Terms of Service & Merchant Agreement

1. Acceptance & Binding Agreement

By installing, accessing, testing, or utilizing any component of the Domillio Compliance Suite—including the Tax Exemption Desk, CPC Safety Desk, GPSR Compliance Desk, EPR Packaging Desk, Prop 65 Defense Desk, storefront App Proxies, Docker containers, APIs, or website sandboxes (collectively, the “Service”)—you (“Merchant”, “You”, or “User”) agree to be legally bound by this Master Merchant Agreement (“Terms”).

These Terms apply to all deployment models, including multi-tenant cloud subscriptions installed via the Shopify App Store, sovereign Docker container deployments on private Linux hardware or cloud VPS, and testing sessions in public sandbox simulators. If you do not agree to every provision of these Terms, you must immediately uninstall the application and discontinue all use.

2. Absolute Disclaimer of Legal, Tax & Regulatory Advice

The Service automates administrative recordkeeping and formatting checks based on public statutory guidelines. However:

• No Tax Calculation or Nexus Determination: Domillio does not calculate sales tax rates, determine physical or economic tax nexus, or advise on whether any specific item or transaction is taxable or exempt.
• No Verification of Legal Legitimacy: While Domillio checks string syntax against state permit regex patterns, Domillio cannot and does not guarantee that a buyer-submitted permit number is currently active, unrevoked, or being used with proper legal authority. Official registry validation remains your responsibility.
• No Product Safety Certification: Domillio generates formatted Children's Product Certificate (CPC) documents based on merchant-supplied laboratory reports. Domillio does not test physical goods, inspect supply chains, or guarantee that products comply with federal safety regulations under CPSIA or ASTM standards.
• No Legal Representation: Domillio does not defend merchants in administrative audits, state revenue appeals, federal consumer safety investigations, customs port seizures, or private Proposition 65 bounty-hunter lawsuits.

3. Merchant Sole Responsibility & Assumption of Risk

As an e-commerce merchant utilizing the Service, you represent, warrant, and covenant that:

• You will independently examine, review, and make the final sovereign determination to approve or reject each customer tax exemption submission.
• You will independently confirm buyer exemption eligibility with the appropriate Department of Revenue or state tax authority where required by law.
• You will not certify, sell, or distribute counterfeit, contaminated, hazardous, or non-compliant consumer products.
• You are solely responsible for all sales tax, use tax, excise tax, value-added tax (VAT), customs duties, and environmental waste fees assessed against your business.
• You maintain proper custody and security of your Shopify merchant admin account, API tokens, and private server infrastructure.

4. Disclaimer of Warranties (“AS IS” & “AS AVAILABLE”)

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED STRICTLY “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”.

DOMILLIO, ITS OWNERS, DEVELOPERS, DIRECTORS, AFFILIATES, AND AGENTS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AUDIT DEFENSE SUCCESS, OR REGULATORY APPROVAL.

Domillio does not warrant that the Service will meet your specific business requirements, operate without error or interruption, be completely secure, or satisfy the regulatory standards of any federal, state, or foreign authority.

5. Absolute Limitation of Liability & Exclusion of Damages

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS THE FINANCIAL LIABILITY OF DOMILLIO.

TOTAL EXCLUSION OF CONSEQUENTIAL DAMAGES: UNDER NO CIRCUMSTANCES SHALL DOMILLIO, ITS CREATORS, DEVELOPERS, EMPLOYEES, CONTRACTORS, OR SUPPLIERS BE LIABLE TO MERCHANT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

THIS EXCLUSION SPECIFICALLY AND EXPRESSLY INCLUDES, WITHOUT LIMITATION:

• Sales & Use Tax Audits: Any back taxes, sales tax assessments, audit adjustments, statutory interest charges, or late filing penalties assessed by any state, federal, or municipal taxing authority.
• Customs Seizures & Shipping Delays: Any port detentions, customs seizures, demurrage charges, freight destruction, or import clearance denials by US Customs and Border Protection (CBP) or European Union customs authorities.
• Regulatory Fines: Any civil penalties, administrative fines, or enforcement orders issued by the CPSC, European Commission, EPA, national ministries, or state attorneys general.
• Proposition 65 Bounty Claims: Any private enforcement notices, 60-day notices of violation, bounty hunter settlements, statutory damages, or legal defense costs under California Proposition 65.
• Commercial Losses: Any loss of profits, lost revenue, lost sales, data loss, business interruption, or reputational injury.

AGGREGATE LIABILITY CAP: IN NO EVENT SHALL DOMILLIO'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE LESSER OF: (A) FIFTY UNITED STATES DOLLARS (\$50.00 USD), OR (B) THE TOTAL FEES ACTUALLY PAID BY MERCHANT TO DOMILLIO FOR THE SPECIFIC APPLICATION GIVING RISE TO THE CLAIM IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE OCCURRENCE. FOR MERCHANTS USING FREE PLANS, DEMO SANDBOXES, OR SOVEREIGN SELF-HOSTED SOFTWARE, LIABILITY IS STRICTLY ZERO DOLLARS (\$0.00 USD).

6. Comprehensive Merchant Indemnification

Merchant agrees to defend, indemnify, and hold harmless Domillio, its owners, developers, licensors, and affiliates from and against any and all claims, demands, liabilities, lawsuits, judgments, penalties, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Merchant's use, configuration, or operational reliance on the Service;
• Any exemption certificate, resale document, or customer data ingested, accepted, or approved by Merchant;
• Any state or federal tax audit, assessment, inquiry, or penalty involving Merchant's store;
• Any product safety recall, consumer injury, customs seizure, packaging violation, or Prop 65 enforcement action;
• Merchant's violation of any applicable federal, state, local, or international law, statute, or regulation; or
• Any claim by a buyer or third party relating to products sold by Merchant or tax-free checkout transactions.

7. Subscription Billing & 7-Day Free Trial

Paid cloud subscriptions are billed on a recurring monthly or annual basis directly through the Shopify Billing API and appear on your unified Shopify invoice.

• 7-Day Free Trial: All paid tiers include a 7-day risk-free trial. If the application is uninstalled prior to trial expiration, no subscription charges will be incurred.
• Zero Per-Order Surcharges: Domillio charges flat recurring subscription fees and never assesses percentage-based fees on your wholesale orders or tax-exempt revenue.
• Refund Policy: Subscription fees are non-refundable once billed through Shopify, except where explicitly required under applicable consumer protection legislation.

8. Sovereign Self-Hosting License

For merchants electing to deploy Domillio container stacks on their own private servers or cloud VPS:

• You are granted a non-exclusive, revocable, non-transferable license to run container images strictly for internal business operations on your authorized hardware.
• All server operating system maintenance, local database encryption, SSL certificates, network firewalls, and data backups remain under your sole operational custody.
• Domillio assumes zero liability for server crashes, data corruption, hardware failures, power outages, or unauthorized server access on your infrastructure.

9. Statute of Limitations & Binding Arbitration

ONE-YEAR FILING WINDOW: ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Mandatory Binding Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted on an individual basis.

CLASS ACTION WAIVER: YOU AND DOMILLIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

10. Legal Notice & Governance Inquiries

Official legal notices and enterprise compliance inquiries may be submitted to: