Terms and Conditions for CAKTO Sellers

Cakto Commerce OÜ  

Harju maakond, Tallinn  

Kesklinna linnaosa  

Tartu mnt 67/1-13b  

10115  

Estonia

1. Introduction, Scope and Acceptance

These Terms and Conditions (the “Terms”) form a legally binding agreement between each individual person or legal entity (“You”, “Your”, or “Supplier”) and Cakto Commerce OÜ, a private limited company duly incorporated and existing under the laws of the Republic of Estonia, with its registered address at Harju maakond, Tallinn, Kesklinna linnaosa, Tartu mnt 67/1-13b, 10115, Estonia (“Cakto Commerce OÜ”, “CAKTO”, “we”, “our”, or “us”).

These Terms apply whenever a Supplier makes digital products or services available through the Platform or otherwise uses the Services in connection with the Merchant of Record model operated by CAKTO.The CAKTO platform is available at https://www.cakto.me and any subdomains, applications, integrations, APIs, or affiliated websites (collectively, the “Platform”). For convenience, the Platform and all related features, tools, and services (including payment flows, product management, and platform services) are collectively referred to as the “Services”.

Please read these Terms together with our Privacy Policy, Acceptable Use Policy, Advertising & Media Policy, and any other policies incorporated by reference, as they govern Your relationship with CAKTO as a supplier of digital content or services, regardless of how You access or use the Services.

Merchant of Record Model. CAKTO acts as the Merchant of Record and as the seller vis-à-vis Buyers for all digital products and services offered through the Services. Suppliers do not sell products or services directly to Buyers. There is no momentary or “flash” transfer of title. Any ownership of products or licenses to access digital content is transferred directly from CAKTO to the Buyer. Suppliers act solely as independent providers of content or services to CAKTO under this Merchant of Record structure.

Fulfillment of Digital Products and Services.
CAKTO may rely on Suppliers for the operational execution, delivery, or performance of certain digital products, educational content, or services. Notwithstanding any such outsourcing or delegation, CAKTO remains solely and fully responsible to the Buyer for fulfillment, refunds, chargebacks, and consumer-facing obligations. The Supplier’s contractual relationship regarding fulfillment exists exclusively with CAKTO, and not with the Buyer.

By creating an account, submitting content or services for distribution, enabling products or services for sale through the Platform, or otherwise using the Services, You acknowledge and agree to be bound by these Terms and all applicable CAKTO policies.

If You do not agree to these Terms, You must not use the Services or make any products or services available through the Platform.

You represent and warrant that You are of legal age and have full legal capacity to enter into a binding agreement under applicable law. If You act on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind such entity to these Terms, and references to “You” or “Your” shall refer to that entity.

2. Changes to These Terms or the Services

We may revise these Terms from time to time, at our sole discretion, and without prior notice. The most current version will be made available on the Platform. You are responsible for reviewing the Terms before using the Services or completing a purchase.

Your continued use of the Services after updated Terms become effective constitutes Your acceptance of those changes.

Because the Services are continuously evolving, CAKTO may modify, suspend, or discontinue all or any part of the Services at any time, with or without notice.

3. Feedback

We welcome feedback, comments, ideas, proposals, and suggestions to improve the Services (“Feedback”). If You choose to submit Feedback, You agree that CAKTO may use such Feedback without restriction or compensation to You.

4. Seller Accounts and Registration of Products or Services

If You are a seller (including a merchant, mentor, or content provider), You may create an account and register digital products or services for offering through the Platform.

By creating an account and registering a product or service, You represent and warrant that all information provided is truthful, accurate, and complete, and that You are not misrepresenting Your identity.

CAKTO may review seller information and determine, in its sole discretion, whether to grant or maintain access to the Services, enable products, or issue payouts.

CAKTO may remove, disable, or delete products or services at any time, with or without notice, for reasons including risk, compliance, content, or policy considerations.

You are responsible for maintaining the confidentiality of account credentials and for all activities conducted through Your account. You agree to promptly notify CAKTO of any unauthorized access or security breach.

5. Seller/ Suppliers Responsibilities

In addition to any other obligations set forth in these Terms, sellers agree to:

(a) ensure they own or have the necessary rights, licenses, and permissions to offer and deliver their products or services and all related materials;

(b) ensure that product or service descriptions, claims, and disclosures are accurate and not misleading;

(c) deliver the digital content or mentorship as described and provide reasonable support consistent with the offer;

(d) comply with applicable laws and regulations related to consumer protection, intellectual property, privacy, advertising, and the nature of the content provided; and

(e) promptly inform CAKTO of material complaints or issues relating to products, promotions, or advertising.

(f) not present itself, whether directly or indirectly, as the seller, merchant, contracting party, or payment recipient to Buyers, and not represent that it sells products or services directly to Buyers. The Supplier acknowledges that Cakto Commerce OÜ is the sole Merchant of Record and seller vis-à-vis the Buyer for all transactions conducted through the Platform. 

(g) The Supplier shall not collect or receive payments from Buyers, shall not issue invoices, receipts, or billing documents to Buyers, and shall not manage, initiate, respond to, or otherwise handle chargebacks, payment disputes, or refund requests. All payment processing, invoicing, refunds, chargeback management, and dispute resolution are conducted exclusively by Cakto Commerce OÜ, as the sole Merchant of Record.

6. Compliance Obligations of the Supplier

The Supplier represents, warrants, and undertakes that all Products, Services, content, materials, marketing practices, and activities made available through the Platform shall at all times comply with all applicable laws, regulations, and industry standards, including, without limitation:

(i) consumer protection and unfair commercial practices laws;

(ii) data protection and privacy laws, including the General Data Protection Regulation (GDPR), where applicable;

(iii) advertising, marketing, and endorsement regulations, including transparency and disclosure requirements;

(iv) anti-fraud, anti-money laundering (AML), and counter-terrorism financing (CTF) rules, to the extent applicable to the Supplier’s activities; and

(v) all internal policies, guidelines, and compliance standards established by CAKTO, including the Acceptable Use Policy, Advertising & Media Policy, and any other policies made available through the Platform.

The Supplier shall not engage in any act or omission that may cause CAKTO, as Merchant of Record, to violate applicable laws, payment network rules, or regulatory requirements, nor expose CAKTO to financial loss, chargebacks, penalties, fines, sanctions, or reputational harm.

The Supplier is solely responsible for ensuring that its Products, Services, content, and marketing practices are lawful, accurate, non-misleading, and compliant, and acknowledges that CAKTO relies on these representations in operating the Merchant of Record model.

7. Withholding and Offsets

If You breach these Terms, or if CAKTO reasonably suspects a breach, CAKTO may withhold, delay, or offset amounts otherwise payable to a seller, or deduct previously paid amounts from future payouts, to cover actual or potential losses, liabilities, fees, costs, or expenses arising from such breach, disputes, refunds, chargebacks, or compliance requirements.

Such withholding is in addition to any other rights or remedies available to CAKTO.

8. Right of Recourse Against the Supplier

The Supplier acknowledges and agrees that, as Merchant of Record, Cakto Commerce OÜ may incur losses, costs, liabilities, penalties, fines, fees, chargebacks, refunds, disputes, or other expenses arising from or related to the Supplier’s Products, Services, content, conduct, omissions, or non-compliance with these Terms, applicable laws, payment network rules, or CAKTO’s internal policies.

The Supplier hereby agrees to fully indemnify, reimburse, and hold harmless Cakto Commerce OÜ from and against any and all such losses, including, without limitation, chargeback amounts, refund amounts, penalties imposed by payment networks, regulatory fines, operational costs, dispute management fees, legal costs, and reasonable attorneys’ fees.

Cakto Commerce OÜ shall have the right to exercise recourse against the Supplier by deducting, withholding, offsetting, or otherwise recovering such amounts from any current or future payouts payable to the Supplier, without prejudice to any other contractual, legal, or equitable remedies available to Cakto Commerce OÜ.

This right of recourse shall apply regardless of the termination or expiration of these Terms and shall survive accordingly.

9. Temporary Inaccessibility

Due to the nature of online services, CAKTO does not guarantee uninterrupted availability of the Services. Availability may be restricted due to capacity limits, security considerations, maintenance, updates, or improvements.

To the extent permitted by applicable law, CAKTO shall not be liable for interruptions caused by force majeure events or circumstances beyond its reasonable control.

10. Prohibited Conduct and Enforcement

You agree not to engage in conduct that violates applicable law, infringes third-party rights, circumvents security measures, uses unauthorized automation, distributes malware or spam, or otherwise interferes with the integrity or proper functioning of the Services.

CAKTO may monitor, investigate, remove, or disable access to content or accounts to ensure compliance with these Terms and applicable legal obligations.

11. General prohibitions and cakto’s enforcement rights

As a Seller or Supplier, You agree that You shall not, directly or indirectly:

11.1 Use, display, mirror, extract, scrape, copy, index, frame, or otherwise exploit the Services, the Platform, CAKTO’s name, trademarks, logos, proprietary information, interfaces, layouts, or any content made available through the Services, except as expressly authorized in writing by CAKTO;

11.2 Access, tamper with, interfere with, or use non-public areas of the Platform, CAKTO’s systems, or the technical infrastructure of CAKTO’s service providers;

11.3 Attempt to probe, scan, test, or compromise the vulnerability, integrity, or security of any CAKTO system, network, or authentication mechanism;

11.4 Circumvent, disable, bypass, remove, or otherwise interfere with any technological, security, risk, or fraud-prevention measures implemented by CAKTO, its payment partners, or service providers;

11.5 Use automated tools, bots, scrapers, crawlers, or similar technologies to access, extract data from, or interact with the Services, except through interfaces expressly authorized by CAKTO;

11.6 Send or distribute unsolicited, deceptive, or unauthorized advertising, spam, chain messages, or promotional communications in connection with the Platform or Products;

11.7 Use hidden text, metadata, tags, or keywords that improperly reference CAKTO, its trademarks, or branding elements without CAKTO’s prior written consent;

11.8 Use the Services for any purpose outside the scope expressly permitted by these Terms, including for the benefit of unauthorized third parties;

11.9 Manipulate transaction data, headers, identifiers, or source information in a deceptive, misleading, or fraudulent manner;

11.10 Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of any software used to provide the Services;

11.11 Interfere with or attempt to interfere with the proper functioning of the Services, including by introducing malware, viruses, system overloads, spam, or similar activities;

11.12 Collect, store, process, or use Buyers’ or other users’ Personal Data outside the scope expressly authorized by CAKTO and applicable data protection laws;

11.13 Misrepresent Your identity, business, qualifications, affiliations, or relationship with CAKTO, including suggesting any endorsement, partnership, or certification that does not exist;

11.14 Offer, list, or make available any Product or Service without holding all necessary intellectual property rights, licenses, authorizations, and legal permissions;

11.15 Use, reproduce, or distribute copyrighted content, trademarks, images, testimonials, reviews, or marketing materials unless You are the rights holder or have valid legal authorization;

11.16 Violate any applicable law, regulation, payment network rule, or compliance requirement, including consumer protection, advertising, data protection, anti-money laundering, or fraud regulations; or

11.17 Encourage, enable, or assist any third party to engage in any of the prohibited conduct described above.

12. Indemnification

You agree to defend, indemnify, and hold harmless CAKTO and its affiliates from any claims, damages, losses, liabilities, costs, and expenses arising out of or related to Your use of the Services, Your products or content (if You are a seller), or Your violation of these Terms.

13. Intellectual Property

The Services, including all software, interfaces, designs, trademarks, and content owned by CAKTO, are and shall remain the exclusive property of CAKTO and its licensors.

Subject to these Terms, CAKTO grants You a limited, non-exclusive, non-transferable, and revocable license to access and use the Services solely for the purposes permitted herein.

14. General Provisions

You may not assign or transfer Your rights or obligations under these Terms without CAKTO’s prior written consent. Any attempted assignment in violation of this provision is void.

Failure by CAKTO to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

These Terms constitute the entire agreement between You and CAKTO regarding the Services and supersede all prior agreements or understandings.

15. Termination

These Terms take effect when You first accept them or begin using the Services, whichever occurs first.

CAKTO may suspend or terminate Your access to the Services, disable products, or terminate these Terms if You fail to comply with any provision herein or as otherwise permitted by applicable law.

Provisions which by their nature should survive termination shall survive, including payment-related provisions, disclaimers, limitations of liability, indemnification, and intellectual property rights.

16. Survival

The following provisions will survive any termination or expiration of this Agreement: confidentiality obligations, limitations of liability, indemnification obligations, and governing law.

17. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of laws principles.