Luxauro Merchant & GMG Professional Terms of Use

Updated: 10/25/2024

Welcome to the TorqueForm Tribrid (Luxauro, Gold Metal Guild, and TF Empires) (“we,” “us,” “our”), your reliable online marketplace. We connect customers, merchants, clients, professionals, and founders, facilitating transactions and services securely. By using Our Website and its Platform Services, Luxauro Merchants and GMG Professionals agree to be bound by these Luxauro Merchant and GMG Professional Terms of Use (the “Terms”), in addition to the Terms and Conditions of the TorqueForm Tribrid (also linked below) and any Additional Policies that may be applicable to any particular features, Content and functionality of the Platform Services (incorporated into these Terms by reference), that may be offered by Luxauro, LLC or Goldevine, LLC.

By visiting this site, I confirm that I am a resident of the United States and agree to the Terms and Conditions, including the Privacy Policy and Cookie Policy. Currently, only U.S. residents are eligible to use this site, and no accounts can be created for non-U.S. residents. Please note that access to this site is currently restricted to U.S. residents only. We are working on expanding our services and will be available for international users soon. We appreciate your patience and understanding as we make these updates.

Electronic Communications
Who We Are
Third-Party Merchants
Merchant Obligations
Our Intellectual Property
Your Intellectual Property
Restricted Activities
Standard Purchasing Procedures
Holds and Restricted Funds
Our Rights Concerning User Accounts; Termination
Indemnity
Warranty Waiver
Liability Disclaimer
Export Compliance
Waiver and Release (for CA Residents)
Arbitration, Dispute Resolution, and Class Action Waiver
Legal Disputes Not Subject to Arbitration
Force Majeure
Full Agreement Between You and Us
Miscellaneous
Disclaimer

*IMPORTANT NOTICE: AGREEMENT TO ARBITRATION. BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE ANY DISPUTES WITH US THROUGH BINDING ARBITRATION AND YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS (AS DETAILED IN THE ARBITRATION, DISPUTE RESOLUTION, AND CLASS ACTION WAIVER IN SECTION 17 BELOW).*

Please read these Terms of Use carefully.

Overview

The website(s) of the TorqueForm Tribrid is operated by the Company and offers the information, tools, and service to You in accordance with the terms set out hereunder. Please read these Terms carefully before using the Site or Platform Services, including, without limitation, the Website, and all other websites, apps, and services offered by or through Us pursuant to this Agreement (as defined below) offered by the Company. These Terms may be amended at any point in time at our sole discretion by posting a revised version of these Terms. Unless stated otherwise, any accessing or using of Our Site or continued use of Our Platform Services after the effective date of any revised Terms constitutes Your acceptance of those revised Terms. These Terms constitute a legally binding agreement between You and the Company. If We make any material change to these Terms or any portion therein, Our posting of the revised Terms on Our Website, a notice on Our Site, through the Platform Services, or by other means that We deem appropriate such as an email sent to Your email address that we have on file will serve as adequate notification. If You do not agree to these Terms, You may not access or use the Site or Platform Services. These Terms of Use may be translated into other languages and should any conflicts arise between this English version and any translations, the English version shall control. Supplemental terms may apply to the Site or Platform Services. Supplemental terms are in addition to, and shall be deemed a part of the Terms for the purposes of the Site and Platform Services (“Additional Terms”). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the Site or Platform Services.

Additional Policies

The following policies and guidelines (“Additional Policies”) are incorporated into the Terms by reference.

Terms and Conditions: https://Luxauro.com/terms
Luxauro Merchant and GMG Professional Terms of Use: https://Luxauro.com/merchant-terms/
Unified Code of Ethics: https://luxauro.com/code-of-ethics/
Returns, Refunds, and Cancellations Policy: https://luxauro.com/return-refunds-policy
Privacy Policy: https://Luxauro.com/privacy/
Cookie Policy: https://Luxauro.com/cookie-policy/
Copyright DMCA Policy: https://Luxauro.com/copyright-dmca-policy/
TF Empires Terms of Use: https://TFEmpires.com/terms-of-use/
TF Empires’ Privacy Policy: https://TFEmpires.com/privacy-policy/
TF Empires’ Cookie Policy: https://TFEmpires.com/cookie-policy/
TF Empires’ Copyright DMCA Policy: https://TFEmpires.com/copyright-dmca-policy/

1. Electronic Communications

If and when You use the Site or Platform Services, or send emails, text messages, or any other forms of electronic communications from Your computer or mobile device on the Site or through the Platform Services, You may be communicating with Us electronically. By communicating electronically, You acknowledge and agree to receive communications from Us or other Users electronically including, but not limited to, emails, texts, mobile push notifications, or notifications and messages on the Site or through the Platform Services, such as the built-in User messaging system. These electronic communications may be stored for Your records. You acknowledge and agree that all agreements, notifications, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing.

2. Who We Are

1. Luxauro is the online multi-vendor e-commerce marketplace platform of the TorqueForm Tribrid that brings vendors’ products together to Users for sale or rent on the Site and through the Platform Services. This portion of the TorqueForm Tribrid allows Users to form Merchant accounts in order to market and sell or rent their products to Users on the Site or through the Platform Services.

1. TF Empires is the online crowdfunding/crowdsourcing platform of the TorqueForm Tribrid that allows Users to support crowdfunding Projects featuring products, designs, services, and more. Our platform also allows Users to source ideas and information from others to help improve the likelihood of Users’ Projects’ success. In addition, Users can add related sub-projects on to their main Project and receive feedback from Users in order to better tailor their main Project and sub-projects to increase their likelihood of success. Project Owners can offer Rewards to their Backers in exchange for funding their Projects.

1. Gold Metal Guild (GMG) is the professional networking platform of the TorqueForm Tribrid that allows Users to create professional business profiles for themselves along with their associated services to help market themselves and their services to potential customers on the Site and through the Platform Services. In addition to being able to initiate unique and individually created work contracts, GMG Professionals may also create preset service packages called Gold Seal Specials that Users may easily purchase from GMG Pros.

1. You acknowledge and agree that the Sites and Platform Services of the Tribrid make up an online marketplace and as such the Company is not responsible or liable for any of the following including, but not limited to, content, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, products, services, Projects, Rewards, listings, links or information posted or provided by You, other Users, Merchants, Professionals, Founders, or other third parties on or through the Site or any of the Platform Services. You use the Site and Platform Services at your own risk.

3. Third Party Merchants

Parties unaffiliated with the TorqueForm Tribrid operate stores, sell products or software, offer services for hire, or advertise crowdfunding Projects on the Site and through the Platform Services. We may also allow or provide links to the external sites of these third-party affiliates or other certain businesses. If You, as Merchant or GMG Pro, transact business with any of these third-party businesses or individuals, You are transacting directly with those third-parties and not with the TorqueForm Tribrid. We do not support and we make no endorsements, representations, warranties, or guarantees regarding the truthfulness, accuracy, reliability, validity, quality, safety, morality, or legality of any Product, Merchant, GMG Pro Professional Service, Project, or User Content on Our Site (or on their websites). We do not investigate or guarantee the truthfulness of any claims made by Users. You acknowledge and agree that You are solely responsible for evaluating the truthfulness of any statement made by any Merchant, GMG Professional, Founder, or User before choosing to interact with or transact business with anyone on the Site and through the Platform Services. You further acknowledge and agree that We are not responsible or liable for, without limitation, any action, statement, product, service, or content of any third-party on the Site or who makes use of the Platform Services. It is Your sole duty to carefully review the privacy statements and other conditions of use of any third-parties with whom You wish to interact on or off of the Site or through the Platform Services.

4. Merchant Obligations

Merchant Account. This is the Merchant (aka “vendor,” aka “seller,” aka “service provider”) account for which You will be required to apply, register, pay the monthly Merchant Subscription Fee, and receive approval before being permitted to use the Site and Platform Services to advertise, market, sell, rent, or distribute your approved products or offer your approved Professional Services for hire on the Site as a Merchant or GMG Professional. This account may contain any of Your personal information deemed necessary by the Company, including, but not limited to, Your full name, payment information, business address, telephone numbers, email address(es), and any additional information that may be required by Us from time to time. You must be at least 18 years of age and a citizen of the United States of America, to obtain a Merchant or GMG Professional Account. If you are registering for a Merchant or GMG Professional Account on behalf of a corporation, company, or other recognized legal entity you warrant and represent that the party applying for a Merchant or GMG Professional Account is 18 years of age, is possessed of the necessary rights, power, and authority to legally bind the Merchant or GMG Professional to these Terms, and any related Terms, and a citizen of the United States of America.
Registration requires You to submit to Us certain personal information, which may include, but is not limited to, your name, address, mobile phone number, age, bank account or payment information (“Account Information”). You agree to maintain accurate, complete, and up-to-date Account Information. Your failure to maintain accurate, complete, and up-to-date Account information, may result in Your inability to access and use the Site or Platform Services or Our termination of these Terms with You. You are responsible for all activity that occurs under Your Merchant or GMG Professional Account, and You agree to maintain the security and secrecy of Your Merchant or GMG Professional Account username and password at all times.
Application to be a Merchant or GMG Professional does not guarantee that a Merchant or GMG Professional Account will be granted and the Company at its sole and absolute discretion may approve or reject an application to be a Merchant or GMG Professional. We reserve the right to revoke any Merchant or GMG Professional Account even if a Merchant or GMG Professional Account has previously been granted.
Responsiveness. You, as Merchant or GMG Professional, must respond as quickly as possible and honestly to all questions that are posted in comments, messages, or updates including, but not limited to, any questions or requests that We make in regards to Your product(s), store(s), service(s), or User Content. If We do not receive a response from You or if a dispute arises between You, as Merchant or GMG Professional, and another User, We may, at our sole discretion, provide Your name, legal mailing address, and/or email address to the relevant party or parties involved, or in any cases where the law requires it, to the appropriate legal authorities.
Fees. There is no fee for accessing our Site or Platform Services or for creating an account on Our Site. Users who receive Our approval for a Merchant account to sell or rent their Products or a GMG Professional account to offer their Professional Services for hire will be charged a monthly subscription fee in order to have access and the right to sell or rent their Products or offer their Professional Services for hire on the Site or through the Platform Services (the “Subscription Fee”)(https://luxauro.com/merchant-account-subscriptions/). Founders whose Crowdfunding Projects reach their funding goals are charged a Referral Fee of 4% of the total Contributions they actually raise, not pledged (the “Referral Fee”). In addition, Merchants, GMG Professionals, and Founders may be charged an additional transaction fee by Our third-party payment processor. Transfer fees, or bank delivery fees, may also be applied each time any funds are sent to a User’s bank account. You, as Merchant, GMG Professional, Founder, or User, are solely responsible for, and We will not be held liable for, any and all Fees, including, but not limited to, transfer fees and bank delivery fees that are assessed to Your account. Any and all Fees will be effective on the date that they are posted. The Fees may be updated from time to time. Fees will be charged at the then-current rate. Any outstanding balance (e.g., Subscription Fee, assessed Fees, or charges) that remain unpaid on Your account by the end of the thirty-day (30) grace period will be charged a late fee in addition to the original outstanding balance on Your account.
Listings
1. By listing any product or service on the Site or through the Platform Services, You, as Merchant or GMG Professional, warrant that You and all aspects of such product or service comply with these Terms (including all Additional Terms and Policies), and other published policies, and relevant Applicable Laws. You also warrant that You are licensed, certified, have the relevant experience(s), and are in all other necessary ways qualified to legally sell or provide such product or service in all locations where You list Your product for sale or service for hire. You are solely responsible for accurately describing Your products or services and any additional terms of sale in Your Business Suite or store page. Your listings may only include content relevant to the sale of that product or service. All products or services must be listed in an appropriate category with appropriate tags. Each listing must truthfully, accurately and completely describe the product(s) for sale or service(s) for hire in that listing. If the “in stock” quantity is more than one, all products or services in that listing must be identical. The Company does not have any responsibility for, or obligations related to, the descriptions of Your products or services. The Company is not liable for any inaccurate, incomplete, unreliable, outdated, or erroneous information in regards to Your product(s), store(s), service(s), or User Content.
2. Content can only be posted where it does not violate any of the Company’s policies and if it does it may be obfuscated or deleted at the Company’s sole discretion.
3. The Company strives to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to (i) buyer’s location, search query, browsing site, and history; (ii) product’s location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the User query; (iii) Merchant’s or GMG Professional’s history, including listing practices, Merchant’s or GMG Professional’s ratings, compliance with the Company’s policies and Terms, feedback, and defect rate; and (iv) number of listings matching the buyer’s query.
4. You, as Merchant, will not sell and will promptly remove all listings for any product that has been recalled by a manufacturer or governmental agency if the sale of the product is prohibited by law or regulation or the product poses a health or safety hazard as specified by any governmental agency. The Company has no responsibility or liability for the safety or performance of any product that You list or sell using our Platform Services, including any product that is subject to a recall. You, as Merchant, are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of any product You list or sell using Our Platform Services.
Transparency. You, as Merchant or GMG Professional, will be ready, willing, and able to affirm and guarantee any and all of the features and capabilities of and claims that You make regarding, without limitation, Your product(s), store(s), service(s), and User Content. If You are unable to substantiate Your claims, We may, in Our sole discretion and without limitation, remove Your product(s), store(s), service(s) listings, User Content, terminate Your account, provide Your name, mailing and/or email address, or take other necessary actions provided by law in order to enforce Our rights under this Agreement and any and all applicable laws.
Sale and Delivery. As Merchant, You:
1. Are solely responsible for sourcing, offering, selling, shipping, and fulfilling Your orders to Your buyers, in each case and in accordance with these Terms, Your store terms and conditions or any Additional Terms as may be imposed by the Company from time to time;
2. Shall ensure that as far as reasonably practicable that Your products are packaged in a commercially acceptable manner and that all labeling requirements, including those labeling requirements, statutorily imposed, are complied with;
3. Shall provide the Company with all information necessary to track the delivery of the products purchased and You are responsible for ensuring that the product reaches the purchaser on, where applicable, the specified delivery date;
4. May cancel the fulfillment of a sale where it is in accordance with the terms of Your store page or in accordance with the terms set forth herein; and
5. Shall also identify Yourself as the Merchant of every product sold to Your purchaser, submit an order-specific tax invoice.
Payment Services.
1. Credit/Debit card payment processing services for Our Site and Platform Services are provided by Stripe®, Inc. (“Stripe”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). As a User of the TorqueForm Tribrid, You acknowledge and agree to be bound by the Stripe Services Agreement, as may be modified by Stripe from time to time. As a condition to Our enabling credit card payment processing services through Stripe, You hereby agree to provide Us with accurate and complete information about Yourself and Your business, and You authorize Us to share any such information with Stripe, as well as transaction information related to Your use of the Stripe payment processing services. In all cases, standard credit card or other third-party processing fees apply in addition to Our Fees. We are not responsible for the performance of any third-party credit card processing or third-party payment services.
2. You, as Merchant or GMG Professional, agree that any funds received or resulting from a buyer’s purchase of any product or service through the Site and Platform Services into Stripe’s possession from such buyer shall be considered the same as a payment made directly to You by the buyer. You further agree that You will provide the purchased product(s) or service(s) to the User in the agreed-upon manner as if You have received the payment directly from the buyer. You acknowledge and agree that the Company may, but is under no obligation to, refund the buyer in accordance with the Company’s Return and Refund Policy below. You acknowledge and agree that the Company’s obligation to remit the buyer’s payment to You is subject to and conditioned upon successful receipt of the associated funds from the buyer. The Company guarantees payments to You only for such amounts that have been successfully received by the Company from the buyer for the transaction in question in accordance with this Agreement and these Terms, and Applicable Terms, and that are not subject to refunds made to buyers. The Company assumes no liability for any of Your acts or omissions, including, without limitation, any violation by You of this Agreement or any Applicable Laws.
3. You, as Merchant or GMG Professional, agree that any obligation of a User to pay You for the purchase of any products or services through the Platform Services is extinguished upon the buyer’s payment of the funds through the Site to Stripe, upon which Stripe and the Company then is responsible for remitting those funds to You in the manner described in these Terms, or as otherwise communicated by the Company to You. Your funds are not eligible for payment to You unless and until all terms or any related agreements are satisfied. In the event that Stripe or the Company does not remit any such payment or funds to You, You will have recourse only against Stripe or the Company and not the buyer directly, and only for the amount owed from the buyer’s purchase.
4. You, as Merchant or GMG Professional, agree that the Company may honor any governmental or judicial order attaching, garnishing, or levying upon funds otherwise payable to You hereunder and that any payment to a governmental authority or a third party pursuant to a court order by the Company as required by such order shall relieve the Company of any obligation to pay such funds to You.
5. You, as Merchant or GMG Professional, further agree that neither Stripe nor the Company shall have any obligation to invest such funds for Your account and that You shall not be entitled to any interest earned on such funds while such funds are in the possession of Stripe or the Company.
6. The Company shall have the right to offset its obligation to pay You, as Merchant or GMG Professional, such funds to satisfy any obligation then owing by You to the Company. The Company shall otherwise have no interest in the funds that Stripe or the Company holds for You, and any liability for taxation or otherwise related to such funds shall be entirely Yours.
7. Stripe or the Company will disburse funds owed hereunder to You, as Merchant or GMG Professional, in a reasonable time period and only upon receipt of said funds from buyer. Under no circumstance shall Stripe or the Company be obligated to advance to You funds that they do not possess in relation to any transaction in question.
8. Except as otherwise provided, the Company will remit to You, as Merchant or GMG Professional, Your available funds within a reasonable time period. Any amounts owed to the Company, including, but not limited to Service Fees, taxes as the Company may be legally required to deduct and pay to a tax authority, and other fees as may be charged for the Service from time to time shall be deducted from any amounts disbursed to You.
9. A reserve may be established on Your Merchant or GMG Professional Account based on Our assessment of the risk of Your store.
Returns and Refunds. (See Returns, Refunds, and Cancellations Policy).
1. You, as Merchant or GMG Professional, must establish and post in a conspicuous location Your return, refund, and cancellation policy in regards to Your Products or Professional Services. We are under no obligation to provide any returns, refunds, replacements, or compensation of any kind for any lost, stolen, broken, or otherwise undeliverable products to Your customers, or to become involved in any dispute between any Users, whether or not either User is a Merchant, GMG Pro, Founder, Contributor, or a customer. Any return, refund, or cancellation requests which We may receive from Users with whom You have transacted business will be re-directed to You, the Merchant or GMG Pro. We are not liable, and You, as Merchant or GMG Pro, are solely responsible, for handling any and all return, refund, and cancellation requests in accordance with Your separate return, refund, and cancellation policy including, without limitation, the method of return, refund, or compensation. We reserve the right to terminate Your Merchant or GMG Professional Account and remove all of Your User Content for any violation of this policy.
2. As a Merchant or a GMG Pro, if Your customer is entitled to a refund for a return or cancellation, based on an agreement between You and the customer or according to the Company’s policies regarding such transaction, You authorize us, and we may, but are under no obligation, to pay to the customer the corresponding refund amount on Your behalf.
3. Without limiting Your obligations, as Merchant or GMG Pro, We may, in our sole discretion, accept, calculate, and process returns, refunds, cancellations, and adjustments for the benefit of Your customer, all of whom are Users of the Site and Platform Services. We will make any payments to customers in the manner We determine, and You will reimburse us for any and all amounts that We pay in relation to said returns, refunds, cancellations, and adjustments.
Business Insurance.
1. You, as Merchant or as GMG Professional, acknowledge and agree that You are solely responsible, and that We assume no liability, for finding and providing for Your own appropriate business insurance needs and responsibilities for Your type of business when applying for a Merchant or GMG Professional account. This may include, but is not limited to, general liability, product liability, professional liability, cyber liability, commercial property, business interruption, workers’ compensation, cargo and transit, intellectual property, employment practices liability, or any other forms of insurance whether or not they are required by Federal, State, or Local laws for Your type of business.
2. As part of Your being allowed to operate a Merchant or GMG Professional account, We require that You name Us as an additional insured on Your insurance policy. Please use the following information as Your insurer requires in order to add Us as an additional insured on Your insurance policy:
  - Additional Insured’s name:
    Luxauro, LLC
  - Additional Insured’s address:
    P.O. Box 904
    Condon, MT 59826
  - Nature of the Relationship:
    The merchant/professional service provider [Your business name/professional’s name] and Luxauro, LLC have entered into an agreement whereby the merchant/professional service provider offers their products/professional services through Luxauro.com.
  - Reason for Being an Additional Insured:
    As per the agreement between the merchant/professional service provider and Luxauro.com, the merchant/professional service provider agrees to include Luxauro, LLC as an additional insured on their business liability insurance policy(ies) for coverage against claims related to the product(s)/service(s) offered through Luxauro.com.
  - Endorsement Requirements:
    The merchant/professional service provider will maintain adequate insurance coverage, naming Luxauro, LLC as an additional insured. Such insurance shall include but not be limited to general liability, product liability, professional liability coverage(s) with limits of not less than $1,000,000 per occurrence and $1,000,000 aggregate limit, and any other insurance required by applicable laws. A certificate of insurance shall be provided to Luxauro, LLC upon request, confirming Luxauro, LLC is listed as an additional insured.
3. Proof of insurance must be updated and submitted annually, or upon any insurance policy changes, and maintained without interruption as long as Merchant or GMG Professional is active in the marketplace.
4. We may require verifiable proof of such insurance as We deem necessary. If You are unable to provide verifiable proof of insurance coverage for Your business upon request, we may, at our discretion, cancel Your Luxauro Merchant account or GMG Professional account.
Defective Products. You, as Merchant, are solely responsible for any non-performance, non-delivery, misdelivery, theft, loss, breakages, or other mistake or act in connection with the sale, fulfillment, or delivery of Your products.
Compliance with All Laws and Regulations. You, as Merchant or GMG Professional, agree to comply with all applicable laws, rules, regulations, ordinances, orders, licenses, permits, judgments, decisions, and other requirements, of any governmental authority, whether domestic, international, federal, state, local or provincial, and whether in effect now or in the future and as may be amended from time to time (“Applicable Laws”) including with respect to e-commerce, privacy, intellectual property, use of the Platform Services, marketing, sale and provision of and any and all statements concerning Your products, store, services, and User Content.
Service Fee changes. We may amend the Subscription Fees and charges on 30 days prior written notice to You, by emailing Your email address contained in Your Merchant or GMG Professional account. When we notify You of any adjustments to the Subscription Fees which affect a Service, You may terminate the relevant Service on written notice to us prior to the date in which the adjustments come into effect. If You do not terminate the relevant Service after the adjustments come into effect, the adjustments apply to You from the date they come into effect.
Privacy. (See Privacy Policy) You, as Merchant or GMG Professional, agree to protect the privacy of all Users with whom You interact on Our Site and who use Our Platform Services, including, but not limited to, personally identifiable information (“PII”), such as names, e-mail addresses, and physical addresses. This information is provided to You purely for the purposes of fulfilling customers’ product and service orders and any other relevant services. Any and all User information that You may receive may not be used or disclosed for any other purposes, including, but not limited to, cross-promotional marketing of any other products or services including any other products or services of Your own, without separate, verifiable consent from each User which must be obtained independently from Us or the Platform Service. You are expected to maintain and You will be required to produce any and all records of verifiable consent upon request.
Data and Security. You, as Merchant or GMG Professional, agree to establish and maintain the following data and security measures:
1. Determine the required legal basis for Your collecting and/or processing of personal information;
2. Manage and report any and all security issues;
3. Conduct and manage any and all transfers of data of any kind;
4. Contract only with data processors that employ adequate security standards for personal data and that include appropriate contractual language;
5. Maintain Your own records of data processing activities;
6. Comply with the Federal Gramm-Leach-Bliley Privacy Act, and any other applicable Federal, state, and local privacy laws;
7. Conduct any required data protection impact assessments.
Taxes. You, as Merchant or GMG Professional, are responsible for the collection and remittance of any and all applicable sales taxes required by the laws of Your home state from Your transactions on the Site and through the Platform Services. The TorqueForm Tribrid is neither a law firm nor an accounting firm and thus is unable to provide any User or third party with tax advice. It is solely Your and any third party’s responsibility to consult with legal counsel and/or tax advisors of Your choice to understand and adhere to all applicable tax laws and responsibilities. Additionally, sales and shipments of products to consumers may impose sales and use taxes on merchants and consumers. The TorqueForm Tribrid is not liable for Your tax responsibilities in regards to any and all of Your transactions on the Site or through the Platform Services.
Requests for Information. You, as Merchant or GMG Professional, agree to respond to any and all requests from Us for information about Your products, store, services, or User Content. We do not and will not guarantee any product, service, User Content, or any payment made for any product or service, even if the product has been paid for and delivered to its intended recipient, nor will We assume any duty to investigate or moderate any statements made by any Merchant or GMG Professional or User. We may, but are not required to, request information from any Merchant or GMG Professional in order to investigate any potential breaches of this Agreement. The information that We may request may include, but is not limited to, evidence of any or all of the following:
1. Source documentation to substantiate the claims, statements, and promises of any product, store, service, or User Content;
2. Merchant’s or GMG Professional’s actions to deliver products or services;
3. Production and shipping timelines and information; and
4. The personal identification information of Merchants, GMG Professionals, vendors, and suppliers.
You, as Merchant or GMG Professional, agree to Our employing the services of any third party to assess these evidences and Your product(s), store(s), service(s), or User Content. You agree to provide this evidence to Us and any such third party upon request. Failure to provide any of the requested evidence within 14 days or the time set forth in the request shall be deemed a material breach of this Agreement.
Background Check. In addition to all Merchant Obligations, as a security measure, we require any User wishing to become a Merchant or GMG Professional to agree to fill out, sign, and submit a background check form and pass the background check before a Merchant or GMG Professional account can be approved.
Payment of Products or Services. You, as Merchant or GMG Professional, acknowledge and agree that even after a product has been purchased or a service been completed, delays may occur between the date of purchase of said product or service and the remittance of said payment for several reasons including, but not limited to:
1. Refunds;
2. Chargeback disputes;
3. Fraud;
4. Violation of these Terms or other policies; or
5. Any other situation giving rise to such delay.
6. Additionally, payment may be withheld pending the receipt and evaluation of information requested through paragraph 5.18 above or pending any investigation into Your account or practices that may be undertaken by Us or any legal authority. If You do not provide information within the requested time or are unable to substantiate claims made in Your product(s), store(s), service(s), or User Content, We may terminate Your account and apply any remedies available to Us under these Terms or applicable law. We may also seek reimbursement from a Merchant or GMG Professional by any and all means under the law, including, but not limited to, using third-party collection services, for all costs, expenses, and losses, including reasonable attorneys’ fees, incurred or suffered by Us by reason of Your breach of these Terms or any of the policies governing Your use of Our Site and Platform Services.
Legal Responsibility. You, as Merchant or GMG Professional, acknowledge and agree that You are the sole party responsible for fulfilling any and all obligations of Your Merchant or GMG Professional account and delivering purchased products or services to Your customers, and failure to so fulfill those obligations, or any of Your other legal obligations, may subject You to legal action by Users and Us, including, but not limited to, providing Your legal name, mailing address, and contact information to Users seeking legal action or to the proper authorities.
Luxauro and Goldevine, together with their parents, subsidiaries, DBAs, affiliates, agents, representatives, consultants, employees, officers, and directors, reserve all rights (but is under no obligation) to remove or edit User Content, terminate, suspend, or take any other action related to Your account that We deem necessary. If Your account has been terminated or suspended, You may not access Our Site or Platform Services.

5. Our Intellectual Property

Our Intellectual Property. All intellectual property rights, including but not limited to copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to the Company in the Site and published on it are owned by Us and our licensors. All such rights are reserved.
All content that is made available in or through the Platform Services including, but not limited to, text, graphics, logos, button icons, images, audio clips, video clips, digital downloads, data compilations, software, services, Content, and Marks, is the exclusive property of the TorqueForm Tribrid or its content supplier(s) and is legally protected in a number of ways, including, but not limited to, copyright, trademark, trade dress, service marks, publicity, patent, trade secrets, and/or other U.S. and international intellectual-property laws and may not be used without Our prior written approval.
You, as Merchant, acknowledge and agree to respect all copyright and other legal notices, information, and restrictions, whether express or implied, contained in any of Our Content, Platform Services, or Marks accessed through the Site or the Platform Services. You agree not to change, translate, or otherwise create derivative works of the Site or the Platform Services.
Limited User Rights. We grant You, as Merchant, a limited, temporary, non-exclusive, non-sublicensable, and non-transferrable license to access and use User Content and Our Content solely for use of the Platform Services in accordance with these Terms, Policies, and Platform Services. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works, license, or otherwise transfer or use any User Content or Our Content unless We give You express written permission to do so. We reserve the right to revoke this limited license to access and use User Content and Our Content at any time and in our sole discretion.
Trademarks. In addition to the above, graphics, logos, page headers, page footers, button icons, scripts, and service names that are included in or made available through any of the Platform Services are trademarks, trade dress, or service marks of the TorqueForm Tribrid. These trademarks, trade dress, and service marks may not be used in connection with any product, service, or in any manner that may disparage or discredit the TorqueForm Tribrid. All other Marks that are not owned by the TorqueForm Tribrid that appear among any of the Platform Services are the property of its respective owners, who may or may not be affiliated with, connected to, or sponsored by the TorqueForm Tribrid.

6. Your Intellectual Property

Your User Content is and remains Your property, however, when You submit Your User Content to the Site or via the Platform Services, You agree to the following terms:

Grant of License. You, as Merchant, grant to Us, and others acting on Our behalf, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully sublicensable, transferable right and license for the duration of Your original and derivative intellectual property rights to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, display, exercise, commercialize, exploit the copyright, publicity, trademark, patent, database rights, and any and all of Your Intellectual Property Rights for the Platform Services or other products or services, and to sublicense the foregoing rights to Our affiliates and operators of the Company; provided, however, that We will not alter any of Your trademarks from the form provided by You (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with Your removal requests as to specific uses of Your content (provided You are unable to do so using standard functionality made available to You via the applicable Site or Platform Services); provided further, however, that nothing in this Agreement will prevent or impair Our right to use Your content without Your consent to the extent that such use is allowable without a license from You or Your Affiliates under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party). You further grant to Us, and others acting on Our behalf, the right to make any and all changes, edits, modifications, translations, formatting, or deletions in regards to Your User Content that we deem necessary at Our sole discretion.
Licensed Content. You, as Merchant, acknowledge and agree that:
1. You either own all intellectual property rights or have a legal license, right, consent, and permission to the intellectual property of all User Content that You submit to Our Site and Platform Services;
2. You have the legal authority to grant Us a license, and do hereby grant Us such license, to post such User Content on Our Site;
3. Your User Content does not contain any third-party intellectual property material, or material that is subject to other third-party proprietary rights, unless You have the legal authority in writing to grant Us a license, and do hereby grant Us such license, to post such third-party material on Our Site. In the event that Your User Content does contain any licensed third-party material for which you have been granted such a license, you must provide Us with proof of said license before we will allow Your User Content to be posted to Our Site or Platform Services.
Royalties and License Fees. You, as Merchant, agree to pay and keep current any and all royalties and licensing fees that may be due on your User Content and Your use of that Content on Our Site.
Non-Violation of Rights; Submission Responsibility. You, as Merchant, acknowledge, represent, and warrant that if We or Our Users make use of Your submission in the permitted ways described in these Terms and Policies, that this will not infringe or violate the rights of any third party, including, but not limited to, any privacy, publicity, copyrights, contractual, any other intellectual property or proprietary rights, or otherwise violate these Terms or applicable law. All User Content submitted to the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person by whom that Content is submitted.
Content Errors. We are not liable for any errors, without limitation, in Your Merchant store, account, or User Content.
User Content Monitoring. We reserve the right but not the obligation to monitor, edit, and/or remove any User Content or activity.
No Liability. We take no responsibility and assume no liability, and You, as Merchant, are solely responsible and assume all liability, for any and all of Your product(s), store(s), activity, and User Content associated with Your Merchant account whether posted by You or any third party.
Indemnification. You, as Merchant, agree to indemnify and hold Us harmless for any and all claims resulting from or relative to, without limitation, Your product(s), store(s), activity, and User Content including, but not limited to, all costs, fees, expenses, all attorneys’ fees and court costs.

7. Restricted Activites

1. In connection with using or accessing Our Platform Services, as a Merchant, You agree to comply with these Terms, and all applicable laws, rules, and regulations, and You will NOT:
  1. Breach or circumvent any laws, regulations, third-party rights or our systems, Platform Services, policies, or determinations of Your account status;
  2. Use our Platform Services if You are temporarily or indefinitely suspended from using Our Platform Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
  3. Fail to deliver items sold by You, unless it has been communicated and accepted by the buyer for which We may require written proof of said communications;
  4. Manipulate the price of any item or interfere with any other User’s listings;
  5. Take any action that may undermine the feedback or ratings systems;
  6. Transfer Your Merchant Account (including feedback) and User ID to another party without Our consent or share Your login credentials with any third parties (except employees);
  7. Harvest or otherwise collect or use information about Users without their consent;
  8. Use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access Our Platform Services for any purpose, except with the prior express permission of the Company;
  9. Post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
  10. Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  11. Infringe through any actions including, but not limited to, reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to the Company or someone else.
  12. Infringe any Intellectual Property Rights that belong to the Company or to third parties affected by Your use of Our Platform Services or post content that does not belong to You;
  13. Distribute viruses or any other technologies that may or are intended to harm the Company or the interests or property of Users;
  14. Create listings, post, or upload content in inappropriate categories or areas on Our sites;
  15. Export or re-export any Company application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
  16. Circumvent any technical measures used to provide our Platform Services;
  17. Interfere with the functioning of Our Platform Services, such as by imposing an unreasonable or disproportionately large load on Our infrastructure; or
  18. Commercialize any Company application or any information, data or software associated with such application, except with the prior express permission of the Company.

8. Standard Purchasing Procedures

Basis of Purchase
1. The Order/Contract constitutes an offer by the Client to purchase the Goods from a Merchant and/or engage the Professional Services of a GMG Professional.
2. These Standard Purchasing Procedures (“Procedures”) shall apply to any Order/Contract to the exclusion of any other terms on which any quotation has been given to the Client or subject to which an Order/Contract is accepted or purported to be accepted by the Merchant or GMG Professional.
3. The Order/Contract will lapse unless unconditionally accepted by the Merchant or GMG Professional in writing within three (3) days of its start date. Acceptance of the Order/Contract may be made on the Site or through the Platform Services by written acknowledgment of the Order or written agreement by both parties to engage the Professional Services in the Contract, and/or by a confirmation email or other electronic communication, or by shipment of Goods hereunder. If the Merchant or Professional uses its own order acknowledgment or other form to accept the Order/Contract, it is understood that said form shall be used for convenience only and any terms or conditions contained therein inconsistent with or in addition to those contained herein shall be of no force or effect whatsoever between the parties hereto.
4. No variation to the Order, Contract, or this Section shall be binding unless agreed in writing between the authorized representatives of the Client and the Merchant.
Specifications
1. The quantity, quality, and description of the Goods and the Professional Services shall, subject as provided in these Procedures, be as specified in the Order/Contract and/or in any applicable Specification supplied by the manufacturer or supplier of the Goods or GMG Professional of his/her Professional Services.
2. Any Specification produced by the Merchant or GMG Professional for the Client, in connection with the Order/Contract, together with the copyright, design rights, or any other intellectual property rights in the Specification, shall be the exclusive property of the Merchant or GMG Professional.
3. Client acknowledges that the Specifications are satisfactory for the Client’s purposes in purchasing the Good and/or engaging the Professional Services and that the Goods and/or Professional Services comport to the Specifications.
4. For certain Goods and Professional Services including, but not limited to, wearable Goods, there may be variances in how the Good appears or behaves when used by the Client, depending not only on, as one example, the style and fabric, but also on the Client’s physical attributes, such as personal body size, body shape, limb proportion, and height. Within any applicable categories of Goods or Professional Services that contain such variances and dependencies, neither Merchant nor GMG Professional warrant that the particular Good or Professional Service that is advertised will appear or conform exactly to Client’s expectations.
Prices
1. The Price of the Goods and the Professional Services shall be as stated in the Order and/or Contract and, unless otherwise so stated, shall be exclusive of any applicable franchise taxes, sales or use taxes (which shall be payable by the Client), and of all charges for packaging, packing, shipping, carriage, insurance, and delivery of the Goods to the Delivery Address and any duties, imposts, or levies other than value added tax.
2. Merchants and GMG Professionals shall be responsible for all other applicable taxes, assessments, permits and fees, however designated, that are levied upon the Order or Contract or the Goods or Professional Services, except for taxes based upon the income of the Client.
3. No increase in the Price may be made (whether on account of increased material, labor, or transport costs, fluctuation in rates of exchange, or otherwise) without the prior consent of the Client in writing.
4. Merchants and GMG Professionals will give Clients the benefit of any Price reduction occurring before the specified Order delivery date or the actual Order delivery date or the Professional Service Contract start date, whichever is later. The Merchant/GMG Professional warrants that the Price for the Goods/Professional Service is not less favorable than the price currently extended to any other customer of the Merchant/GMG Professional for the same or similar articles in similar quantities/Professional Services.
Terms of Payment
1. Unless otherwise stated in the Order/Contract, the Client shall pay the Price of the Goods/Professional Services upon placement of the order.
2. The Client may set off against the Price any special offers or discounts that may be available through the Merchant or GMG Professional.
Delivery and Acceptance
1. In the case of Goods, the Goods shall be delivered to the Delivery Address on the date or within the period stated on the Order. In the case of Professional Services, the completion of the Professional Services shall occur on the date specified within the Professional Services Contract.
2. Where the date of delivery of the Goods is to be specified after the placing of the Order, the Merchant shall give the Client reasonable notice of the specified date.
3. If the Goods are to be delivered in installments, the Contract will be treated as a single contract and not severable.
4. In the case of Goods, unless specified otherwise in writing in regards to a particular Product and the applicable return and refund policy of the Merchant, the Client may reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Client has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
5. In the case of Professional Services, at any point throughout the Contract duration, the Client may bring to the hired GMG Professional any dissatisfaction or complaint that the Client has with the delivered Professional Services within and subject to the scope and terms of the Contract.
6. After Goods have been delivered to the Client according to the Order or the Professional Services Contract has been fulfilled by the GMG Professional according to the Contract, if the Client does not inform the Merchant or GMG Professional of any defect or complaint in regards to the delivered Goods or Professional Services at any point from the Order date or Contract start date or within a reasonable time period after the Order delivery date or expected Contract completion date (default is seven (7) days unless specified otherwise in the Order/Contract), then the Order/Contract and all parties’ obligations thereunder are deemed to have been satisfied.
Risk of Loss and Passage of Title
1. Risk of damage to or loss of the Goods shall pass to the Client on shipment to the Client in accordance with the Contract.
2. Title in the Goods and Professional Services shall pass to the Client when payment has been made and the Goods and Professional Services have been appropriated to the Contract.
Warranties and Liability
1. NO WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, HAVE BEEN MADE BY MERCHANT OR GMG PROFESSIONAL IN REFERENCE TO THE GOODS AND/OR PROFESSIONAL SERVICES UNLESS EXPRESSLY INCLUDED IN THIS WRITTEN SALE AGREEMENT BETWEEN CLIENT AND MERCHANT OR GMG PROFESSIONAL.
2. Neither the Merchant/GMG Professional nor the Client shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or the Professional Services, if the delay or failure is beyond that party’s reasonable control, that is, Force Majeure (defined below).
Miscellaneous
1. A notice required or permitted to be given by either party to the other under these Procedures shall be in writing addressed to that other party at its registered office, principal place of business, or such other address as may at the relevant time have been notified under this provision to the party giving the notice, or by means of electronic mail.
2. No waiver by the Merchant/GMG Professional of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
3. If any provision of these Procedures is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Procedures and the remainder of the provision in question shall not be affected.
4. The Order, the Contract, these Procedures, and any other documents mentioned herein constitute the entire agreement between the parties on this subject. All prior representations or arrangements on this subject matter are superseded by these Procedures.
5. Any dispute arising under or in connection with these Procedures or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by and in accordance with the rules of the American Arbitration Association.
6. The Order, the Contract, and these Procedures shall be construed in accordance with, and all disputes shall be governed by, the laws of the state of Montana, specifically including the provisions of the Uniform Commercial Code as adopted by that state, and the Client agrees to submit to the jurisdiction of the courts of Montana in the event of any proceedings therein in connection herewith.

9. Holds and Restricted Funds

We reserve the right to manage the risks associated with selling through the Site and Platform Services, and We may place restrictions on Your access to Your Merchant funds if and when We deem necessary, as described in further detail below.
You, as Merchant, agree that We may place holds on Your funds or instruct a payment service provider to hold Your funds, prior to disbursement. We will notify You by email and, depending on the reason, may request additional information from You to help resolve the issue. A hold may be placed if We have reason to believe there is an increased risk associated with the provision of our disbursing funds to You or with respect to certain transactions; for example, if We cannot verify Your identity or if Your buyer files a dispute.
We take into consideration relevant factors when assessing the risks, including selling history, Merchant performance, returns and cancellations, chargebacks, the riskiness of the listing category, transaction value, and the ability to make direct debits from Your bank account. We also may cancel or freeze the settlement of Your proceeds as necessary to comply with Our legal obligations in connection with fraud prevention, risk management, or regulatory compliance. Any hold placed on Your funds will be lifted when the issue is resolved.
Your bank’s holds and settlement procedures may at times cause delays in the settlement of funds to Your bank or financial account linked to Your Merchant Account. We do not have control over these delays and are not liable for any consequences of such delays.

10. Our Rights Concerning User Accounts; Termination

Account Monitoring. We reserve the right to monitor, terminate, suspend, or delete any User Account at any time in Our sole discretion. We are under no obligation to comment on any reasons for monitoring, terminating, suspending, or deleting an account.
No Liability. We have no liability to You, as GMG Professional, or any third party for any use of the Platform Services associated with Your account. In the event that Your Merchant or GMG Professional account is suspended or terminated, You, as a Merchant or a GMG Professional, must immediately cease all use of the Platform Services and User Content. Your representations, warranties, Our rights and Our Users’ and Visitors’ rights to use and share Your Content, including, but not limited to, feedback shall survive termination.
Remedies. We reserve the right, in Our sole discretion, to remove, delete, suspend, or terminate, without limitation, any Product listing, Professional Service listing, Project, Reward, User Content, or User Account if it does not comply with these Terms. In the event of termination, We may exercise any of the remedies provided for in these Terms and any remedies available to enforce Our rights under applicable law.

11. Indemnity

As a User of Our Site and Platform Services, You agree to defend, indemnify, and hold harmless Us, Our parents, subsidiaries, DBAs, and affiliated companies, and Our officers, directors, employees, partners, contractors, representatives, agents, and third-party providers from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including reasonable attorneys’ fees and costs) and all amounts paid in settlement arising from or relating to: 1) Your use or misuse of the Site or Platform Services; 2) Your breach of these Terms; 3) Your violation of any applicable laws; or 4) any intentional, negligent, illegal, or otherwise wrongful actions, errors, or omissions by any User, Merchant, Professional service provider, or Founder from whom You purchase, rent, or obtain any product, service, reward, or project deliverable through the Site or Platform Services, including, but not limited to, claims of negligence, mistake, malpractice, or any other form of liability including, but not limited to, injuries, damages, or losses arising from the use, rental, or consumption of Products or Professional Services offered through the Platform Services. We reserve the right, in Our sole discretion and at Our own expense, to assume the exclusive defense and control of any matter for which You have agreed to indemnify Us, and You agree to assist and cooperate with Us as reasonably required in the defense or settlement of any such matters.

12. Warranty Waiver

THE TORQUEFORM TRIBRID HAS NO FIDUCIARY DUTY TO ANY USER. THE PLATFORM SERVICES, TORQUEFORM TRIBRID CONTENT, USER CONTENT, AND ANY OTHER MATERIALS MADE AVAILABLE OR THROUGH THE USE OF THE SITE OR PLATFORM SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OR COURSE OF PERFORMANCE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE TORQUEFORM TRIBRID AND ITS PARENTS, SUBSIDIARIES, ASSUMED BUSINESS NAMES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. THE TORQUEFORM TRIBRID AND ITS PARENTS, SUBSIDIARIES, ASSUMED BUSINESS NAMES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AND AGENTS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SITE OR THAT YOUR USE OF THE PLATFORM SERVICES, AS A MERCHANT, WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM SERVICES OR THE SERVER(S) ON WHICH THE PLATFORM SERVICES ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD PARTY PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO OPINION, ADVICE OR STATEMENT OF THE TORQUEFORM TRIBRID OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER EXPRESS OR IMPLIED, WHETHER MADE THROUGH THE USE OF THE PLATFORM SERVICES, OR ON THIRD-PARTY PLATFORMS OR OTHERWISE, SHALL CREATE ANY WARRANTY. AS A MERCHANT, YOUR USE OF THE PLATFORM SERVICES OR GOOD OR SERVICE REQUESTED IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY SERVICES PROVIDED ON ANY THIRD-PARTY PLATFORM, ARE ENTIRELY AT YOUR OWN RISK TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

13. Liability Disclaimer

1. Risk of Use. We do not support and we make no endorsements, representations, warranties, or guarantees regarding the truthfulness, accuracy, reliability, validity, quality, safety, morality, or legality of any product, store, Professional Service, profile, Project, Reward, the fulfillment or the performance of any Reward, Contribution, that Contributions will be used as described in the Project, or User Content posted on the Site or Platform Services. We do not control or endorse any User Content that is posted on the Site or in any of the Platform Services. We are not liable for any damages or losses related to Your use or misuse of the Site or Platform Services as a Merchant. We will not become involved in any dispute between Users, Merchants, Project Owners, Contributors, Professionals, or between Users and any third party relating to the use of the Site or Platform Services.

1. Release of Claims. By using Our Site and/or Platform Services, You, as Merchant, release Us from all claims, damages, and demands of every kind – known and unknown, suspected or unsuspected, disclosed or undisclosed – arising out of or related to the Site and Platform Services. All User Content that You access or use through the Site or Platform Services is entirely at Your own risk. You are solely responsible for any resulting damage or loss to any party.

1. YOU, AS MERCHANT, ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND PLATFORM SERVICES AND USER CONTENT, AND ANY CONTACT YOU HAVE WITH USERS, MERCHANTS, PROFESSIONALS, PROJECT OWNERS, CONTRIBUTORS, OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER THE TORQUEFORM TRIBRID, OUR SUBSIDIARIES AND AFFILIATED COMPANIES, OUR OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, CONTRACTORS, REPRESENTATIVES, AGENTS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR PLATFORM SERVICES WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE TORQUEFORM TRIBRID HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE SITE OR PLATFORM SERVICES; (F) ANY COMMUNICATIONS OR OTHER INTERACTIONS WITH OTHER USERS, MERCHANTS, PROFESSIONALS, PROJECT OWNERS, CONTRIBUTORS, OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE AND PLATFORM SERVICES; OR (G) YOUR USER CONTENT, YOUR PRODUCTS, YOUR PROFESSIONAL SERVICES, YOUR PROJECTS OR CONTRIBUTIONS.

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF THE TORQUEFORM TRIBRID AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM SERVICES, OR USER CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE SITE OR PLATFORM SERVICES EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO THE TORQUEFORM TRIBRID BY YOU, AS MERCHANT, HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE.

THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.

14. Export Compliance

1. You, as Merchant or GMG Professional, acknowledge and agree to comply with all applicable import, re-import, export, and re-export control laws, restrictions, and regulations that may apply to goods, software, technology, and services, including:

1. 1. The Export Administration Regulations;
  2. The International Traffic in Arms Regulations (ITAR); and
  3. Country-specific economic sanctions programs implemented by the Office of Foreign Assets Control (OFAC).

1. You, as Merchant or GMG Professional, will not use any of the TorqueForm Tribrid’s Site or Platform Services if You are a Specially Designated National (SDN), a member of a sanctioned country according to the OFAC, or the subject of U.S. sanctions or of sanctions consistent with U.S. laws imposed by the governments of the country in which you are using Our Site or Platform Services.

1. For clarity, You, as Merchant or GMG Professional, are solely responsible for compliance related to the manner in which You use any third-party products or services funded through the website. Further, pursuant to 15 C.F.R. §758.6(a)(1), You are hereby advised that for any items that are physically shipped to You, the items are controlled by the U.S. Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. You may not resell, transfer, or otherwise dispose of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government, or as otherwise authorized by U.S. law and regulations.

1. You, as Merchant or GMG Professional, agree to indemnify the TorqueForm Tribrid, its parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors for any penalties, fines, attorneys’ fees and other amounts that may be incurred by Us that arise out of or are related to Your failure to comply with this Section.

15. Waiver and Release (for CA Residents)

California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542 for unknown claims, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You waive this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.

16. Arbitration, Dispute Resolution, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

1. You and We acknowledge and agree that this arbitration undertaking is made pursuant to or in connection with a transaction involving interstate commerce and shall be governed by and construed and interpreted in accordance with the Federal Arbitration Act (9 U.S.C. Section 1, et seq.), and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this arbitration agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of Montana. This Section is intended to be interpreted broadly and governs any and all disputes between You and Us, including, but not limited to, claims arising out of or relating to any aspect of the relationship between You and Us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to interactions between Merchants, Professionals, Campaign Owners, Contributors, Users, and third parties); and claims that may arise after the termination of these Terms. The only disputes excluded from this Section are the litigation of certain intellectual property and small court claims, as provided below.

1. By agreeing to these Terms, You acknowledge and agree that You will resolve any and all disputes with Us as follows:

1. 1. Pre-Arbitration Dispute Resolution. For any and all disputes, claims, or controversies You may have against Us (“Disputes”), whether pursued in court or arbitration, You must first give Us an opportunity to resolve the Dispute informally by contacting Us through this link https://Luxauro.com/contact or https://TFEmpires.com/contact with the following information:
    1. Your name and email address;
    2. A brief written description of Your claim; and
    3. A brief description of the specific relief that You are seeking.
  2. If we do not resolve the Dispute within forty-five (45) days after receiving Your notification, then You may pursue resolution of the Dispute in arbitration. You may pursue Your Dispute in a court only under the circumstances described below.
  3. Arbitration Procedures:
    1. If the Dispute has not been resolved and is not subject to the exclusions provided above, then either party may initiate binding arbitration as the sole means to resolve all Disputes, subject to the terms set forth below.
    2. All Disputes shall be resolved in accordance with the Rules and Procedures of the American Arbitration Association.
    3. To initiate an arbitration, You must do the following:
      1. File a Demand for Arbitration with the American Arbitration Association;
      2. Pay the administrative filing fee; and
      3. Provide a copy of the applicable arbitration agreement from the parties’ contract which provides for arbitration.
    4. Location of Arbitration: The arbitration shall be initiated in Helena, Montana Either party may ask that the arbitration including the hearings, arguments, and all conferences be conducted telephonically or by video conference.
    5. Exclusivity of Arbitration. The arbitrator, and not any federal, state, or local court or agency, shall possess the exclusive authority in resolving any and all disputes that may arise out of or relate to the interpretation, applicability, enforceability, or formation of these Terms, Additional Policies, or the Privacy Policy, including, but not limited to, any claim that all or any part of these Terms, Additional Policies, or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrators’ award shall be written and shall be binding on the parties and may be entered in any court with jurisdiction.
  4. Should the provisions of this arbitration agreement be amended after the first date in which you use the Application then you may reject the amendment by sending us a message at https://luxauro.com/contact/ or https://tfempires.com/contact/, accordingly, these Terms will continue to be arbitrated by the same rules as when you first used the Application.
  5. The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

1. CLASS ACTION WAIVER: The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THIS MEANS THAT YOU AND THE TORQUEFORM TRIBRID ACKNOWLEDGE AND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A LEAD OR REPRESENTATIVE CLASS PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. HOWEVER, THE PARTIES EXPRESSLY AGREE THAT SEPARATE INDIVIDUAL ARBITRATIONS SHALL BE CONSOLIDATED, UPON REQUEST BY EITHER PARTY, IF SUCH SEPARATE INDIVIDUAL ARBITRATIONS RELATE TO OR ARISE OUT OF THE SAME OR SUBSTANTIALLY THE SAME TRANSACTION(S) OR OCCURRENCE(S). CONSOLIDATION MEANS THAT ANY AND ALL SEPARATELY INITIATED ARBITRATIONS THAT RELATE TO OR ARISE OUT OF THE SAME OR SUBSTANTIALLY THE SAME TRANSACTION(S) OR OCCURRENCE(S) ARE ALL HEARD IN A SINGLE ARBITRATION. IF EITHER PARTY REQUESTS CONSOLIDATION OF MULTIPLE ARBITRATIONS, THEN THE PARTIES TO THE CONSOLIDATED CASE(S) WILL BE DEEMED TO HAVE WAIVED THEIR RIGHT TO DESIGNATE AN ARBITRATOR AS WELL AS ANY CONTRACTUAL PROVISION WITH RESPECT TO THE SITE OF THE ARBITRATION.

1. THE FOLLOWING FACTORS MAY BE CONSIDERED IN REQUESTING A CONSOLIDATION OF ARBITRATIONS:

1. 1. The arbitrations have a common question of law or fact;
  2. The issues in the multiple arbitrations are largely identical;
  3. There are common claims, disputes, defenses, and relationships between or among the parties in the different arbitrations;
  4. One or more parties is named in multiple pending arbitrations;
  5. The arbitrations relate to the same campaign featured on Our platform;
  6. Consolidation will save time and resources;
  7. One party will be seriously prejudiced by having multiple arbitrations heard separately.

1. By agreeing to Our Terms, You waive Your right to a trial by jury or to participate in a class action. We also waive these rights.

1. Exclusions from Arbitration: Notwithstanding the parties’ agreement to resolve Disputes through arbitration, either party may (1) bring enforcement actions, validity determinations or claims arising from or relating to misuse, infringement, or misappropriation of intellectual property theft, piracy, or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights; and/or (2) seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

1. Thirty-Day (30) Right to Opt-Out: Users may choose to opt out in order to not be bound by the arbitration and class action waiver provisions that are described above by sending an email from your registered email address on the TorqueForm Tribrid to Us at https://Luxaruo.com/contact/ or https://TFEmpires.com/contact/ with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” Your opt-out email must contain the required language and must be sent to Us within thirty (30) days of the later of: (i) the creation of Your User account or Your first transaction on the TorqueForm Tribrid; or (ii) the date of Our notifying you through email of a material change to this Section. If You choose to opt out of the arbitration and class action waiver provision, You will have the ability to pursue any potential claims in a court of law and you can participate in a class action or other class proceeding. If Your email expressing Your desire to opt out is improperly filled out or is missing necessary information, then You must arbitrate. If You do choose to opt out of the arbitration and class action waiver provisions, We also will not be subject to these provisions in regards to any disputes with You.

1. Severability: If any part of this Dispute Resolution, Arbitration and Class Action Waiver Section is deemed invalid or unenforceable, then that part will be removed from these Terms and/or will be considered changed, only to the amount required to make it compliant with the law. Any invalidity will not affect the enforceability of any of the other remaining valid and enforceable provisions of these Terms. To make the modification of this part, the part will be considered deleted, added to, and/or rewritten, and the parties’ intentions as expressed in these Terms will be preserved as much as possible.

1. Choice of Law: The Terms and the relationship established between You and Us shall be governed in all respects by the laws of the State of Montana, without regard to any conflict of law provisions. This “Arbitration, Dispute Resolution, and Class Action Waiver” section survives any termination of Your account, these Terms, or the Platform Services.TOr

17. Legal Disputes Not Subject to Arbitration

We are based in Montana. For any action not subject to arbitration, You and We agree to submit to the personal jurisdiction of a state court located in Helena, Montana or the United States District Court for the District of Montana. The Terms and the relationship between You and Us shall be governed in all respects by the laws of the State of Montana, without regard to its conflict of law provisions.

18. Force Majeure

The Company will not be held liable for any loss or damage of the Users due to Force Majeure. A “Force Majeure Event” for the purposes of these Terms shall mean any event that is beyond reasonable control of the Company and shall include, without limitation, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, unauthorized access to computer data and storage device, computer virus’ breach of security and encryption or any other cause beyond the control of the Company.

19. Full Agreement Between You and Us

These Terms constitute the entire agreement between You, as Merchant, and The TorqueForm Tribrid with respect to the Site and Platform Services. These Terms supersede any and all prior or simultaneous agreement, terms, negotiations, communications, or proposals whether written, oral, electronic, or whether established by custom, practice, policy, or precedent, between the parties hereto with respect to the Site and Platform Services and govern Our relationship. Except as otherwise provided for herein, any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties herein.

20. Miscellaneous

Invalidity. If any provision of these Terms is deemed to be unenforceable or invalid by a court of competent jurisdiction, the unenforceability or invalidity of such provision shall have no effect on the enforceability or validity of the remaining provisions of this Agreement, and in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decision, and the remaining provisions of these Terms shall retain their full force and effect.
Non-Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
No Assignment. Merchant may not assign this Agreement without the prior written consent of the Company.
Modification and Discontinuance. We may modify or discontinue the Platform Services at any time, in our sole discretion.
No Third-Party Beneficiaries. You, as Merchant, agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
Headings. The headings and Sections numbers are for convenience purposes only and do not affect the interpretation of the substance of the Terms.
Definitions and Usage. For the purposes of these Terms of Use, all defined terms shall have the meanings set forth herein, regardless of whether they are capitalized or not. Any reference to a defined term in the singular form shall include the plural form and vice versa, unless the context clearly indicates otherwise. Variations in capitalization or number shall not affect the meaning of the defined terms.
Independent Contractors. Neither party nor their employees, consultants, contractors or agents are agents, employees or joint ventures of the other party, and they do not have any authority to bind the other party by contract or otherwise to any obligation. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
Non-Disparagement; Publicity. During the term of the Agreement, neither party will disparage the other party or the other party’s trademarks, websites, products or services, or display any such items in a derogatory or negative manner on any web site or in any public forum or press release. Unless otherwise stated herein, neither party shall issue a press release or otherwise advertise, make a public statement or disclose to any third party information pertaining to the relationship arising under this Agreement, the existence or terms of the Agreement, the underlying transactions between the Company and Merchant, or referring to the other party in relation to the Agreement without the other party’s prior written approval.
Costs. Except as expressly stated in the Agreement, each party shall be solely responsible for the costs and expenses of performing its obligations hereunder.
Statute of Limitations. You, as Merchant, agree that regardless of any statute or law to the contrary, any claim that may arise out of or related to the Platform Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of New Jersey.
Unauthorized activity. If you notice or suspect any form of unauthorized activity or breaching of Our Terms, please immediately send us a message here: https://Luxauro.com/contact/ informing Us of the nature and details of the breach or unauthorized activity. If we contact You in regards to this breach, You agree to assist Us in Our investigation and to take reasonable steps to help resolve the situation.

21. Disclaimer

The information contained within Our Website is for Users’ general informational purposes only. This information is provided in good faith. No representations or warranties of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability or completeness regarding any of the information contained on Our Website are made. Under no circumstances shall We have any liability to You, as Merchant, for any loss or damage of any kind arising from the use of Our Website or reliance on any information contained on Our Website. As a Merchant, Your use of and/or reliance on any information contained on Our Website is solely at Your own risk.

I agree to the Terms and Conditions available at https://Luxauro.com/terms/ and https://TFEmpires.com/terms-of-use/ and have read and understand the Privacy Policy available at https://Luxauro.com/privacy/ and https://TFEmpires.com/privacy-policy/.

E-Commerce of the TorqueForm