grants Tanqory the right to use store name/logo in customer lists/case studies/marketing unless merchant opts out in writing.
No modifying software or creating derivative works of the platform without written permission.
Aggregated/anonymized statistical data from platform use belongs to Tanqory for service improvement.
Partner brand use is governed by the relevant partner/program agreement.
Merchants must not sell/share customer data with third parties for cross‑context behavioral advertising or unrelated business use without lawful consent (CPRA/US state compliance). Merchants must follow any regional brand/marketing rules (e.g., price indication, mandatory disclosures, influencer/endorsement transparency) in their target jurisdictions.
If Tanqory provides brand assets, use strictly per Brand Guidelines and remove upon request or termination.

9) Suspension, Termination, and Effects

Tanqory may suspend/restrict access immediately for legal/policy/sanctions/security violations or failure to provide KYC on time.
Either party may terminate per Terms of Service/Order Form; customers may terminate with required notice or immediately for uncured material breach.
Termination does not affect accrued rights/claims, including fees due.
Upon termination, cease using the platform/services and delete/return confidential information except where retention is legally required.
Tanqory may retain certain data to comply with law/contract (e.g., transaction/tax/accounting records) per the Retention Policy.
Data export: merchants may download store/order/content data before account closure; assisted export/migration may incur fees.
Service credits or perks end at termination unless stated in writing.
Amounts payable will be settled after deducting due fees/penalties per terms.
Merchant must delete/disable API keys/secrets and third‑party connections post‑termination to prevent unauthorized access.
Surviving provisions (e.g., liability, confidentiality, governing law, dispute resolution) remain in force.

10) Liability, Indemnity, and Limits

Merchant will indemnify/defend Tanqory against claims arising from (a) legal/policy violations; (b) third‑party IP infringement; (c) taxes merchant owes; (d) acts/omissions of merchant or its officers/contractors.
Tanqory’s aggregate liability for all claims is capped at fees paid by merchant in the 12 months preceding the event (unless law prohibits).
Tanqory is not liable for indirect/special/consequential/punitive damages or lost profits/revenue/data, even if advised of the possibility.
Service credits (if any under SLA) are the sole remedy for downtime as stated.
Where law bars certain limits, apply the maximum extent permitted.
Merchant must mitigate damages and follow notice/dispute procedures.
Limits do not apply to liability for (a) death/personal injury from gross negligence; (b) fraud/intentional misconduct; (c) non‑excludable statutory rights.
Merchant is responsible for acts of its employees/contractors/agents using the platform under its account.
For joint claims with payment/third‑party providers, follow that provider’s procedures/limits concurrently.
Claims must be noticed within a reasonable time after awareness and within statutory limitation periods. Where consumer protection law mandates local forum or non‑arbitration options (e.g., EU consumer disputes), those mandatory rights remain unaffected.

11) Governing Law, Changes, and Disputes

Governing law: Singapore, excluding conflict‑of‑laws rules.
Disputes resolved by SIAC arbitration unless otherwise specified in an Order Form for certain jurisdictions.
If any term is invalid, interpret the remainder to the fullest lawful extent.
Tanqory may update the Agreement with at least 30 days’ notice for material changes via email/dashboard; continued use after effective date = acceptance.
Formal communications use durable medium (email/dashboard) and may be supplemented by Status Page or channels in Order Form.
If merchant disagrees with a material change, it may terminate per the Termination/Order Form process.
English governs; translations are for convenience and the English controls if conflicts arise.
Referenced policies/appendices (AUP, Privacy/DPA, Billing/Payment Terms, SLA, API License) form part of this Agreement and are binding.
Assignment to third parties requires written consent, except intra‑group restructurings that do not materially increase burden on the other party.
No waiver unless in writing; no waiver of one right waives others or future rights.
Document priority on conflict: Order Form/Enterprise Addendum (if any) prevails over this Agreement; specific policies/appendices prevail over conflicting general text; if still conflicting, apply mandatory law/stricter terms. If mandatory local consumer laws require alternative dispute resolution or small claims court access, those rights remain available to eligible consumers notwithstanding the arbitration clause for merchants.

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Appendix A: Prohibited/Restricted Products & Services (refer to AUP)

• Prohibited: weapons/ammunition/explosives; drugs/controlled substances; counterfeit/IP‑infringing goods; adult services/pornography; unlicensed gambling/lotteries; hacking/malicious/malware services; money laundering/illegal transfers; sanctions‑evasion/export‑evasion items; deepfake/identity fraud services; contract cheating/exam services; unlawful or immoral services.
• Restricted (license/review required): tobacco/vapes; CBD/hemp per local law; regulated medical products/devices; alcohol; high‑risk finance (forex/derivatives/binary); telemarketing/robocall; surveillance/interception systems; wildlife/ivory; children’s products with special rules; crowdfunding/charity subject to applicable law.
• Tanqory may update the list per AUP and legal changes; if unsure, contact legal@tanqory.com before listing.