Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the TaggIQ software-as-a-service platform ("Platform") operated by TaggIQ Limited, a company registered in Ireland (CRO number 812921) with its registered address at Unit A20, Kingswood Business Park, Dublin, Ireland, D22 PC78 ("TaggIQ", "we", "us", or "our").

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, you may not access or use the Platform.

If you are using the Platform on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and references to "you" or "Customer" include that organisation.

2. Definitions

• "Platform" means the TaggIQ software-as-a-service application, including all features, functionality, APIs, WebStore builder, supplier integrations, and related services made available by TaggIQ.
• "Customer" means the legal entity or sole trader that subscribes to the Platform.
• "Authorised User" means any individual granted access to the Platform under the Customer's account, subject to the Customer's subscription plan user limits.
• "Customer Data" means all data, information, and content uploaded, submitted, or entered by the Customer or its Authorised Users into the Platform, including customer records, quotes, orders, invoices, products, and artwork.
• "Organisation" means the Customer's isolated tenant environment within the Platform.
• "WebStore" means any online storefront created and operated by the Customer using the Platform's store builder functionality.
• "End Customer" means any third party who interacts with or purchases through a Customer's WebStore.
• "Subscription" means the Customer's right to access and use the Platform for the duration of the applicable billing period under a selected plan.
• "Subscription Plan" means the selected tier (Growth, Pro, or Enterprise) determining the features, user limits, and pricing applicable to the Customer.
• "Platform Fee" means the percentage-based fee charged by TaggIQ on WebStore online transactions, as determined by the Customer's Subscription Plan. The Platform Fee applies regardless of the payment provider used to process the transaction.
• "Supplier Data" means product catalog, pricing, and inventory data fetched from third-party suppliers on the Customer's behalf through the Platform's supplier integration features.
• "Documentation" means the user guides, help articles, and API references made available by TaggIQ at help.taggiq.com or within the Platform, as updated from time to time. Marketing materials, sales communications, and product roadmap statements are not Documentation.
• "Fees" means all amounts payable by the Customer to TaggIQ under these Terms, including Subscription Fees, per-seat overage charges, Platform Fees, and any other charges set out in the Customer's selected Subscription Plan or applicable Order Form.
• "Order Form" means any written or electronic ordering document signed or accepted by both parties that references these Terms and sets out specific commercial terms (for example, custom pricing, enterprise commitments, or service add-ons).
• "Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the ownership of more than 50% of the voting equity or the power to direct management.
• "Confidential Information" has the meaning given in Section 18.

3. Account Registration and Security

To access the Platform, you must:

• Register for an account by providing accurate, current, and complete information.
• Maintain the security and confidentiality of your account credentials.
• Notify us immediately at support@taggiq.com of any unauthorised access to your account.
• Be at least 18 years of age.

You are responsible for all activities that occur under your account, including activities of all Authorised Users. You are responsible for ensuring that each Authorised User complies with these Terms.

4. Grant of Licence

4.1 Licence to Use the Platform

Subject to these Terms and payment of applicable Fees, TaggIQ grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for your internal business purposes during your Subscription period.

4.2 Restrictions

You shall not:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform.
• Copy, modify, adapt, or create derivative works of the Platform.
• Resell, sublicence, lease, or provide the Platform to third parties as a hosted service, except through WebStores operated in the ordinary course of your business.
• Use the Platform to develop a competing product or service.
• Circumvent or disable any security, access control, or usage-limiting features of the Platform.
• Upload or transmit viruses, malware, or other harmful code.
• Use the Platform to send unsolicited communications or spam.
• Interfere with or disrupt the integrity or performance of the Platform.
• Exceed the Authorised User limits or other usage limits of your Subscription Plan.
• Share login credentials between multiple individuals. Each Authorised User must have their own account.

5. Free Trial

TaggIQ may offer a free trial period of 30 days. During the trial, all Platform features are enabled. No payment method is required to start a trial.

A free trial is for evaluation only and does not reserve any Subscription Plan, price, discount, feature, or other commercial term. Subscription Plans and pricing may change before you start a paid Subscription. The plan and price shown when you affirmatively start a paid Subscription will apply. TaggIQ will not charge you unless you select a Subscription Plan and authorise payment.

At the end of the trial period:

• If you have added a valid payment method during the trial, you expressly authorise TaggIQ to charge that payment method for your selected Subscription Plan at the trial's expiry. You may remove the payment method or cancel the trial at any time before the conversion date to prevent the charge.
• If no payment method is on file, a 7-day grace period applies. During this grace period, you retain access but must add a payment method to continue.
• If no payment method is added by the end of the grace period, your account will be suspended and access to Platform features will be denied until payment is resolved.

TaggIQ may modify or discontinue the availability of free trials for future users. Any material change to an active trial's duration, access, or conversion terms will be communicated before it takes effect. Trial accounts are subject to all other provisions of these Terms.

6. Subscription, Fees, and Payment

6.1 Subscription Plans

Access to the Platform requires a paid Subscription. Current Subscription Plans and pricing are published on our website and within the Platform. The plan and price displayed at the point of subscription apply to that Subscription. Each plan determines the features available, Authorised User limits, product limits, WebStore limits, and applicable Platform Fee rate.

6.2 Fees and Billing

• Subscription Fees are billed in advance on a monthly or annual basis, depending on the billing cycle you select.
• All Fees are exclusive of applicable taxes (including VAT), which will be charged where required by law.
• Payment is processed through Stripe. You authorise TaggIQ to charge your designated payment method for all Fees due.
• If your Subscription Plan includes a base number of Authorised Users, additional users beyond that allowance are billed monthly at the per-seat rate specified for your plan.

6.3 Auto-Renewal

Subscriptions automatically renew at the end of each billing period at the then-current rate unless you cancel before the renewal date. You may cancel auto-renewal at any time through your account settings. Cancellation takes effect at the end of the current billing period; you retain access until then.

6.4 Price Changes

TaggIQ may change Subscription Fees for an existing paid Subscription on 30 days' written notice. The new pricing takes effect at the start of your next billing period following the notice and will not apply retrospectively to a billing period already paid for. If you do not agree to the new pricing, you may cancel your Subscription before the new period begins. Pricing for users who have not started a paid Subscription may change before the user selects a plan and authorises payment.

6.5 Late Payment

If payment fails, we will retry up to 3 times. If payment remains outstanding after 7 days, your account may be suspended. TaggIQ may charge interest on overdue amounts at the rate of 8% per annum above the European Central Bank base rate, and may recover fixed compensation for collection costs (EUR 40, EUR 70, or EUR 100 according to invoice value) plus any reasonable additional recovery costs, in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012).

6.6 Refunds

Subscription Fees are non-refundable except where required by applicable law. If TaggIQ materially breaches these Terms and fails to cure within 30 days of written notice, you may terminate and receive a pro-rata refund for the unused portion of any pre-paid annual Subscription.

6.7 Platform Fee (WebStore Transactions)

Where you use the Platform's WebStore functionality and your End Customer completes an online payment, TaggIQ charges a Platform Fee as a percentage of the gross order value, determined by your Subscription Plan. The Platform Fee is deducted automatically from each online transaction before funds are settled to your account.

The Platform Fee applies to all online payments processed through the Platform's supported payment providers. Orders fulfilled via offline methods (manual bank transfer, cash, cheque) are not subject to the Platform Fee. The Platform Fee is separate from, and in addition to, any payment processing fees charged by the payment provider.

TaggIQ may modify Platform Fee rates on 30 days' written notice. Continued use of the WebStore feature after the notice period constitutes acceptance of the revised rate.

7. Customer Data

7.1 Ownership

You retain all rights, title, and interest in your Customer Data. Nothing in these Terms transfers ownership of Customer Data to TaggIQ.

7.2 Licence to TaggIQ

You grant TaggIQ a limited, non-exclusive, worldwide, royalty-free licence to host, copy, store, back up, process, transmit, and display your Customer Data, and to sublicense these rights to TaggIQ's sub-processors, solely as necessary to provide, maintain, support, and improve the Platform. This licence terminates when your Customer Data is deleted from our systems in accordance with Section 20.3.

7.3 Aggregated and Anonymised Data

TaggIQ may generate and use aggregated, anonymised data derived from your use of the Platform for product improvement, benchmarking, and analytics purposes. Such data will not identify you, your organisation, or any individual. TaggIQ owns all rights in aggregated anonymised data. This Section 7.3 does not permit TaggIQ to use Google Workspace/Gmail user data received through Google APIs to train, fine-tune, or improve generalised AI or machine-learning models.

7.4 Your Responsibilities

You are responsible for:

• The accuracy and legality of your Customer Data.
• Obtaining all necessary consents to collect and process personal data of your contacts and End Customers.
• Ensuring your use of Customer Data complies with applicable laws, including GDPR.
• The content of all communications sent through the Platform on your behalf (including quotes, invoices, artwork approvals, and marketing emails).

7.5 Data Processing

Where TaggIQ processes personal data on your behalf, TaggIQ acts as a data processor under GDPR. Processing is governed by our Data Processing Agreement, which is incorporated into these Terms by reference.

7.6 Customer Responsibilities Regarding Recipients of Size Collection Workflows

If you use TaggIQ's Size Collection feature to collect personal data from third parties ("Recipients" — for example, team members, club members, students, event attendees, or employees), you acknowledge and agree:

1. You are the Data Controller in respect of all Recipient personal data. TaggIQ is your Data Processor and processes such data solely on your documented instructions under the Data Processing Agreement.
2. You are solely responsible for:
   • Establishing a lawful basis under GDPR Article 6 (or equivalent applicable privacy law) for the collection of Recipient personal data, including informing Recipients of the basis and obtaining any required consents.
   • Providing Recipients with the privacy notice required by GDPR Article 13 (and equivalents) at or before the point of collection. TaggIQ provides a Recipient-facing privacy notice at /legal/recipient-notice that you may rely on or supplement with your own notice.
   • Responding to all data subject rights requests from Recipients (access, correction, erasure, restriction, portability, objection) within the timeframes required by applicable law. TaggIQ provides administrative tools to assist you, including immediate anonymisation of any Recipient's data on your written request.
   • Configuring Recipient field collection in a manner that respects data minimisation. You should enable only the fields you have a documented business need to collect.
3. You shall not knowingly use Size Collection workflows to collect personal data from children where the relevant age threshold for parental consent applies (16 in Ireland and most EU Member States, 13 under COPPA in the United States) without appropriate verifiable parental consent.
4. You shall not solicit, encourage, or accept special category personal data (GDPR Article 9), including health, religious, or biometric data, through Size Collection free-text fields. Where Recipients volunteer such data, you remain the Controller and are responsible for compliance.

8. Intellectual Property

8.1 TaggIQ's Intellectual Property

TaggIQ and its licensors retain all right, title, and interest in and to the Platform, including all software, source code, algorithms, data structures, architectures, APIs, user interfaces, documentation, trade secrets, know-how, trademarks, and all other intellectual property rights therein. This includes all improvements, derivatives, modifications, and enhancements to the Platform, whether or not incorporating Customer feedback or suggestions.

8.2 No Rights Granted

Except for the limited licence expressly granted in Section 4, no rights are granted to you under these Terms. For the avoidance of doubt:

• You have no right to access or receive the source code of the Platform.
• Configurations, templates, workflows, and automations you create within the Platform are created using TaggIQ's tools and infrastructure. TaggIQ retains all rights in the underlying functionality; you retain rights only in the Customer Data content within those configurations.
• You may not use TaggIQ's trademarks, logos, or branding without our prior written consent.

8.3 Feedback

If you provide TaggIQ with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Platform ("Feedback"), you assign to TaggIQ all right, title, and interest in such Feedback with full title guarantee, and irrevocably waive (to the fullest extent permitted by law) all moral rights in the Feedback. TaggIQ may use, implement, and incorporate Feedback without restriction or obligation to you.

9. WebStore Terms

The following additional terms apply when you use the Platform's WebStore functionality:

9.1 Merchant of Record

You are the merchant of record for all transactions processed through your WebStore. TaggIQ provides the technology platform only. You are solely responsible for the sale, fulfilment, returns, refunds, and customer service relating to orders placed through your WebStore.

You are solely responsible for the determination, collection, reporting, and remittance of all VAT, GST, sales taxes, customs duties, and other transaction taxes arising from WebStore sales (including, where applicable, registration for and reporting under the EU One-Stop Shop or Import One-Stop Shop schemes). TaggIQ does not act as a tax agent, marketplace facilitator, or deemed reseller, and provides no tax advice.

9.2 Payment Processing

WebStore payments are processed through supported payment providers (currently Stripe Connect; additional providers may be added). TaggIQ does not receive, hold, or have access to End Customer payment card details. Chargebacks, disputes, and refunds are your responsibility and are handled through your payment provider account.

9.3 Content Responsibility

You are solely responsible for all content displayed on your WebStore, including product descriptions, images, pricing accuracy, availability, and compliance with consumer protection laws (including the EU Consumer Rights Directive where applicable).

9.4 End Customer Data

You are the data controller for End Customer personal data collected through your WebStore. TaggIQ processes this data as your data processor in accordance with the Data Processing Agreement. You are responsible for providing End Customers with a privacy notice that accurately describes how their data is processed.

9.5 Prohibited Goods and Activities

You shall not use a WebStore to sell, offer, or facilitate the sale of: (a) weapons, firearms, ammunition, explosives, or weapon parts; (b) controlled substances or pharmaceuticals requiring prescription; (c) tobacco, vaping products, or alcohol where sale to the relevant jurisdiction is restricted; (d) adult content or services; (e) gambling, lottery, or wagering services; (f) counterfeit goods or items that infringe third-party intellectual property; (g) goods or services that violate applicable consumer protection, advertising, or labelling laws; or (h) any other goods or services prohibited by applicable law in any jurisdiction where the WebStore is accessible.

You shall not use a WebStore to transact with persons or entities subject to applicable EU, UK, US, or UN sanctions, or operating in any sanctioned jurisdiction. On becoming aware of a breach of this Section 9.5, TaggIQ may suspend or terminate the affected WebStore without liability and without refund of any unused Subscription period.

10. Supplier Integration

The Platform provides features to connect to and fetch product catalog, pricing, and inventory data from third-party suppliers on your behalf.

• You represent that you are authorised to access the supplier accounts you connect through the Platform.
• Supplier Data is fetched using your credentials or authorised access and is stored within your Organisation's isolated environment.
• TaggIQ does not guarantee the accuracy, completeness, or timeliness of Supplier Data. Supplier Data originates from third-party systems and may change without notice.
• The normalisation technology, connector architecture, and data processing methods used to fetch and organise Supplier Data are TaggIQ's intellectual property and are not licensed to you.

11. Third-Party Integrations

11.1 General Integrations

The Platform integrates with third-party services including Xero, QuickBooks, Stripe, Google Drive, Google Workspace/Gmail, and Canva. Your use of these integrations is subject to the terms and privacy policies of those third parties. You are responsible for configuring integrations and for the data you choose to synchronise or send.

TaggIQ is not responsible for the availability, accuracy, or conduct of third-party services. If a third-party service changes its API or terms in a way that affects the integration, TaggIQ will use reasonable efforts to adapt but does not guarantee continued compatibility.

11.2 Connected Mailbox Sending

If you connect a Google Workspace/Gmail mailbox so the Platform can send customer-facing documents from that mailbox, you represent and warrant that you are authorised to connect and use that mailbox for your organisation's business communications. You remain responsible for the content of all emails sent through the Platform, for the recipients you select, and for complying with applicable privacy, ePrivacy, anti-spam, and direct-marketing laws.

Google Workspace/Gmail sending is send-only. TaggIQ requests only the gmail.send scope for this integration and does not request permission to read, list, search, or otherwise access mailbox contents. You may revoke access through Google or disconnect the integration in the Platform.

11.3 AI Tool Connections

The Platform may allow you to authorise third-party AI assistants (for example, Claude Desktop, claude.ai, or other LLM-based clients) to access your account via the Model Context Protocol or similar mechanisms using a Personal Access Token. You acknowledge and agree that:

• the AI provider you choose becomes your own service provider or processor, not TaggIQ's;
• Customer Data returned by the Platform in response to authenticated tool calls is transmitted to the AI provider in your own session with that provider;
• TaggIQ does not control, retain, or process the AI provider's response, and is not a controller, processor, or sub-processor of the AI interaction;
• you are responsible for compliance with applicable laws regarding your use of connected AI tools, including providing any required disclosures and obtaining any required consents from data subjects (including End Customers) whose data may flow to the AI provider.

TaggIQ may suspend or revoke a Personal Access Token at any time if it reasonably believes the connected tool is being used in violation of these Terms or applicable law.

12. Service Availability

TaggIQ targets 99.5% uptime for the Platform, measured monthly. For the purposes of this Section, "Downtime" means any period during which the core authenticated Platform is wholly inaccessible to the Customer from the public internet, measured in whole minutes from TaggIQ's monitoring systems. Slowness, partial feature unavailability, and individual customer connectivity issues are not Downtime.

The following are excluded from Downtime calculations:

• Scheduled maintenance (we will endeavour to provide 24 hours' advance notice and schedule outside peak hours).
• Emergency maintenance or security patches required to protect the Platform or its users.
• Downtime caused by third-party services (AWS, Stripe, Xero, QuickBooks) or by your own internet, network, or device.
• Force majeure events as described in Section 21.

Where measured uptime falls below 99.5% in a calendar month (excluding the exceptions above), affected Customers on annual plans may request a service credit equal to 10% of their monthly Subscription Fee for that month. Credit requests must be submitted in writing to support@taggiq.com within 30 days of the end of the affected month; requests received after that period are waived. Credits are applied against future invoices, do not accumulate beyond 3 months' worth, and are not redeemable for cash. Service credits are your sole and exclusive remedy for Downtime.

13. Warranties and Disclaimers

13.1 TaggIQ Warranties

TaggIQ warrants that:

• The Platform will materially conform to its published documentation during your Subscription period.
• TaggIQ will provide the Platform with reasonable skill and care.
• TaggIQ has the right and authority to grant the licence in Section 4.

13.2 Disclaimer

Except as expressly stated in Section 13.1, the Platform is provided "as is". To the maximum extent permitted by applicable law, TaggIQ disclaims all other warranties, whether express, implied, or statutory, including implied warranties of fitness for a particular purpose and non-infringement.

TaggIQ does not warrant that the Platform will be uninterrupted, error-free, or that it will meet your specific business requirements beyond what is described in the documentation.

13.3 Financial Calculations and Reporting

The Platform includes features for generating quotes, orders, invoices, tax calculations, and business reports. While TaggIQ strives for accuracy, the Platform is a business tool, not a substitute for professional accounting, tax, or financial advice. You are solely responsible for verifying the accuracy of all financial documents before sending them to customers or filing with any authority, ensuring tax rates and financial settings are correctly configured for your jurisdiction, and reconciling data with your accounting records. TaggIQ is not an accountant, tax advisor, or financial services provider.

13.4 Artwork and Proofing

The Platform includes artwork submission, proofing, and approval features as workflow tools only. You are solely responsible for verifying artwork accuracy, colour fidelity, sizing, and placement before proceeding to production. TaggIQ shall not be liable for production errors, wasted materials, or reprinting costs arising from artwork approved through the Platform.

13.5 Beta and Preview Features

TaggIQ may make new features available in beta or early access. Such features may contain bugs or incomplete functionality, are provided "as is" without warranty, and may be modified or discontinued at any time without notice. You use beta features at your own risk.

14. Data Backups and Recovery

14.1 TaggIQ Backups

TaggIQ maintains automated daily backups of Customer Data, retained for at least 30 days, stored in a geographically separate location within the EU. In the event of data loss caused by a system failure or incident within TaggIQ's control, TaggIQ will use commercially reasonable efforts to restore data from the most recent available backup and notify you promptly of any loss event.

14.2 Your Backup Responsibility

You are strongly encouraged to maintain your own copies of critical business data using the Platform's export features. No backup system can guarantee complete recovery in all circumstances. Data entered between the most recent backup and a loss event may not be recoverable.

14.3 Data Loss Limitation

TaggIQ's obligation for data loss is limited to commercially reasonable restoration from available backups. TaggIQ shall not be liable for: (a) data loss caused by your actions or your Authorised Users; (b) data entered between the most recent backup and the loss event; (c) data loss caused by third-party services; or (d) any indirect or consequential damages from data loss, including lost business or costs of recreating data. The liability cap in Section 16.2 applies.

15. Service Continuity

15.1 Discontinuation Notice

If TaggIQ decides to permanently discontinue the Platform, TaggIQ will provide at least 60 days' written notice. During this period, you retain access to your Customer Data and may use export features to download it.

15.2 Data Access on Discontinuation

Following discontinuation, TaggIQ will maintain data export functionality for at least 30 days after the Platform ceases operation. Pre-paid Subscription Fees for any period after the Platform ceases to be accessible will be refunded on a pro-rata basis.

15.3 Involuntary Cessation

In the event TaggIQ ceases operations involuntarily (insolvency, liquidation), TaggIQ will use commercially reasonable efforts to provide access to your Customer Data. Your Customer Data remains your property in all circumstances. However, TaggIQ cannot guarantee data access in involuntary cessation scenarios, and you are encouraged to maintain your own backups.

16. Limitation of Liability

16.1 Exclusion of Indirect Damages

To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, business opportunities, or goodwill, however caused, even if advised of the possibility of such damages.

16.2 Liability Cap

Subject to Section 16.3, each party's total aggregate liability arising out of or in connection with these Terms shall not exceed the total Fees actually paid by the Customer in the three (3) months immediately preceding the event giving rise to the claim. If a court of competent jurisdiction holds this cap to be unenforceable in the circumstances, the parties intend that the cap shall be the maximum permitted by applicable law, and in no event shall a party's aggregate liability exceed the total Fees actually paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

16.3 Exceptions

Nothing in these Terms excludes or limits either party's liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any liability which cannot be excluded or limited under applicable law.
• The Customer's payment obligations for Fees due.
• Either party's indemnification obligations under Section 17.

16.4 Time Bar on Claims

Except in the case of fraud or claims for unpaid Fees, no action arising out of or in connection with these Terms may be brought by either party more than twenty-four (24) months after the cause of action accrued. This Section 16.4 does not extend any shorter statutory limitation period that may apply.

17. Indemnification

17.1 TaggIQ's Limited IP Remedy

If a third party makes a written claim alleging that the Customer's use of the Platform in accordance with these Terms infringes that third party's intellectual property rights, TaggIQ may, at its sole option and expense: (a) modify the Platform so it is no longer infringing while retaining substantially equivalent functionality; (b) obtain a licence permitting continued use; or (c) terminate the affected portion of the Platform and refund any pre-paid Fees for the unused remainder of the then-current subscription term. The foregoing states TaggIQ's entire obligation and the Customer's sole and exclusive remedy for any third-party intellectual property claim.

TaggIQ has no obligation under this Section 17.1 for any claim arising from: (i) Customer Data; (ii) modifications to the Platform made by or at the direction of the Customer; (iii) use of the Platform in combination with any product, service, software, or data not provided by TaggIQ; (iv) use of the Platform in violation of these Terms or applicable law; (v) use of any version of the Platform other than the most current version made available to the Customer; or (vi) claims brought by entities whose primary business is the assertion or licensing of patents and which do not themselves practice the patents asserted (commonly known as non-practicing entities or "patent assertion entities").

The Customer must: (a) notify TaggIQ in writing of the claim within fifteen (15) days of receipt; (b) give TaggIQ sole control of the response and any settlement; and (c) provide reasonable cooperation. The Customer shall not make any admission, settlement, or public statement regarding the claim without TaggIQ's prior written consent.

17.2 Customer's Indemnity

The Customer shall indemnify, defend, and hold harmless TaggIQ, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to: (a) Customer Data; (b) the Customer's use of the Platform in violation of these Terms or applicable law; (c) the Customer's WebStore content, products, services, or transactions with end customers (including product liability, refund disputes, advertising claims, and tax obligations); (d) the Customer's failure to obtain required consents from end customers or end users; or (e) any decoration, design, or artwork uploaded, created, or distributed by the Customer through the Platform.

17.3 Cap on TaggIQ's Indemnification

TaggIQ's total aggregate liability under Section 17.1, including any refund, damages, settlement amounts, and legal costs combined, shall not exceed the total Fees actually paid by the Customer to TaggIQ in the three (3) months immediately preceding the event giving rise to the claim. This cap is independent of, and shall not be aggregated with, the general liability cap in Section 16.2.

The Customer's indemnification obligations under Section 17.2 are not subject to any cap. The caps in this Section 17 shall not apply to a party's wilful misconduct, fraud, or, where prohibited by law, gross negligence.

18. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party in connection with these Terms ("Confidential Information") and shall not disclose it to any third party except: (a) to employees, advisors, and contractors who need to know and are bound by confidentiality obligations; or (b) as required by law, provided the disclosing party is given prompt written notice where legally permitted.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known prior to disclosure; (iii) is independently developed without reference to the other party's Confidential Information; or (iv) is received from a third party without restriction.

This obligation survives termination for a period of 3 years, except that obligations relating to trade secrets survive indefinitely.

19. Suspension

TaggIQ may suspend your access to the Platform, in whole or in part, if:

• Payment is overdue by more than 7 days after a failed payment retry.
• Your use of the Platform poses a security risk to the Platform or other customers.
• Your use violates applicable law or these Terms and you fail to remedy the violation within 7 days of written notice.
• Required by law or by a lawful order of a court or regulatory authority.

TaggIQ will provide reasonable advance notice of suspension where practicable (except in emergencies). Suspension does not relieve you of your payment obligations. We will restore access promptly once the cause of suspension is resolved.

20. Termination

20.1 Termination by You

You may cancel your Subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current billing period. You retain access until then. No refund is due for the remaining period of a monthly Subscription.

20.2 Termination by TaggIQ

TaggIQ may terminate these Terms:

• On 30 days' written notice if you breach these Terms and fail to cure the breach within that period (for curable breaches).
• Immediately if you breach Section 4.2 (Restrictions), commit fraud, or breach obligations relating to TaggIQ's intellectual property.
• Immediately if your account has been suspended for more than 60 consecutive days due to non-payment.

20.3 Effect of Termination

Upon termination:

• Your right to access the Platform ceases immediately (or at the end of your billing period for voluntary cancellation).
• You may export your Customer Data within 30 days of termination by using the Platform's export functionality or by written request to support@taggiq.com.
• After the 30-day export period, TaggIQ will delete your Customer Data from primary systems within 90 days and from backups within 180 days, unless retention is required by law.
• Any outstanding Fees remain due and payable.
• Sections 7.1 (Customer Data Ownership), 7.3 (Aggregated Data), 8 (Intellectual Property), 13 (Warranties and Disclaimers), 14.3 (Data Loss Limitation), 15 (Service Continuity), 16 (Limitation of Liability), 17 (Indemnification), 18 (Confidentiality), 20.3 (Effect of Termination), and 22 (Governing Law) survive termination, together with any other provisions that by their nature should survive.

21. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemic or epidemic, public health emergency, cyberattack (including denial-of-service, ransomware, or similar malicious activity), strikes, government actions, failure of third-party telecommunications or power supply, or internet disruptions. The party invoking force majeure shall give the other party prompt written notice (within 10 days of becoming aware of the event) and shall use commercially reasonable efforts to mitigate the impact.

This Section 21 does not excuse the Customer's obligation to pay Fees for periods in which the Platform was available, nor does it excuse any payment obligation that accrued before the force majeure event.

If a force majeure event continues for more than 90 consecutive days, either party may terminate these Terms on 14 days' written notice without further liability for the termination itself. Pre-paid Fees for any period after the termination date will be refunded on a pro-rata basis.

22. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of Ireland.

Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Ireland.

If you are a consumer in the European Union, nothing in these Terms affects your statutory rights under the laws of your country of residence, including your right to bring proceedings in your local courts.

US Customers should also refer to Section 26 (US-Specific Provisions), which supplements this Section 22 and includes an optional binding-arbitration election, a class-action waiver, a one-year time bar on claims, and US-specific tax, DMCA, and export-control provisions.

23. Changes to These Terms

TaggIQ may update these Terms from time to time. For material changes, we will notify you by email at least 30 days before the changes take effect. Non-material changes (clarifications, formatting) take effect upon posting.

Your continued use of the Platform after changes become effective constitutes acceptance of the revised Terms. If you do not agree to the changes, you may terminate your Subscription before the changes take effect.

24. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, Data Processing Agreement, and any Order Form, constitute the entire agreement between you and TaggIQ regarding the Platform.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
• Waiver: No failure or delay by either party in exercising any right constitutes a waiver of that right.
• Assignment: You may not assign these Terms without our prior written consent. TaggIQ may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.
• Notices: Notices to TaggIQ must be sent to legal@taggiq.com. Notices to you will be sent to the email address associated with your account.
• No Third-Party Beneficiaries: These Terms do not create rights for any third party.

25. Contact

26. US-Specific Provisions

This Section 26 applies in addition to the rest of these Terms where: (a) the Customer is a business established or principally operating in the United States; or (b) the Customer Processes personal information of US residents through the Service ("US Customer"). In the event of conflict between this Section 26 and other provisions of these Terms, this Section 26 prevails for US Customers and only to the extent of the conflict.

26.1 Dispute Resolution (US Customer Option)

The default dispute-resolution procedure in Section 22 (exclusive jurisdiction of the courts of Ireland) applies unless a US Customer notifies TaggIQ in writing within thirty (30) days of accepting these Terms that it elects binding arbitration. If elected, disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in English by a single arbitrator. Each party shall bear its own legal costs and an equal share of the arbitrator's fees. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction for misappropriation of intellectual property, breach of confidentiality, or unauthorised use of the Platform.

26.2 Class Action Waiver

To the maximum extent permitted by law, each party waives any right to participate as a plaintiff or class member in any purported class action, collective action, mass action, consolidated arbitration, or other representative proceeding (other than a representative action brought by a public attorney general under California or comparable state law). All disputes shall be resolved on an individual basis. If a court of competent jurisdiction holds this waiver unenforceable as to a particular claim, that claim shall be resolved exclusively in court under Section 22 (and not in arbitration); the remainder of this Section 26.2 remains in effect for all other claims.

26.3 Time Bar

Subject to any applicable state law that prohibits a shorter limitation period, any claim by a US Customer arising under or in connection with these Terms (in addition to the time bar in Section 16.4) must be commenced within one (1) year of the cause of action accruing, failing which the claim is permanently barred.

26.4 US Sales and Use Taxes

Section 9.1 (WebStore taxes) is supplemented for US Customers as follows: the Customer is solely responsible for the determination, collection, reporting, and remittance of all US state and local sales taxes, use taxes, gross receipts taxes, and similar transaction-based taxes arising from WebStore sales. The Customer is responsible for assessing its own economic and physical nexus in each US state under South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018), and applicable state law. TaggIQ is not a marketplace facilitator or marketplace provider in respect of WebStore transactions and does not collect or remit US sales tax on the Customer's behalf.

26.5 DMCA Notice and Takedown

If you believe that content uploaded to the Service or displayed on a WebStore infringes your copyright, you may submit a notice that complies with 17 U.S.C. §512(c)(3) to TaggIQ's designated agent at copyright@taggiq.com. The notice must include: (a) a physical or electronic signature of the copyright owner or authorised agent; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the allegedly infringing material with sufficient detail to enable TaggIQ to locate it; (d) your contact information; and (e) a statement under penalty of perjury that you have a good-faith belief that the use is not authorised and that the information in the notice is accurate. TaggIQ will respond to compliant notices in accordance with the Digital Millennium Copyright Act, including by removing or disabling access to the material and notifying the relevant Customer. TaggIQ may terminate the accounts of repeat infringers. Counter-notices may be submitted to the same address.

26.6 Export Controls and Sanctions

The Customer represents and warrants that it is not, and is not acting on behalf of, any person or entity: (a) organised, resident, or located in any country or region subject to comprehensive US sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); or (b) identified on the US Department of the Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List, the US Department of Commerce's Denied Persons List or Entity List, or any equivalent list maintained by an authority of the US, EU, UK, or UN. The Customer shall not export, re-export, or transfer, directly or indirectly, the Platform or any data derived from it in violation of the US Export Administration Regulations (15 C.F.R. §§ 730 et seq.) or applicable US sanctions regulations.

26.7 US Government End Users

The Platform is "commercial computer software" and the related documentation is "commercial computer software documentation" pursuant to 48 C.F.R. § 2.101. Consistent with 48 C.F.R. §§ 12.211 and 12.212 (and, for Department of Defense acquisitions, 48 C.F.R. §§ 227.7202-1 through 227.7202-4), US Government end users acquire only the rights set out in these Terms.

26.8 TCPA and CAN-SPAM Compliance

The Customer is solely responsible for compliance with the US Telephone Consumer Protection Act (47 U.S.C. § 227), the CAN-SPAM Act of 2003 (15 U.S.C. §§ 7701 et seq.), and applicable state mini-TCPA and unsolicited-communications laws in respect of any marketing, transactional, or promotional communications the Customer sends through the Platform to its own customers or prospects. The Customer represents that it has obtained any required consents and maintains opt-out / unsubscribe mechanisms as required by those laws.

26.9 Consumer Rights Preservation

Nothing in these Terms affects a US consumer's non-waivable statutory rights under applicable federal or state consumer protection law. Where any provision of these Terms conflicts with a non-waivable statutory right of a US consumer, the statutory right prevails to the minimum extent necessary to give it effect.