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3.3 Rights and Restrictions

3.3.1 You grant Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of your User Content provided by you in connection with the Service. We may use our rights under this license to operate, improve, provide, and promote the Service and to perform our obligations and exercise our rights under this TOS. You represent, warrant, and agree that (i) you have all necessary rights in your User Content to grant this license (ii) the User Content you will not violate third-party rights of any kind, including, without limitation, any intellectual property rights, rights of publicity, and privacy rights, and (iii) the User Content will be true, accurate, and complete, and will not violate any applicable laws, or regulations.  You irrevocably waive any and all moral rights you may have in the User Content in favor of Company and agree that this waiver may be invoked by anyone who obtains rights in the materials through Company, including anyone to whom Company may transfer or grant (including by way of license or sublicense) any rights in the User Content.

3.3.2 You also grant Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the User Content to operate, provide and promote the Service and to perform our obligations and exercise our rights under this TOS.  This license will survive any termination of this TOS solely to the extent that the Company requires the license to exercise any rights or perform any obligations that arose during the term of this TOS. Furthermore, you hereby waive any “moral rights” associated with your User Content (to the extent allowable by applicable law).

3.3.3 You also hereby grant Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license, during and after the term of this TOS, to derive statistical, usage and other data on an aggregated and/or anonymized basis (“Usage Data”).

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3.4 Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Company are non-confidential and Company will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

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3.5 Third Party Services

‍3.5.1 The Service may provide links to, give access to, integrate with, allow the use of, or otherwise require you to use Third-Party Services. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services may provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy.

3.5.2 Company has no control over and is not responsible for such Third-Party Services, including (i) for the accuracy, availability, reliability, or completeness of information made available, shared or provided to you through the Services, as provided to the Company by the Third-Party Services, or (ii) data collection, use, processing, and retention practices along with the privacy practices of such Third-Party Services. You, and not Company, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Company enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services in the Services does not imply an endorsement, recommendation, fitness, or suitability of such Third-Party Services. Any dealings you have with third parties while using the Service are between you and the third party. The Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

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3.5.3 Your use of Third-Party Services is solely at your own risk and subject to the terms and conditions of the applicable Third-Party Service provider. It is your responsibility to review the applicable Third-Party Service provider terms and policies and to take any necessary precautions as you deem appropriate. Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services. To the maximum extent permitted by law, the Company disclaims all liability for any loss, damage, or harm arising from or related to your use of or reliance on any Third-Party Services, including but not limited to errors, omissions, interruptions, or other issues caused by such services.

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3.6 Payment Processing. To facilitate payment through the Services, the Brand is required to set up and maintain an account with Stripe Connect, a third-party payment processor (“Payment Processor”). The Company uses the services of the Payment Processor to process payments made by Customers through the Services. The processing of payments will be subject to the terms, conditions and privacy policy of the Payment Processor, and the Brand is responsible for ensuring compliance with the same, including any fees or charges imposed by the Payment Processor. These terms, conditions and policies are available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the "Payment Processor Agreements"). By agreeing to these terms, You agree to be bound by the Payment Processor Agreements, as the same may be modified by the Payment Processor from time to time. You hereby authorize Payment Processor to store and continue billing any payment method that You have authorized via this TOS. Please contact the Payment Processor for more information. We assume no liability or responsibility for any payments You make or receive through the Services. The Company reserves the right to change its providers of Third-Party Services, including third-party payment processor(s), at any time. The Company is not responsible for the services provided by Payment Processors to the Brand, including payment processing and any fees charged by Payment Processor.

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3.7 You are responsible for maintaining the confidentiality of your login, password and Account and for all activities that occur under your login or Account.  You agree that Company has the right to access your Account in order to respond to your requests for technical support, and to share your Account credentials and passwords with its third-party service providers for the purpose of providing the Services.  Company has the right, but not the obligation, to monitor the Service, Content, or the User Content.  You further agree that Company may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

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3.8 You understand that the operation of the Service may be unencrypted and involve: (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to Company’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.  Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of the User Content.  Company will have no liability to you for any unauthorized access or use of any of the User Content, or any corruption, deletion, destruction or loss of any of the User Content.
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3.9 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”).  You shall be responsible for ensuring that such Equipment is compatible with the Service and complies with all configurations and specifications set forth in Company’s published policies then in effect.  You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
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3.10 The failure of Company to exercise or enforce any right or provision of this TOS shall not be a waiver of that right.  You acknowledge that this TOS is a contract between you and Company, even though it is electronic and is not physically signed by you and Company, and it governs your use of the Service.
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3.11 Company reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Company’s website and in other communication with existing or potential Company customers.  To decline Company this right you need to email marketing@trnd.io stating that you do not wish to be used as a reference.
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3.12 Subject to the terms hereof, Company may (but has no obligation to) provide technical support services through email, or other means in accordance with our standard practice.

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4. Sales, Sellers, and Customers.

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4.1 You acknowledge and agree that any contract of sale made through the Service is directly between you and the Customer and any arrangement or agreement between you and a Seller made in relation to the Service is directly between you and such Seller. You are the seller of record for all items you sell through the Service. You are responsible for the User Content, the goods and services that you may sell through the Service, your relationships and arrangements with Sellers, and all aspects of the transactions between you and Users, including Customers and Sellers. This includes, but is not limited to, communicating with Customers regarding their orders, authorizing debits or credits to the Customer in respect of the Customer’s purchase, refunds, or returns, respectively, fulfilling any sales, processing permitted returns, shipping and handling, customer service, fraudulent transactions, chargebacks, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), determining the commissions payable to Sellers pursuant to your contractual relationship with any Seller, and your breach of this TOS. You represent and warrant that the User Content and the goods and services you sell through the Service will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, the Company will not be the seller or merchant of record and will have no responsibility for items sold to Customers through the Service. Even if Company processes a payment through its third-party payment processor, or Company’s name appears on Customer’s periodic statement, Brand remains seller or merchant of record and is responsible for transactions with or items sold to Customers through the Service.

4.2 You are solely responsible for the goods or services that you offer through the Service. This responsibility includes item description, price, associated fees, calculation of sales taxes, handling of defects, required legal disclosures, adherence to regulatory compliance, offers or promotional content, and compliance with any applicable laws and regulations. By using the Services, You represent and warrant that you will be solely responsible for the management of your inventory, the adequate fulfillment of Customer orders, and all communication with the Customer. More specifically, You agree to (i) consistently maintain adequate levels of inventory to fulfill both existing and foreseeable orders, ensuring there are no unnecessary delays in delivery to the Customer; (ii) engage in proactive communication and collaboration with any third-party vendors, suppliers, or partners to promptly address and resolve any issues that could significantly impede the timely fulfillment of orders, (iii) take full responsibility for the accuracy, legality, and quality of the products sold, including but not limited to their description, pricing, and condition, ensuring they meet the expectations set forth at the point of sale; (iv) ensure that all customer inquiries, complaints, and feedback are addressed in a timely and professional manner, maintaining high standards of customer service and satisfaction; and (v) comply with all applicable laws, regulations, and guidelines related to the sale of goods, including those pertaining to consumer rights, product safety, and electronic commerce. You hereby agree to indemnify and hold the Company harmless from any liability, including penalties, fines, or interest, arising from the Brand’s failure to comply with the obligations in this provision.
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4.3 You are solely responsible for accurately calculating, remitting and filing all applicable sales and other taxes conducted through the Service. You authorize the Company to collect sales tax  from the Customer on your behalf as part of the charges levied through the Service. These tax amounts are included in the Brand Revenue disbursed to you.
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4.4 You bear the exclusive responsibility for ensuring full regulatory and tax compliance for all transactions conducted between the Brand and the Seller via the Service. This encompasses various aspects, including but not limited to commission payouts.
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4.5 You may not use the Service for any illegal or unauthorized purposes nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your Customers’ jurisdiction, or the laws of the United States and the State of Delaware.  You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to sell your goods or that may be held by you) in your use of the Service, your promotion, marketing and sale of your goods and services, and your performance of obligations under this TOS.

5. No Endorsement.

You understand and acknowledge that Company does not edit, modify, filter, screen, monitor, endorse or guarantee User Content or the content of communications between Users.  You are responsible for investigating and verifying to the extent you deem necessary the identity and credentials of other Users contacted via the Service.

‍6. Disputes.  

6.1 User Interactions.  You agree that you are solely responsible for your interactions with any other Users (including Sellers and Customers) in connection with the Service, and Company will have no liability or responsibility with respect thereto.  By using the Service, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular User(s) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from, Company with respect to such actions or omissions.  Company reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User.

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6.2 Chargebacks. To the extent you receive payment for goods or services through the Service (in which case you are referred to as “Payee” hereunder) from or on behalf of a Customer (a “Payor”), the amount of a transaction may be charged back or reversed to Payee’s payment account (a “Chargeback”) if the transaction (a) is disputed by the Payor, (b) is reversed for any reason, (c) was not authorized, fraudulent or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this TOS.  Payee owes Company and will immediately pay Company the amount of any Chargeback and any associated fees, fines, or penalties assessed by any payment processor, financial institution or payment network.

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6.3 Authorization to Charge Payment Methods on File.  You, as Payee, authorize us to charge any payment method we have on file for you in the amount of any Chargeback; any other amount you owe us; any Losses we may incur relating to your transactions, your use of the Services, or your business; any obligations you owe us, including under this TOS or any other agreement we have with you; or to fund the Reserve (as defined below).  To execute such charges, you expressly authorize us to (a) initiate individual or recurring debit entries to any bank account we have on file for you (e.g., ACH debits) and (b) charge any credit or debit card account we have on file for you.  If any debit entry or charge is rejected, you agree to immediately pay the amount due directly to us and authorize us to initiate other debit entries and charges at any time and from time to time in any amount up to the amount due until the amount due is paid in full.  We are not responsible for any amount you may incur from our charges, including overdraft and overlimit fees.  Payment methods we have on file for you include payment methods you identify to us and payment methods we identify on our own.  For purposes of this and the next section, “Losses' ' include Chargebacks, refunds, returns, shortfalls, adjustments, settlements, losses, liabilities, damages, fines, penalties, fees, costs and expenses.

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6.4 Reserve. We may withhold funds from payments (including payment processor payouts) to you, as Payee, and/or designate an amount of funds that you must maintain in a reserve account held by or for us (“Reserve”) to pay any actual or potential Losses we believe we may incur related to your transactions, your use of the Services, your business, or to secure the performance of your obligations under any agreement between you and us, including this TOS.  The Reserve will be in an amount determined by us at our sole discretion to cover actual or potential Losses we may incur and current, past and future obligations you may owe us.  The Reserve may be raised, reduced or removed at any time by us, in our sole discretion.  If you do not have sufficient funds in your Reserve, we may fund the Reserve from any payment method we have on file for you.  You grant us a security interest in and lien on any and all funds held in the Reserve, and also authorize us to make any withdrawals or debits from the Reserve, and charge any payment method we have on file for you, to cover any Losses, obligations and amounts you owe us.  You will execute any documents required by us to perfect our security interest in any funds in the Reserve or requested by us in connection with the Reserve.

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7. Subscription Services

7.1 Subscription Services. Subject to the present TOS and the terms of any applicable subscription plan as may be provided by the Company from time to time, the Brand is hereby granted a non-exclusive, non-transferable, limited, and revocable right to use and access the Services during the Subscription Period (defined below) for which it has an active and paid subscription (“Subscription Services”).

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7.2 Subscription Period. The Brand shall have the right to use and access the Services for the entire duration of the term provided by the applicable subscription plan purchased (“Subscription Period”), representing either a month-to-month subscription (“Monthly Subscription”) or a yearly subscription (“Yearly Subscription”). Both Monthly Subscriptions and Yearly Subscriptions will automatically renew at the end of the Subscription Period until canceled by the Brand in accordance with the present TOS.

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7.3 Subscription Period Modification. Subject to the present TOS, Brands having a Monthly Subscription may switch to a Yearly Subscription at any time. Similarly, Brands having a Yearly Subscription may switch to a Monthly Subscription at any time.  In the event a Brand switches from a Yearly Subscription to a Monthly Subscription, the Company shall provide the Brand a credit for an amount equal to the difference between any unused portion of the amount paid by the Subscriber for its then-current Yearly Subscription and the amount required to be paid for the Monthly Subscription (“Subscription Period Credit”). The Company shall apply the Subscription Period Credit to the Brand’s future Subscription Fees. For greater certainty, the Subscription Period Credit is non-reimbursable and non-refundable and can only be applied to future Subscription Fees.

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7.4 Subscription Fees. The Brand will be charged on a monthly or annual basis, and in advance, depending on the Subscription Service selected (“Subscription Fees”). For Monthly Subscriptions, the Brand will be charged every month on the same calendar day when the Brand initially subscribed to the Services. For example, a Brand subscribing to the Services on the 10th calendar day of a month will be charged on every 10th calendar day of the subsequent months. For Yearly Subscriptions, the Brand will be charged on each subsequent anniversary from the day the Brand initially subscribed to the Services. For example, a Brand subscribing to the Services on April 15th of the current year will be charged on April 15 of each subsequent calendar year. The Subscription Fees are non-refundable.

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7.5 Subscription Pricing. The Company reserves the right to modify the Subscription Fees, Subscription Service terms and conditions, or make any changes to the subscription plans offered, in its sole discretion. Any changes to the Subscription Fees or Subscription Service terms shall take effect either at the start of the Brand’s subsequent Subscription Period or within thirty (30) days, whichever comes first.

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7.6 Subscription Service Upgrades. The Brand may upgrade its Subscription Service at any time to a higher-tier subscription service if it is offered by the Company (“Upgraded Subscription Services''). In such an event, the Brand will have the right to use and access the Upgraded Subscription Services as of the day the Upgraded Subscription Services are purchased by the Brand. The Subscription Fees for the Upgraded Subscription Service will be prorated from the start date of the Upgraded Subscription Service to the end of the Brand’s then-current Subscription Period. Then, as of the commencement of the renewed Subscription Period, the Brand will be charged the Subscription Fees applicable to the Upgraded Subscription Service. In the event the Brand switches from a Monthly Subscription to a Yearly Subscription, the Subscription Fees paid by the Brand for the Monthly Subscription for any unused portion of the Services will be credited toward the Brand’s newly purchased Yearly Subscription.

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7.7 Subscription Service Downgrades. The Brand may downgrade its Subscription Services at any time to a lower-tier subscription service if it is offered by the Company (“Downgraded Subscription Services”). In such an event, the Company shall provide the Brand a credit for an amount equal to the difference between any unused portion of the amount paid by the Subscriber for its then-current Subscription Services and the amount required to be paid for the Downgraded Subscription Services (“Subscription Downgrade Credit”). The Company shall apply the Subscription Downgrade Credit to the Brand’s future Subscription Fees. For greater certainty, the Subscription Downgrade Credit is non-reimbursable and non-refundable and can only be applied to future Subscription Fees.  Furthermore, in the event the Brand has more approved and active Sellers (“Active Sellers”) than what is authorized under the Downgraded Subscription Services, the Brand will be entitled to maintain the Active Sellers as part of the Downgraded Subscription Services but will no longer have the ability to invite and approve additional Sellers.

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7.8 Subscription Service Termination. The Brand may cancel the Subscription Services at any time by submitting a cancellation request through the Services. In such an event, the termination will take effect as of the end of the then-current Subscription Period. Until the expiration of the Subscription Period, the Brand will continue to have the right to use and access the Subscription Services. For greater certainty, the Brand will not be entitled to any credits or refunds for any unused portions of the Subscription Services.

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7.9 Suspension of Services. The Company may suspend Subscription Services at any time in the event (i) the Brand has failed to pay for the Subscription Services or its account is overdue, (ii) the Brand violates the present TOS, Company policies and procedures, or Acceptable Use Policy, (iii) the Brand or Sellers use the Services in violation of the present TOS or expose the Company to liability or risk, in the Company’s sole discretion, (iv) violate the applicable law, or (v) the Company has reasonable grounds to believe that the Brand will violate the terms herein or detect unauthorized use of the Services. During any suspension period, the Brand shall remain responsible to pay the Subscription Fees along with any accrued charges. The Company shall have no liability to the Brand or Seller for the suspension of its Services under the present TOS.

8. Service Fee.

8.1 Service Fees. All users accessing the Service shall be subject to any and all applicable service fees (“Service Fees”) as indicated in the Company’s service fee schedule (“Brand Fee Schedule”) and as disclosed on the Billing page of your Brand Portal as may be applicable to the specific type of Services rendered to you (“ApplicablePlan Fees”). The terms and conditions of the Brand Fee Schedule and Applicable Plan Fees are incorporated herein by reference and shall form an integral part of the present TOS and may be updated by the Company at any time and from time to time. The Service Fees also include instances where you may incur Service Fees pursuant to Sections 8.2 and 8.3 of this TOS. The Service Fees apply to any transaction that is processed by the Company's third-party payment processor (as outlined in Section 8.2) or your own payment processor (as outlined in Section 8.3). Furthermore, the Brand is required to register with the Payment Processor as set out in Section 3.6 and maintain its account for the entire duration of the Services and for so long as required by the Company. The Brand shall also comply with all of the Company’s payment processing policies and procedures applicable from time to time. For the purpose of this TOS, Service Fee means (i) a transaction fee representing a percentage of the gross sale proceeds from the sale of Products, excluding any taxes, discounts, shipping and handling, and any other charges (“Transaction Fee”), and (ii) any other fees, charges, or costs incurred by the Company in rendering the Services to you.

8.2 Trnd Check Out: Transactions processed by the Company’s third-party payment processor

8.2.1 Service Fees. In consideration of Company’s provision of the Service to you and as payment from you to Company therefore, you will pay Company a Service Fee, including the Transaction Fees  in accordance with the terms of this TOS for each transaction between you and a Customer facilitated by the Service. You recognize and agree that the Service Fees are incurred and payable immediately upon the processing of a Customer transaction through the Services. By using the Service, you authorize the Company to facilitate, process, accept, and hold payments on your behalf from Customers purchasing Your Products.

8.2.2 Seller Commission. You authorize the Company to retain and remit the Seller Commission to the Seller after the Company accepts payments from a Customer on your behalf and to retain the Company’s Transaction Fee payable hereunder. The Seller Commission is determined by the Brand, and accepted by the Seller, through the Services.

‍8.2.3 Payment Processing Fee. The Company will charge and retain a non-refundable payment processing fee equal to a percentage of the gross sale proceeds from the sale of Products, including all shipping and handling, taxes, and any other charges, plus a flat fee per transaction (the “Payment Processing Fee”) as set out in the Brand Fee Schedule. The Payment Processing Fee will be deducted from the amount collected from the sale of your Products and owing to you in accordance with this TOS. For the avoidance of doubt, Company acts as a facilitator and does not independently transmit money, but acts as an intermediary between you and the Customer in processing payments, and any funds received are held by Company for your benefit.    

8.2.4 Payment Schedule. The Company will calculate the amount owing to the Brand on a weekly basis (“Brand Payment Amount”) based on order fulfillment dates during a seven (7) day period starting from each Tuesday to the following Monday (“Weekly Reporting Period”). Each of the Brand Payment Amount shall be withheld by the Company for a period of thirty (30) days starting from the last day of the Weekly Reporting Period (“Holdback Period”) and payment shall be initiated to the Brand on the first Wednesday after the end of the Holdback Period (“Brand Payment Date”). The Company will remit the Brand Payment Amount for transactions it has effectively received the funds from the Customer.

8.2.5 Currency. The Company uses the lawful currency of the United States (US dollars) as its base currency to render the Services. In the event a transaction is processed in a currency other than US dollars, the Brand shall assume any and all charges relating to currency conversion relating to any payments to and from the Brand, fluctuations in currency exchange rates, or related costs representing a percentage of the Brand Payment Amount.

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8.3 Your own Check Out: Transactions are processed by your own payment processor

8.3.1 Service Fees. In consideration of Company’s provision of the Service to you and as payment from you to Company therefore, you will pay Company a Service Fee, including the Transaction Fee, in accordance with the terms of this TOS for each transaction between you and a Customer facilitated by the Service. You recognize and agree that the Service Fees are incurred and payable immediately upon the processing of a Customer transaction through the Services and shall be charged to your credit card on file or by debiting your Stripe Connect account.

8.3.2 Seller Commission. The  Company will charge your Stripe Connect account or credit card on file on your Stripe Connect account the applicable Seller Commission for each transaction as per the Payment Schedule outlined below and you authorize the same to retain and remit the Seller Commission, on your behalf, to the Seller following the Company’s receipt of your payment. The Company will process any applicable charges under this provision on a weekly basis. The Seller Commission is determined by the Brand, and accepted by the Seller, through the Services. The Company shall not be liable to in any way whatsoever for the payment of the Seller Commission owed or payable by you under these TOS and you will fully indemnify and defend the Company against any and all claims, demands, and actions against the Company related to your failure to pay the Seller Commission and/or your payment obligations hereunder.

8.3.3 Payment Schedule. The Company will calculate the amount owing to Company on a weekly basis (“Brand Payment Amount”) based on order fulfillment dates during a seven (7) day period starting from each Tuesday to the following Monday (“Weekly Reporting Period”), which shall include the Transaction Fee and Seller Commission. As specified in the Seller Terms of Service, the Seller Commission shall be withheld by the Company for a period of thirty (30) days starting from the last day of the Weekly Reporting Period (“Holdback Period”) and payment shall be initiated to the Seller on the first Wednesday after the end of the Holdback Period (“Brand Payment Date”). The Company will only be required to remit the Seller Commission strictly for transactions you have effectively paid the Seller Commission and these Seller Commissions have been received by the Company.

8.4 Service Fee Disputes. If you dispute any Service Fee amounts, you must inform the Company in writing within sixty (60) days after the date of the applicable sale. We reserve the right to change the Service Fee from time to time. If Company does change the Service Fee, Company will provide notice of the change on the Site or via e-mail to you, at Company’s option, at least thirty (14) days before the change is to take effect. Your continued use of the Service after the Service Fee change becomes effective and constitutes your agreement to the updated Service Fee.

8.5 Your Obligations. As the actual seller of the Product, you are fully responsible to the Customer and the Company for the sale of your Product and the associated obligations. You will not make any statements, promises or legally binding commitments to the Customer contrary to the terms and conditions contained herein, detrimental to the interests of the Company, or to disparage the Company in any way whatsoever. Notwithstanding anything to the contrary as set forth herein, (i) the Company may, in its sole discretion and without limiting your obligations herein, cancel any Customer transaction, and (ii) reserves the right in its discretion to remove you or your Products from the Site at any time without liability of any kind.  

8.6 Price Errors. In the event of a Product price error, you recognize and agree that you may be required to honor such error in favor of the Customer. The Company shall not be responsible or liable to you, Customer or any third party for price errors or mistakes of any kind. Furthermore, you are solely responsible for all fees, charges, and costs associated with Customer cancellations, returns, refunds and price adjustments.

8.7 Refunds to Customers. You are responsible for all refunds to Customers. In the event where a transaction was processed by the Company’s third-party payment processor: i) the Company will not process a refund relating to any transaction not originally facilitated by the Company nor will the Company process a refund that exceeds the amount of the original transaction. Notwithstanding the Brand’s refund policy, the Company shall process any refunds in accordance with the present TOS. Any charges or fees incurred by the Company as a result of returns or chargebacks arising from a Customer return or refund will be deducted from the next and immediate Brand Payment Amount payable by the Company to the Brand. In the event the Company is unable to deduct the said charges and fees from the next Brand Payment Amount, it will invoice the Brand accordingly. Any amounts Brand owes will be charged i) on a monthly basis, or ii) if the Service Fee amounts owing equal or exceed $1,000, whichever comes first, to your payment method on file. For greater certainty, this provision shall not apply to transactions processed by you through your own payment processor as set out under Section 8.3

8.8 Liability. The Company shall not have any liability of any kind toward any Customer relating to the sale of your Products, refunds, or cancellations, namely for any fees associated with the refund, currency exchange rates, or other costs or charges. In consideration of the foregoing, you hereby fully release and discharge the Company of any claim or liability resulting from a Customer and relating to your Product and you will defend and fully indemnify the Company for any costs, expenses, or liability resulting from the Services provided hereunder by the Company and/or your obligations as the seller of the Product.      

8.9 Refund to Brand. In the event of a Customer refund, the Company shall refund the Brand as follows:

8.9.1 The Transaction Fee provided that the Customer refund was processed within thirty (30) days from the fulfillment date of the Customer order; and,‍

8.9.2 The Seller Commission provided the Customer refund was processed within thirty (30) days from the fulfillment date of the Customer order. ‍

8.9.3 The Company shall provide a refund under this provision only to the extent that it has effectively received payment either payment directly under Section 8.2 or from you as set out under Section 8.3. The Company shall not be required to process any refund for any Service Fees and/or Seller Commissions that it has not effectively been paid.

9. Taxes

9.1 Sales Tax on Fees. The Company is authorized to charge, collect, and remit any relevant sales and other taxes on the Service Fees, Seller Commission, and Payment Processing Fees in accordance with applicable tax laws. The specific amount of sales tax levied may be contingent on factors such as jurisdiction and the nature of the provided Services. The Company will make diligent efforts to precisely determine and apply the correct tax to these fees.

9.2 Brand Tax Responsibilities. The Brand is solely responsible for determining any and all applicable taxes, including relevant sales taxes, in accordance with the law on all Products sold through the Service.The Brand is responsible for the accuracy of the tax information provided to the Company.The Brand permits the Company to collect sales tax, and any other applicable taxes, from the Customer on behalf of the Brand, and include all amounts collected as part of the Brand Payment Amount.  The Brand acknowledges and agrees that it is solely responsible for the payment of any and all taxes owed on Products sold and income generated through the Services, such as all federal, state, local, and international taxes that apply, including, but not limited to, income taxes, sales taxes, and any other taxes or levies imposed by tax authorities relevant to the Brand’s sales activities. It is the Brand’s duty to understand and comply with their tax obligations in all jurisdictions where they are required to pay taxes. The Brand agrees to indemnify and hold the Company harmless from any liability, including penalties, fines, or interest, arising from the Brand’s failure to comply with their tax obligations.

9.3 Tax Information and Compliance. The Brand shall provide the Company with any and all information the Company may require to provide the Services and for the issuance of relevant tax documentation, including but not limited to the Brand’s full legal name, address, tax identification number (TIN), and federal tax classification. It is the Brand’s responsibility to ensure that the information provided to the Company is accurate and up-to-date to comply with applicable tax laws and regulations.

9.4 Tax Filings. Based on the information provided by the Brand, the Company shall provide the Brand with the necessary tax forms, as required by law, to report the sums received through the Services. It is the Brand’s responsibility to file any and all tax forms with the appropriate tax authorities in a timely manner. The Brand must request any additional documentation needed to fulfill their tax reporting obligations directly from the Company. The Company is not responsible for the Brand’s filing of any tax reporting obligation. In the event the Brand has not received the appropriate tax documentation from the Company, it is the Brand’s responsibility to communicate with the Company and request any relevant and applicable tax documentation.

9.5 Amendments. The Company may update and amend this provision from time to time in accordance with changes in tax legislation or the operational policies of the Company. The Brand will be notified of any such changes and are advised to regularly review this clause to ensure compliance with their tax obligations.

9.6 Acceptance. By continuing to use the Services provided by the Company, the Brand agrees to abide by the terms set forth in this provision and acknowledges their responsibility for the payment of taxes as required by law.

10. Representations and Warranties.

You represent and warrant to Company that (i) you have full power and authority to enter into this TOS; (ii) you own all User Content or have obtained all permissions, releases, rights or licenses required to provide or transmit the User Content to the Company (and allow Company to perform its obligations) in connection with the Service without obtaining any further releases or consents; (iii) User Content and other activities in connection with the Service, and Company’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor do User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (iv) you are eighteen (18) years of age or older; (v) your use of the Service will be limited to commercial and not personal, family, or household purposes; (vi) any bank account(s) you use in connection with the Service will be commercial deposit accounts only.

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11. Termination.  

You have the right to terminate your Account at any time by sending a cancellation request to support@trnd.io. Subject to earlier termination as provided below, Company may terminate your Account at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Company may also terminate your Account upon ten (10) days’ notice, if you breach any of the terms or conditions of this TOS. Company reserves the right to modify or discontinue, temporarily or permanently, your access to or use of the Service (or any part thereof). All of User Content on the Service (if any) may be permanently deleted by Company upon any termination of your Account in its sole discretion. All accrued rights to payment and the terms of Sections 3.2.3, 3.3, and 5-16 shall survive termination of your Account.

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12. DISCLAIMER OF WARRANTIES.  

The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond our reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption.  HOWEVER, THE SERVICE, INCLUDING THE SITE, CONTENT, THIRD-PARTY SERVICES, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. YOUR USE OF THE SERVICES, INCLUDING THIRD-PARTY SERVICES PROVIDED THROUGH THE SERVICES, THE USER CONTENT, AND THE USER MATERIALS ARE AT YOUR OWN RISK. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
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13. LIMITATION OF LIABILITY.

‍13.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE SERVICE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.  THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

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13.2 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you.  IN THESE JURISDICTIONS, COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

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14. Indemnification.  

You shall defend, indemnify, and hold harmless Company from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, your violation of any law or the rights of a third party, any of User Content, or your other access, contribution to, use or misuse of the Service, including any aspect of any transaction, arrangement, or interaction with Sellers and Customers, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to consumer protection laws).  Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting Company’s defense of such matter.

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15. U.S. Government Matters.

You may not remove or export from the United States or allow the export or re-export of the Service or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the software and documentation installed by Company on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.  

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16. Assignment.

You may not assign this TOS without the prior written consent of Company, but Company may assign or transfer this TOS, in whole or in part, without restriction.  Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void.  Subject to the foregoing, this TOS will be binding on the parties and their successors and assigns.

17. Miscellaneous.  

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.  Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

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18. Governing Law.

This TOS shall be governed by the laws of the State of Delaware without regard to the principles of conflicts of law.  Unless otherwise elected by Company in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the courts of the State of Delaware for the purpose of resolving any dispute relating to your access to or use of the Service.

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19. Data Protection and Privacy.  

To the extent the Company collects, uses, processes, discloses, communicates or otherwise handles your personal information, it will process the same in accordance with the terms set out in its privacy policy found at the following link: https://trnd.io/privacy_policy/ (“Privacy Policy”). Please consult the Company’s Privacy Policy to understand how Company collects and uses your personal information. By using or accessing the Services, you hereby consent to and authorize the Company to collect, use, process, disclose, communicate or otherwise handle your personal information for the sole purpose of rendering the Services herein.

20. DMCA.  

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  Company will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement.  A notification of claimed copyright infringement should be emailed to Company’s Copyright Agent at legal@trnd.io (subject line:  “DMCA” Takedown Request”).  You may also contact us by mail or facsimile at:

Attention:  Copyright Agent
Penny AI Technologies, Inc.
548 Market St PMB 65915
San Francisco CA 94104
United States
Email: legal@trnd.io

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Notice: To be effective, the notification must be in writing and contain the following information:

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‍Counter-Notice: If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent: