Marketplace Terms of Service


Welcome to the Tag-N-Brag Marketplace (“Marketplace”), an optional service associated with the tag-n-brag.com website (“Website”).

The Website allows registered users to, among other things, participate in a social network regarding outdoor life, and includes the Marketplace and the Tag-N-Brag Referral Program, which are subject to their own separate Terms of Use Agreements.

This Marketplace Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “your”, “Purchaser”, “Premium Member”) and Tag N’ Brag LLC (“Company”, “us”), concerning your access to, participation in,  and use of the Website and Marketplace.

Your access to and USE OF THE Marketplace is conditioned on your acceptance of and compliance with this Agreement.  BY ACCESSING AND PARTICIPATING IN THE MARKETPLACE, or by clicking “I have read and agreed with the Terms of Use”, YOU ARE INDICATING THAT YOU ACCEPT THIS AGREEMENT, AND AGREE TO BE BOUND BY AND COMPLY WITH, THIS AGREEMENT.  IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, ACCESS, USE, OR PARTICIPATE IN THE MARKETPLACE.

Premium Members may not participate in the Marketplace where doing so would violate or be prohibited by any applicable law or regulation.  Company reserves the right to modify or amend at any time this Agreement.  Company also reserves the right at its sole discretion to disqualify you at any time, for any reason or no reason, from using or participating in the Marketplace.

Company operates and provides access to the Website, which allows certain registered members (“Premium Members”) who purchase and maintain a premium membership (“Premium Membership”) with the Company to, among other things, to use, or otherwise participate in, the Marketplace to list and sell good(s) and service(s) (“Item(s)”).

Tag-N-Brag Marketplace  The Marketplace allows Premium Members of the Website with accounts in good standing to offer and sell a variety of Items to purchasers (“Purchasers”).  As a marketplace, Company does not own, offer to sell, or sell the Items listed/posted by Premium Members.  Company is not a party to the actual contract for sale of the Items, so the actual contract for sale is directly between the Premium Member and the Purchaser.  

While Company, in its sole discretion, may help facilitate resolution of disputes between Premium Member sellers and Purchasers, Company has no control over and does not warrant or guarantee the existence, quality, safety, or legality of Items advertised, listed, posted, offered for sale, or sold in connection with the Marketplace, the truth or accuracy of the content of Premium Members’ listings or postings, the ability of the Premium Member(s) to deliver or perform the Items, the ability of the Purchaser to pay for Items, or that a Premium Member or purchaser will actually complete a transaction or return any Item(s).


Eligibility  By using the Marketplace, you represent and warrant to Company that: (a) all registration information you submit to Company is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Marketplace does not violate any applicable law or regulation; and (d) that you are at least 18 years of age.

No part of the MARKETPLACE is directed to persons under the age of 18.  IF YOU ARE UNDER 18 YEARS OF AGE, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE MARKETPLACE AT ANY TIME OR IN ANY MANNER.

Enrollment  To begin the enrollment process for the Marketplace, you must purchase and maintain a Premium Membership with the Company to use the Website and complete the registration process for the Marketplace on the Website. Use of the Marketplace is limited to persons that can lawfully enter into and form contracts under applicable law of the United States.  As part of the registration process, you must provide us with your legal name, address, phone number and e-mail address. We may at any time cease providing the Marketplace services at our sole discretion and without notice.

Term and Termination  The term of this Agreement will start on the date of your completed registration for the Marketplace and will continue until terminated by us or you as provided herein ("Term").  We may terminate or suspend this Agreement or any Marketplace service immediately by notice to you for any reason at any time. You may terminate this Agreement for any reason at any time by the means then specified under this Agreement.  You remain responsible for any and all fees owed by you to Company at the time of termination for your use of the Marketplace, and termination of this Agreement does not terminate your obligation to pay such fees to the Company.  Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that the Fees, Disclaimers, Disclaimers of Warranties, Limitation on Liability, Defend, Indemnity, Hold Harmless, and Disputes with Company sections shall survive termination.

Listings Before you list any Item(s) through the Marketplace, you should review and understand these rules, because Company holds all our Premium Member sellers responsible for following them.  If you don't comply with these rules, then you may be subject to a range of actions, including limits on your selling privileges and suspension of your account.

When listing an Item(s) through the Marketplace, you agree to comply with the following conditions and rules:

(a) you are responsible for the accuracy and content of the listing and Item(s) offered;

(b) you must describe the Item(s) being listed in sufficient detail to enable prospective purchasers to identity the item;

(c) you must provide a photograph of the Item(s) being listed;

(d) you must specify the condition of the Item(s) being listed through the Marketplace, and state whether the Item(s) is new or used;

(e) you must described any defects or flaws in the Item(s); and

(f) you must specify the terms and conditions of the sale, including (1) the forms of payment you accept, (2) the return policy, (3) the restocking fee, if applicable, (4) the shipping method, (5) the shipping costs, (6) the shipping and handling time, (7) the taxes, (8) any applicable government imposed fees, and (9) all other terms of the transaction.

License  You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of your content, postings, and Listings in connection with the Marketplace, and to sublicense the foregoing rights to our affiliates; provided, however, that nothing in this Agreement will prevent or impair our right to use your Listings 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). The license granted to Company includes, without limitation, the right to exercise any and all copyright, publicity, trademarks, database rights and intellectual property rights you have in the content, in any media known now or in the future. Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise not to assert such rights against us, our sublicensees or assignees.

Tag N’ Brag grants you a non-exclusive, non-transferable, non-assignable, revocable right and license during the term of this Agreement to use marks owned by Tag N’ Brag (“Tag N’ Brag Marks”) solely in connection with your use of the Marketplace. You must use the Tag N’ Brag Marks solely in the manner dictated by Company, meaning you may not change, alter, amend, vary, or modify the Tag N’ Brag Marks in any way, at any time. You may not use any Tag N’ Brag Marks except as expressly provided herein, and may not sublicense these rights or otherwise permit any party to use the Tag N’ Brag Marks. You acknowledge that Tag N’ Brag and its affiliates are the sole owners of the Tag N’ Brag Marks, and you agree to do nothing inconsistent with that ownership. All goodwill arising out of your use of the Tag N’ Brag Marks will inure to the sole benefit of Tag N’ Brag and its affiliates. Tag N’ Brag may revoke your license to any or all of the Tag N’ Brag Marks at any time in its sole discretion. Upon the termination this Agreement, or termination or suspension of the Marketplace or your account or membership, you shall immediately cease and discontinue all further use of the Tag N’ Brag Marks.

Representations and Warranties  You are entirely responsible for the content of, and any harm resulting from, your listings and postings of Item(s) to the Website and Marketplace (your “Listing(s)”). When you create or make available a Contribution, you thereby represent and warrant that:

(a)    the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Listing(s) does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights of any third party;

(b)    you have fully complied with any third-party licenses relating to your Listing(s), and have done all things necessary to successfully pass through to viewers any required terms;

(c)        your Listing(s) does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content;

(d)    your Listing(s) is not obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable, libelous or slanderous, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;

(e)    your Listing(s) does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors;

(f)        your Listing(s) does not violate any state or federal law designed to regulate electronic advertising;

(g)    your Listing(s) does not amount to trolling, or the making of controversial statements for the sole purpose of generating responses by others;

(h)    your Listing(s) does not list for sale an restricted Item(s);

(i)        your Listing(s) does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on Company's or others computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party;

(j)        your Listing(s) does not inundate the website with communications or other traffic suggesting no serious intent to use the website for its stated purpose;
(k)    your Listing(s) does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation;

(l)        you shall review and comply with our Privacy Policy; and

(m)    your Listing(s) does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by Company in its sole discretion.

Prohibited Activities You shall not use the Marketplace to:

(a)    to violate any applicable law or regulation;

(b)    to engage in any illegal activity or to solicit the performance of any illegal activity;

(c)    to abuse, harass, harm, or stalk another person;

(d)    impersonate another person;

(e)    misrepresent your identity;

(f)    to interfere with another person’s use of or participation in the Marketplace;

(g)    transmitting chain letters or junk email to other users;

(h)    to attempt to gain unauthorized access to the Marketplace, other accounts, computer systems, or networks connected to the Marketplace;
(i)    to resell, barter, trade, auction or otherwise generate income by providing access to the Marketpalce to others; or

(j)    to interfere with, disrupt or violate this Agreement or servers or networks connected to the Marketplace.

(k)    post, list or upload content or items in inappropriate categories or areas on our sites;

(l)    breach or circumvent any laws, third party rights or our systems, policies, or determinations of your account status;

(m)    use the Marketplace if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our sites, services, applications or tools.

When using the Marketplace, you shall not:

(a)    fail to pay for Item(s) purchased by you, unless the seller has materially changed the Item's description after you completed the purchase transaction, a clear typographical error is made, or you cannot contact the seller;

(b)    fail to deliver Item(s) sold by you, unless the Purchaser fails to follow the posted terms, or you cannot contact the Purchaser;

(c)    manipulate the price of any Item(s) or interfere with other user's Listing(s);

(d)    post false, inaccurate, misleading, defamatory, or libelous content;

(e)    transfer your Premium Membership or Marketplace membership and user ID to another party without our consent;

(f)    distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

(g)    distribute viruses or any other technologies that may harm the Website, the Marketplace, or the interests or property of other users;

(h)    use any robot, spider, scraper or other automated means to access the Marketplace for any purpose;

(i)    copy, modify, or distribute rights or content from the Website, Marketplace, or Company’s copyrights and trademarks;

(j)    copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our sites, services, applications, or tools without the prior express written permission of Company and the appropriate third party, as applicable;

(k)    commercialize any Tag N’ Brag application or any information or software associated with such application; or

(l)    harvest or otherwise collect information about users, including email addresses, without their consent.

Abuse of Marketplace and Fraudulent/Suspicious Behavior (A) The Company may prohibit you from using or participating in the Marketplace, in its sole discretion, if it determines that you, either directly or indirectly are attempting to undermine the fairness, integrity, or legitimate operation of the Marketplace in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other users of the Marketplace or representatives of the Company; (B) you may not enter the Markeplace with multiple or fake email addresses or accounts, or use fictitious identities or names, or use any system, bot or device, or artifice to participate in the Marketplace; (C) Company reserves the rights to disqualify you if it determines that you have tampered with the operation of the Marketplace or are violating this Agreement.

Company reserves the right to suspend, disqualify or terminate your participation in the Marketplace if you are found to have engaged in any prohibited conduct or otherwise violates this Agreement.

If you have engaged in prohibited conduct, spam or fraudulent or suspicious behavior that undermines or affects the integrity or credibility of the Marketplace, and the Company is unable to find a solution to restore the integrity and credibility of the Marketplace, then the Company may in its sole discretion cancel, change or suspend the Marketplace.

Any attempt to deliberately damage or undermine the legitimate operation of the Marketplace may be in violation of criminal and civil laws and will result in disqualification from participation in the Marketplace.  Should such an attempt be made, the Company reserves the right to seek remedies and damages to the fullest extent of the law, including criminal prosecution.

Without limiting other remedies, we may, limit, suspend, or terminate the Marketplace services, user accounts, and access to the services, restrict or prohibit access to, and your activities on, the Marketplace, delay or remove hosted content, and take technical and legal steps to keep you from using the Marketplace if: (a) we think that you are creating problems or possible legal liabilities; (b) we think that such restrictions will improve the security of the Marketplace or reduce our or another user's exposure to financial liabilities; (c) we think that you are infringing the rights of third parties; (d) we think that you are acting inconsistently with the letter or spirit of this Agreement or our policies; (d) despite our reasonable endeavors, we are unable to verify or authenticate any information you provide to us; or (e) you fail to pay us all fees due to us by your payment due date.

When a purchaser or seller issue arises we may consider the user's (Premium Member or purchaser) performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement and to do the right thing for both purchasers and sellers.

Fees Company charges fees to its Premium Members for selling Item(s) through the Marketplace.  The fees Company charges for selling Item(s) through the Marketplace include listing fees and final sales fees (collectively, “Selling Fees”).  When you list an Item(s) on the Website for sale, you may be charged a listing fee. If applicable, you're charged one listing fee per listing.  If the listed Item(s) sells, then you are charged a final sales fee. Final sales fees are calculated based on the total amount of the sale and are charged per Item. The total amount of the sale is the final price of the Item(s) and any other amounts you may charge the buyer.  Sales tax is not included.
Company will invoice you for Selling Fees due to us under this Agreement, which invoiced Selling Fees are due immediately upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in United States Dollars, and all payments contemplated by this Agreement will be made in United States Dollars.  Company may change its fees from time to time by posting the changes on the Website.

Payment of Selling Fees When you set up your Marketplace account, you must specify an automatic payment method to pay your Selling Fees. You must have a payment method on file with Company when selling Item(s) through the Marketplace and pay all Selling Fees associated with your use of the Marketplace to Company by the automatic payment methods and by the payment due date.

You can pay your Selling Fees with funds from a PayPal account, a credit card, or a direct deduction from a checking account.  Prepaid credit cards cannot be designated as the automatic payment method and cannot be used to pay your selling fees.

PayPal If you designate Paypal as your automatic payment method for paying your Selling Fees, then PayPal withdraws funds from your PayPal account balance.  If there are insufficient funds in your PayPal account to cover the Selling Fees, then PayPal uses the funding source you selected when you signed up for automatic PayPal payments.

PayPal Holds All contracts for the sale and purchase of Item(s) on the Marketplace are solely between the Premium Member seller and the Purchaser, and Company will not be a party to such contract.  To protect against the risk of liability, Company may request that PayPal restrict access to funds in a Premium Member’s PayPal account based on certain factors, including, but not limited to, selling history and seller past performance. This may result in PayPal determining to restrict funds in your PayPal account in order to manage PayPal's risk exposure pursuant to PayPal policies.

Credit Card If you designate a credit card as your automatic payment method for paying your Selling Fees, then each month, Company automatically charges your Selling Fees directly to the credit card you placed on file with Company. Your credit card is usually charged 5 to 7 days after you receive your invoice. Company accepts the following credit cards: Visa, MasterCard, Discover.  You can update your credit card on file at anytime.

Checking Account You may designate a direct deduction from a checking account as your automatic payment method for paying your Selling Fees.  This payment method is available to sellers who are billed in US dollars with US bank accounts. With this method, Company automatically deducts your Selling Fees from your checking account on the same day each month. To sign up for this method, you will need to provide to Company your bank name, your bank account number, and routing number, which are shown on the bottom of your checks.

If your payment method fails or your account is past due, we may collect all fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, and, for accounts over 180 days past due, deducting the amount owed from your PayPal account balance.)  In addition, you may be subject to payment of late fees.  Company, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report.

Prohibited Item(s) You may only offer for sale and sell Item(s) and post Listings(s) for Items(s) that are not prohibited by Company.  The Website is a social network site about outdoor life, and your Listing(s) and Item(s) offered for sale should be limited to those Item(s) that relate to outdoor hunting and fishing and which are not prohibited by Company.  You are not permitted to sell, offer for sale, make any Listing(s), or post any other content in connection with your use of, and participation in, the Marketplace for or relating to any Prohibited Item(s). Prohibited Item(s) include, without limitation, any good, service, or content that violates any law, regulation, governmental order, or legal rights of others, false, misleading, deceptive, or fraudulent content, anyone’s personal, identifying, confidential or proprietary information, mailing lists, stamps, stocks, securities, offensive materials such as ethnically and or racially offensive materials, vulgar materials, manufacturer’s coupons, weapons, firearms, guns and components; BB guns, pellet guns, stun guns, and spear guns, ammunition, clips, cartridges, reloading materials, gunpowder, fireworks, explosives, knives, pepper spray, hazardous materials, US military items not demilitarized in accord with Defense Department policy, any pornographic material, any material containing any nudity, child pornography, bestiality, offers or solicitation of illegal prostitution, cable TV descramblers, radar detectors, traffic signal control devices, pet sales, animal parts, stud service, food stamps, WIC vouchers, SNAP or WIC goods, governmental assistance, alcohol, tobacco, tobacco products, unpackaged or adulterated food or cosmetics, prescription drugs, medical devices, controlled substances and related items, drug paraphernalia, drug-like substances, hazardous materials, recall items, body parts, body fluids, unsanitized bedding/clothing, stolen property, property with serial number removed/altered, burglary tools, ID cards, licenses, police insignia, government documents, birth certificates, counterfeit, replica, or pirated items, tickets, currency, gift cards that restrict transfer, lottery tickets, raffle tickets, sweepstakes entries, slot machines, gambling items, postings or email offering, promoting, or linking to unsolicited products or services, affiliate marketing, network marketing, or multi-level marketing, pyramid schemes, items encouraging illegal activity, solicitation of illegal activity, or any other good, service, items, or content that Company determines at its sole discretion at anytime to be prohibited from the Marketplace.  Company in its sole discretion, at any time, and for any or no reason, may amend the definition or scope of “Prohibited Items(s)” to include or remove items.

Notwithstanding anything to the contrary in this Agreement, Company has the right in its sole discretion, at any time, and for any or no reason, to (A) determine whether your Listing(s) or Item(s) will be initially posted in the Marketplace, (B) to block, deny, prevent, or otherwise restrict any Listing(s) by you from being posted, and (C) has the sole discretion to take-down, restrict access or viewing to, or terminate, any Listing(s) or Item(s) posted by you.

Disclaimers (a) Company hereby disclaims any and all liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Website or Marketplace, and reserves the right, in its sole discretion, to cancel, modify or suspend the Marketplace should a virus, bug, computer problem, unauthorized intervention or other causes beyond the control of the Company, corrupt the administration, security or play of the Marketplace; (b) Company shall not be liable to you or third party for failure to keep the Website and Marketplace safe, secure, functioning properly, continuously operating, or providing access, resulting from any reason of any acts of God, any action(s), regulation(s), order(s), or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulation(s), order(s), or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsumani, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond the control of any Released Party (“Released Party” defined below);  (c) Company reserves the right to cancel or suspend the Marketplace services should it determine, in its sole discretion, that the administration, security, or fairness of the Marketplace has been compromised in any way.

Disclaimer of Warranties  YOU AGREE THAT (A) YOUR PARTICIPATION OR USE OF THE MARKETPLACE IS AT YOUR SOLE RISK, THAT THE MARKETPLACE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, IN CONNECTION WITH PARTICIPATION IN AND USE OF THE MARKETPLACE, IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY QUALITY; IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE.  (B) THE COMPANY MAKES NO WARRANTIES THAT (i) THE MARKETPLACE WILL MEET YOUR REQUIREMENTS, (ii) THE MARKETPLACE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS OBTAINED FROM PARTICIPATION IN OR USE OF THE MARKETPLACE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE MARKETPLACE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE MARKETPLACE WILL BE CORRECTED; (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE MARKETPLACE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.  COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, OR ANY INTERRUPTION OR CESSATION OF THE MARKETPLACE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE AND THE MARKETPLACE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.

BECAUSE COMPANY IS NOT INVOLVED IN TRANSACTIONS BETWEEN SELLERS AND PURCHASERS, IF A DISPUTE ARISES, EACH OF YOU RELEASE COMPANY (AND ITS AGENTS AND EMPLOYEES) FROM ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Limitation on Liability  IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING FROM YOUR USE OF OR PARTICIPATION IN THE MARKETPLACE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU or to any third party FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT, IF ANY, if we are found to be liable, to the greater of (a) the price the item(s) sold for THROUGH THE MARKETPLACE and its original shipping costs, (b) the amount of fees in dispute not to exceed the total SEELING fees, which you paid to us in the 12 months prior to the action giving rise to the liability, or (c) $100.

In addition, to the extent permitted by applicable law, Company is not liable, and you agree not to hold Company responsible, for any damages or losses resulting directly or indirectly from:

(a) your use of or your inability to use the Marketplace;

(b) delays or disruptions in the marketplace services;

(c) viruses or other malicious software obtained by accessing, or linking to, the Marketplace;

(d) glitches, bugs, errors, or inaccuracies of any kind in the Marketplace services;

(e) damage to your hardware device from the use of the Website or marketplace;

(f) the content, actions, or inactions of third parties, including Items listed using the marketplace or the destruction of allegedly fake items;

(g) a suspension or other action taken with respect to your account or breach of this Agreement; and

(h) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this Agreement or our policies.

Defend, Indemnity, Hold Harmless  You agree to defend, indemnify and hold harmless Company, its parent companies, subsidiaries, affiliates, divisions, and their respective officers, attorneys, agents, partners, managers, shareholders, members, directors, principals, representatives, employees, any predecessors, successors in interest, heirs, assigns, and any other person or entity associated with the production, operation or administration of the Marketplace (collectively, “Released Parties”), from any action, loss, liability, claim, damages, demand, cost, expenses, or liability, including reasonable attorney's fees, caused by, arising out of, in connection with, or related to (a) your access, use of, and/or participation in the Marketplace, (b) your actual or alleged breach of any obligations in this Agreement; (c) any sales channels owned or operated by you, your goods (including the offer, sale, fulfillment, refund, return or adjustments thereof); (d) your Listings; (e) any dispute between a seller and Purchaser; (f) your taxes, (g) any actual or alleged infringement of any Intellectual Property Rights, (h) any personal injury, death or property damage related thereto, including, without limitation any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach this Agreement, your improper use of the Marketplace, or your breach of any law or the rights of a third party.

You will use counsel reasonably satisfactory to us to defend each indemnified claim. If at any time we reasonably determine that any indemnified claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a claim without our prior written consent, which may not be unreasonably withheld.

Release If you have a dispute with one or more users of the Marketplace (including all Premium Member sellers and Purchasers), you release the Released Parties from all claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Privacy Policy  Any information that you provide to the Website or Company is subject to our Privacy Policy which governs our collection and use of your information. You understand that through your participation in the Marketplace you consent to the collection and use (as set forth in the Privacy Policy) of this information.  As part of providing you the opportunity to participate in the Markeplace, we may need to provide you with certain communications, such as service announcements, administrative messages and amendments to this Agreement. These communications are considered part of the Marketplace and your account, which you may not be able to opt-out from receiving.

Disputes with Company  All disputes arising out of or relating to this Agreement (including its formation, performance, alleged breach, enforceability and validity) or your use of, or participation in, the Marketplace will be exclusively resolved under confidential binding arbitration held in Cuyahoga County in the State of Ohio before and in accordance with the International Rules of Arbitration of the American Arbitration association, by one or more arbitrators appointed in accordance with said Rules. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable. Notwithstanding the foregoing, Company will have the right to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third-party rights. In the event of litigation or to compel arbitration or to enforce an arbitration award under this section, or to obtain an injunction under this section, you hereby irrevocably consent and submit to the personal jurisdiction and venue of the state and federal courts located in County of Cuyahoga in the State of Ohio (“Courts”). You hereby consent to the jurisdiction of such Courts, agree to accept service of process by regular mail, and waive any and all claims that such Courts do not have personal jurisdiction over you, that such Courts do not have subject matter jurisdiction to hear any dispute arising out of this Agreement, that venue is not proper in such Courts, or that Courts are an inconvenient or improper forum. This Agreement will be interpreted exclusively by Ohio law.

IF YOU DO NOT WISH TO ACCEPT THE BINDING ARBITRATION PROVISIONS CONTAINED IN THIS SECTION (“OPT-OUT”) YOU MUST NOTIFY US IN WRITING (“OPT-OUT NOTICE”) WITHIN 30 DAYS AFTER REGISTERING FOR A PREMIUM MEMBERSHIP WITH THE WEBSITE FOR THE FIRST TIME BY SENDING US AN EMAIL AT webmaster@tag-n-brag.com. This procedure is the only way you can opt-out of the Agreement to Arbitrate. If you opt-out of the Agreement to Arbitrate, all other parts of the Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us. IF YOU NOTIFY US BY THAT TIME THAT YOU DO NOT ACCEPT THE BINDING ARBITRATION PROVISIONS CONTAINED IN THIS SECTION, YOU WILL NOT BE ABLE TO PARTICIPATE IN THE MARKETPLACE AND YOUR MEMBERSHIP MAY BE CANCELLED.

Unless you and we agree otherwise, in the event that the arbitration provisions are found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Company must be resolved exclusively by a state or federal court located in County of Cuyahoga in the State of Ohio. You hereby irrevocably consent and submit to the personal jurisdiction and venue of the state and federal courts located in County of Cuyahoga in the State of Ohio. You also agree to accept service of process by regular mail, and waive any and all claims that personal jurisdiction, subject matter jurisdiction, and venue is not proper in the state or federal courts located in County of Cuyahoga in the State of Ohio, or that these courts are an inconvenient or improper forum.

YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).

Modifications  Company may modify this Agreement from time to time. Company may amend this Agreement at any time by posting the amended terms on www.tag-n-brag.com.  Company’s right to amend the Agreement includes the right to modify, add to, or remove terms in the Agreement. Except as stated otherwise in this Agreement or elsewhere, all amended terms shall automatically be effective after they are initially posted. You agree to be bound to any changes to this Agreement when you use the Marketplace after any such modification is posted.  It is therefore important that you regularly review this Agreement and keep your contact information current to ensure you are informed of any changes. Company will alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. Any and all changes to this Agreement will also be reflected on the Website.  We may also ask you to acknowledge your acceptance of the Agreement through an electronic click-through.

Relationship of Parties You and Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

Tax Matters  As between the parties, you will be responsible for the collection and payment of any and all of your taxes. The term your taxes means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, regulatory fees, levies (specifically including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Marketplace, or otherwise in connection with any action, inaction or omission of you or your affiliates or their respective employees, agents, contractors or representatives.

Any and all fees payable by you pursuant to this Agreement are exclusive of all sales, use and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. Except as otherwise provided in this Agreement, you agree that we are not obligated to determine whether taxes apply, and we are not responsible to collect, report or remit any taxes arising from any transaction. However, if a taxing authority requires us to pay any of Your Taxes, you will promptly reimburse us for the amounts paid. All fees payable by you to us under this Agreement are exclusive of any applicable taxes, and you will be responsible for paying us any of Your Taxes imposed on such fees.

Insurance  If you are a business entity, you will maintain at your expense throughout the remainder of the Term commercial general, umbrella and/or excess liability insurance with the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming Company and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage.

Other  This Agreement constitutes the entire agreement between you and Company regarding your participation in and use of the Marketplace, and hereby supersedes any and all prior agreements or understandings, whether written or oral, or whether established by custom, practice, policy, or precedent with regard to the subject matter hereof.  The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision or part of a provision of this Agreement is found to be unlawful, void, invalid or unenforceable by a court of competent jurisdiction, such provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.