Terms and conditions
IMPORTANT NOTICE. PLEASE READ CAREFULLY BEFORE PLACING YOUR ORDER AND BEFORE SUBMITTING ANY PERSONAL INFORMATION VIA THIS WEBSITE.
- 1.1 Avangate B.V., Avangate Inc. or any of their affiliates (each "Avangate," "We," "Us" or "Our") provides ecommerce solutions for the electronic distribution of software and services, including, without limitation, purchases for licenses of software and digital content, such as download links, license keys, electronic codes, software as a service, subscriptions, eBooks and back-up media products (the "Products"), thereby enabling manufacturers, distributors, owners, software and shareware authors, and others worldwide to sell or license their Products online via Avangate.
- 1.3 The Privacy Shield Policy is as set forth below and is part of this Agreement.
- 2.1 Avangate cannot guarantee that the Products are in stock. Avangate reserves the right to reject Your submission of an order to purchase Products ("Order") at any time and without any liability to Avangate if, in Avangate's sole discretion, it is unable to process or fulfill Your Order. Avangate shall have this right of rejection even if You should receive a notice via the Website that the Order was successfully submitted or completed (or similar language).
- 2.2 Promptly following any rejection by Avangate of Your Order, Avangate will refund any prior payments that You have made for the Products included in that Order.
- 2.3 You confirm that all information provided by You when placing an Order is complete, accurate and up-to-date so as to allow Avangate to fulfill Your Order, and You will promptly update such information to keep it complete and accurate. You may update Your information via Avangate myAccount.
- 2.4 If You provide any information that is untrue, inaccurate, or incomplete, or if Avangate has reason to believe that the information You provided is untrue, inaccurate, or incomplete, Avangate may: (a) suspend or terminate Your account; (b) if permitted by applicable law, use electronic self-help means to terminate Your ability to access the Products; and/or (c) terminate this Agreement.
- 2.5 You will maintain the confidentiality of Your password, user ID, and other account credentials. You shall immediately notify Avangate of any unauthorized use of Your account credentials, or any other breach of security that is known or suspected by You.
- 2.6 You consent to the use of electronic communications in transacting business with Avangate, including, without limitation, the electronic delivery of notices and other documents to You. If at any time You would like to cease doing business electronically with Avangate, You will need to provide Avangate with written notice of Your withdrawal of Your consent to do business electronically, which will then terminate this consent. Thereafter, You shall not use this Website to place any Orders, and any notices and documents from Avangate will be provided to You on paper.
- 3.1 Prices are as specified on the Website; however, Avangate reserves the right to adjust prices in its sole discretion due to increases in costs (including, without limitation, delivery costs or costs of any materials), the increase or imposition of any tax, duty or other levy, any variation in exchange rates, or any programming, data or other errors. Prices for the Products are exclusive of shipping, handling, duties, and taxes, all of which shall be paid by You.
- 3.2 Prior to Product delivery, Avangate will notify You in writing via email of any price increases (a "Notification Email"). The Notification Email will be sent to You at the email address that We have in Our records for You. By no later than the deadline set forth in the Notification Email, You may cancel Your Order for the Product for which the price was increased (a) via Avangate myAccount or (b) by sending a reply email to the Notification Email. If You do not so cancel Your Order within said deadline, You accept the new prices and conditions for the Product as set forth in the Notification Email.
- 3.3 You shall make payment for Your Order prior to Product delivery and by one of the methods that are indicated on the Website (or by such other method as may be mutually agreed upon in writing by You and Avangate). When You place Your Order, Avangate will charge the credit or debit card that You provided to Avangate. If You do not pay applicable taxes to Avangate for the Product, You must report and pay any applicable taxes to the appropriate governmental agencies.
- 3.4 Avangate reserves the right to verify Your credit or debit card payments. In case of any non-payment to Avangate following Product delivery, Avangate may, without notification to You, transmit claims to the parties for which Avangate acted as a reseller (the "Vendor"), and the Vendor or Avangate shall have the right to repossess and resell such Products, and You hereby grant Avangate, the Vendor, and their designated agents all rights available under applicable law, including, without limitation, the right to use electronic self-help means to terminate Your ability to access the Products, or otherwise repossess or reclaim the Products from You.
- 3.5 As between You and Avangate, You shall be responsible for any fraudulent or unauthorized transactions made through the Website, including, without limitation, using Your account credentials, credit card or debit card.
- 4.1 All delivery dates (whether provided on the Website, in an Order confirmation, or elsewhere) are estimates only and not a guarantee that any the Products will be delivered by a given date.
- 4.2 Delivery will be made to the address You provided to Avangate for Your Order. You must immediately notify Avangate via Avangate myAccount of any errors or omissions in the Avangate Order confirmation notice at the Website or in the Avangate payment notification that is sent to You at the email address that We have in Our records for You. Avangate reserves the right, in its sole discretion, to impose additional charges for any adjustments You make to an Order (e.g., delivery address) after You submit an Order.
- 4.3 All risk of loss for the Products shall pass to You upon delivery of the Products to the location specified in Your Order (even if no signature is required for delivery). For the avoidance of doubt, the delivery of downloaded Products occurs when the Products are downloaded. If You should refuse or fail to take delivery of the Products, all risk of loss for the Products will thereupon pass to You and, upon the demand of Avangate, You shall pay Avangate for the Products plus any additional amounts incurred by Avangate as a result of Your refusal or failure to take delivery of the Products, including, without limitation, attempting delivery of the Products by any reasonable means, or storing the Products. Avangate will be entitled to dispose of the Products in such manner as it sees fit if You have not taken delivery of the Products within thirty (30) days after (a) the scheduled date of delivery or (b) the date on which delivery was first attempted, whichever is later.
- 4.4 Except as Clause 2I.2 or 12.1 may apply to Your Order, or as described by Avangate in the Order form for Your Order, You are not entitled to revoke or cancel in whole or in part any Order.
- 4.5 Title to the Products (or, if licensed, Your copy of the Products) will pass to You when Avangate receives payment in full for the Products (including, without limitation, any interest and other amounts due for the Products).
- 4.6 Unless and only to the extent permitted by the EULA or applicable law, if You are a consumer, You shall not resell the Products until after title therein has passed to You.
5.1 The Products delivered by Avangate are subject to the terms and conditions of this Agreement and the terms and conditions of an end user license agreement or other agreement from the Vendor of the Products (collectively, the "EULA"). If You do not agree to the EULA, You are not authorized to use the Product and shall immediately notify Avangate via Avangate myAccount. Unless otherwise expressly agreed in writing by the Vendor, the Products are licensed and not sold to You, irrespective of any use of the words "purchase," "sale," "reseller" or similar terms in this Agreement or at the Website. Unless and only to the extent permitted by the EULA or applicable law, You represent and warrant that You shall use the Products in accordance with the EULA and will not use the Products for any unlawful purpose. In addition to and without limiting the foregoing, You shall:
- 5.1.1 keep the Products in confidence and not disclose or make them available to any third party;
- 5.1.2 not rent, lease, loan, license, sublicense, distribute, make available, transfer, assign, sell, reproduce, adapt, translate, disclose, display, publish, exploit for commercial purposes, or modify the Products, or any components thereof;
- 5.1.3 use the Products solely for internal business purposes and not in the operation of a service bureau or shared services environment;
- 5.1.4 not create derivative works based on the Products or any components thereof, or combine the Products with any other software;
- 5.1.5 not remove, obscure, or alter the copyright notices, trademarks, or other proprietary rights notices that appear in the Products;
- 5.1.6 obtain, at Your own cost and expense, all software and equipment necessary to use the Products;
- 5.1.7 obtain, at Your own expense, all licenses and authorizations required for the acquisition, delivery or use of the Products; upon Avangate's request, You will provide Avangate with evidence of such licenses or authorizations; and You will be liable to Avangate for all expenses or charges incurred by Avangate as a result of Your failure to obtain such licenses or authorizations;
- 5.1.8 not reverse engineer, decompile, reverse assemble, or attempt in any manner to discover the source code of the Products;
- 5.1.9 have no right, title or interest in any of the intellectual property in or associated with the Products or the Website, including, without limitation, patent, copyright, trademark, trade secret, know-how, ideas, technical information, user interfaces, processes, "look and feel," improvements and modifications (collectively "IP Rights"), and You acknowledge and agree that Avangate or the Vendors retain all of the IP Rights;
- 5.1.10 not export or re-export the Products; and
- 5.1.11 comply with all laws, rules and regulations applicable to the Products, including, without limitation, the restrictions, controls, customs duties, laws, rules and regulations of the territory to where delivery of the Products was ordered, or the territory where the Products are used.
- 5.2 Subject to Clause 11 (Inspection; Complaints), Clause 12 (Consumer Revocation of an Order) and Clause 13 (Refunds) of this Agreement, the remedies set forth in the EULA shall be Your sole and exclusive remedies with regard to the Products.
With respect to certain of the Products, We may provide You with an option to automatically renew the Product license or subscription. If You elect automatic renewal, each renewal term for the Products will be equal in duration to the initial term for such Products. At any time during a renewal term, You may elect to not renew the Product license or subscription for the forthcoming renewal term, in which case this Agreement with regard to such non-renewed Products shall be terminated upon the expiration of the then-current renewal term. Upon any termination of this Agreement, You shall uninstall and destroy all copies of the Products and discontinue all use of the Products, unless and only to the extent You are permitted by the EULA or applicable law to retain copies of the Products.
From time to time, Avangate or a third party engaged by Avangate may request feedback and other information from You about such topics as the Products or Your experiences with the Products ("Feedback"). Providing Avangate with Feedback is optional. By providing Feedback to Avangate, You grant Avangate a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sublicensable right to use the Feedback for any lawful purpose, including, without limitation, the right to reproduce, adapt, publish, translate, distribute, and display all or parts of the Feedback in any medium whatsoever along with Your first name and last initial, and local geographic area, as determined by Avangate in its sole discretion. Avangate may also use the Feedback in anonymous and aggregate reviews.
Legal guarantee for tangible good is 2 years. To exercise your right for a guarantee please send a written request to Avangate as per section 14. If your Product is a digital product or intangible good you are entitle to cancel your order in 15 days as per section 12 or ask for a refund as per section 13.
AS BETWEEN YOU AND AVANGATE, THE PRODUCTS ARE DELIVERED "AS IS" AND YOU USE THE PRODUCTS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AVANGATE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AVANGATE HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OF THIS AGREEMENT.
- 9.1 IN NO EVENT SHALL AVANGATE OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE OR PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF EVEN IF AVANGATE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, IF AVANGATE SHOULD BE HELD LIABLE FOR ANY DAMAGES NOTWITHSTANDING THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE ENTIRE LIABILITY OF AVANGATE (INCLUDING ITS AFFILIATES) WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE, FOR ANY REASON AND UPON ANY CAUSE OF ACTION, REGARDLESS OF THE NUMBER OF ACTIONS OR NUMBER OF LICENSED COPIES OF THE PRODUCTS (AND WHETHER BASED IN CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100.00 USD). NO CAUSE OF ACTION WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST AVANGATE OR ITS AFFILIATES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. NO OTHER LIMITATION CONTAINED IN THIS AGREEMENT SHALL LIMIT AVANGATE'S LIABILITY TO YOU, TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL SURVIVE EVEN IF ANY EXCLUSIVE OR LIMITED REMEDIES PROVIDED IN THIS AGREEMENT SHOULD FAIL OF THEIR ESSENTIAL PURPOSE.
- 9.2 You shall indemnify, defend and hold harmless Avangate and its affiliates, and each of their officers, directors, shareholders, agents, representatives, licensees and employees (each, an "Indemnified Party"), from and against any and all claims, losses, liabilities, damages, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, without limitation, court costs and reasonable attorneys' and consultancy fees), arising directly or indirectly, in whole or in part, out of: (a) any breach or threatened breach of this Agreement by You; (b) Your use of the Products; or (c) Your negligence, gross negligence or willful misconduct. An Indemnified Party may participate in the defense by counsel of its own choosing, at its own cost and expense. You shall not settle any claim that adversely affects an Indemnified Party or imposes any obligation or liability on an Indemnified Party without the Indemnified Party's prior written consent.
- 9.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE EACH INDEMNIFIED PARTY FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING VENDORS) CONCERNING THE PRODUCTS, THE WEBSITE OR THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 (AND ANY OTHER APPLICABLE LAW OR STATUTE) WHICH SUBSTANTIALLY STATES:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
10.1 In addition to and not in lieu of Avangate's other rights, Avangate may, upon written notice to You via email, suspend or cancel Your Order for delivery of the Products, use electronic self-help means to terminate Your ability to access the Products (if permitted by applicable law), or terminate this Agreement, if:
- 10.1.1 any step, process, application, filing in court, order, proceeding, notice or appointment is taken or made by or in respect of You for a moratorium, composition, compromise or arrangement with creditors, administration, liquidation, dissolution, receivership (administrative or otherwise), distress or execution;
- 10.1.2 You become insolvent or We deem You unable to pay Your debts as they come due;
- 10.1.3 anything similar to the foregoing occurs; or
- 10.1.4 You fail to comply with any terms and conditions of this Agreement or the EULA.
- 10.2 This Clause 10.2 and the following provisions will survive any termination of the Agreement: Clauses 1 (Scope), 5 (Conditions for the Products), the last sentence of Clause 6 (Automatic Renewal), 8 (Warranty Disclaimer), 9 (Limitation of Liability; Indemnification; Release), 14 (Notices), 15 (Governing Law), 16 (Disputes) and 18 (General). In addition, any provisions which by their nature contemplate effectiveness beyond the termination of this Agreement shall survive any such termination. Avangate's remedies under this Agreement are cumulative and not exclusive and are in addition to all remedies available at law or in equity.
- 11.1 Upon delivery of the Products, You should inspect the Products and verify that the Products as delivered are in accordance with Your Order, including, without limitation, verifying that no items are missing from Your Order.
- 11.2 Within fifteen (15) days after the Products are delivered, You must provide written notice to Avangate if any of the Products as delivered are not in accordance with Your Order. Such written notice shall be sent by You to Avangate as specified in Clause 14 (Notices). If delivery of such Products was made by the Vendor of the Products, You must also, within said fifteen (15) days, provide written notice to that party in accordance with the terms of the EULA.
- 12.1 IF YOU ARE A CONSUMER PURSUANT TO THE APPLICABLE LAW OF THIS AGREEMENT AS IT PERTAINS TO YOU AND YOUR ORDER, THEN IN ADDITION TO AND NOT IN LIEU OF YOUR OTHER RIGHTS UNDER THIS AGREEMENT, YOU WILL HAVE A PERIOD OF FIFTEEN (15) DAYS AFTER DELIVERY OF THE PRODUCTS DURING WHICH YOU MAY CANCEL YOUR ORDER, IN WHOLE OR IN PART, FOR ANY REASON BY SENDING WRITTEN NOTICE TO AVANGATE AS SPECIFIED IN CLAUSE 14 (NOTICES) AND RETURNING YOUR PRODUCT TO AVANGATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SAID RIGHT OF CANCELLATION SHALL NOT APPLY IF YOU HAVE BROKEN THE SEAL OF THE PRODUCT; DOWNLOADED THE PRODUCT; OR THE NATURE OF THE PRODUCT IS SUCH THAT A RETURN IS NOT FEASIBLE, WHICH FEASIBILITY SHALL BE AS DETERMINED BY AVANGATE IN ITS SOLE DISCRETION (E.G., PRODUCT WAS CUSTOMIZED FOR YOU). FOR THE AVOIDANCE OF DOUBT THIS SECTION IS NOT APPLICABLE TO SOFTWARE PRODUCTS WHERE THE SEAL WAS BROKEN BY YOU AND DIGITAL CONTENT ALREADY DOWNLOADED.
- 12.2 If You exercise Your right of cancellation pursuant to Clause 12.1, You shall, within the same period of fifteen (15) days set forth in Clause 12.1, return the relevant Products to Avangate and Avangate will thereafter refund any prior payments that You made for such returned Products. Return shipping of the relevant Products will be at Your own expense; however, Avangate will bear the return shipping expense if such Products are being returned because such Products, as delivered, are not in accordance with the Order. Any return of the relevant Products by You shall be made to the mailing address specified by Avangate in the delivery details that accompanied the Products.
- 12.3 If (a) You do not exercise Your right of cancellation pursuant to Clause 12.1 and return the Products pursuant to Clause 12.2; or (b) You exercise Your right of cancellation pursuant to Clause 12.1 but the Products as received by Avangate were damaged after they were delivered to You, Your Order shall not be deemed cancelled and You shall pay Avangate in full for the Products within thirty (30) days after You provided Avangate with Your written notice of cancellation pursuant to Clause 12.1.
- 13.1 All refund and exchange requests are managed by Avangate and are made pursuant to the Avangate Refund Policy set forth at http://www.2CO.com/refund.html, which refund policy is hereby incorporated into this Agreement by reference.
- 14.1 Any notice to Avangate that is required or permitted by this Agreement shall be in writing and shall be deemed given: (a) if sent by mail to the applicable Avangate office identified in the "Contact Us" section of the Website, five (5) Business Days after deposit in the mail, postage prepaid; (b) if sent by fax to the fax number identified in the "Contact Us" section of the Website, upon Your receipt of electronic confirmation thereof; (c) if sent by email to email@example.com, upon Avangate's receipt of the email; or (d) if sent by next day delivery service to the address identified in the "Contact Us" section of the Website, upon such delivery.
- 14.2 Any notice to You that is required by this Agreement shall be in writing and shall be deemed given: (a) if sent by email to the email address that We have in Our records for You, upon the earlier of Your receipt of the email, or two (2) Business Days after We sent the email (provided that We did not receive a message indicating that the delivery of the email was unsuccessful); (b) if sent by mail to mailing address that We have in Our records for You, five (5) Business Days after deposit in the mail, postage prepaid; (c) if sent by fax to the fax number We have in Our records for You, upon Our receipt of electronic confirmation thereof; or (d) if sent by next day delivery service to the address We have in Our records for You, upon such delivery.
- 14.3 You may submit any consumer complaints concerning Avangate to firstname.lastname@example.org, or by mail to the applicable Avangate office identified in the "Contact Us" section of the Website.
15.1 With regard to the Products You purchased from Avangate Inc.:
- 15.1.1 this Agreement shall be governed by, construed and enforced in accordance with the laws of the United States and the State of California, without giving effect to any conflict of laws provisions, and the application to this Agreement of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded;
- 15.1.2 subject to Clause 16 (Disputes), the exclusive jurisdiction and venue for all legal actions arising out of this Agreement shall be in an appropriate Northern District of California federal court sitting in San Francisco, California or in a state court sitting in San Francisco, California, and You hereby consent to the exclusive jurisdiction of such courts; and
- 15.1.2 You and Avangate Inc. expressly waive any rights to contest the jurisdiction, venue or convenience of any such federal or state court.
15.2 With regard to the Products You purchased from Avangate B.V.:
- 15.2.1 this Agreement shall be governed by, construed and enforced in accordance with the laws of The Netherlands, without giving effect to The Netherlands' conflict of laws provisions, and the application to this Agreement of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded;
- 15.2.2 subject to Clause 16 (Disputes), the exclusive jurisdiction and venue for all legal actions arising out of this Agreement shall be in an appropriate court sitting in Amsterdam, The Netherlands, and You hereby consent to the exclusive jurisdiction of such court;
- 15.2.3 You and Avangate BV expressly waive any rights to contest the jurisdiction, venue or convenience of any such court sitting in Amsterdam, The Netherlands; and
- 15.2.3 the application of Sections 6:227b, 6:227c, and Section 7:16 up to and including Section 7:24 of the Dutch Civil Code is expressly excluded with respect to non-consumer purchases.
- 15.3 You agree and acknowledge that any breach or threatened breach by You of this Agreement may cause Avangate irreparable injury for which the recovery of money damages would be inadequate. Therefore, in addition to any other remedies that may be available at law, in equity, or otherwise, Avangate shall be entitled to obtain injunctive relief against the breach or threatened breach of this Agreement, without the necessity of proving actual damages, or posting a bond, even if otherwise normally required.
16.1 With the exception of injunctive relief (which either party may seek as they deem necessary to avoid irreparable damage or preserve the status quo), any dispute between the parties arising out of or related to this Agreement shall be resolved as follows:
- 16.1.1 Upon the written request of either party, each party will appoint a designated representative whose task it will be to meet for the purpose of resolving such dispute. Each designated representative shall have the authority to reach a binding resolution of the dispute through amiable discussions, the exchange of documents, and/or meetings. The designated representatives shall negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding relating thereto.
- 16.1.2 All disputes that have not been resolved by the designated representatives within thirty (30) days after said initial written request by one of the parties to appoint a designated representative, shall be resolved by (a) the courts specified in Clause 15.1 with regard to the Products You purchased from Avangate Inc., upon the filing of an action by either party with said courts; and (b) the courts specified in Clause 15.2 with regard to the Products You purchased from Avangate B.V., upon the filing of an action by either party with said courts.
- 16.2 Notwithstanding any terms and conditions of this Agreement to the contrary, the prevailing party in any proceeding arising out of or related to this Agreement shall be entitled to recover its reasonable expenses and costs, including outside and in-house attorneys' fees, from the other party.
The Product is a "commercial item," as that term is defined in 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. §§ 227.7202-1 through § 227.7202-4, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, the Product is being licensed to all end users of the U.S. Government or any of its agencies as commercial items only and with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement and the EULA. Product manufacturer is as stated in the Order confirmation or EULA.
- 18.1 Avangate's failure or delay in the performance of any of its obligations under this Agreement shall be excused to the extent and for the duration that such failure or delay is occasioned by a force majeure event which shall include, without limitation, acts of God, acts of war, earthquakes, fires, floods, terrorism, riots, civil disorders, rebellions, labor disputes, or any circumstances beyond Avangate's reasonable control.
- 18.2 In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, which shall remain in full force and effect. Your Order and this Agreement set forth the entire understanding between You and Avangate relating to the subject matter of Your Order and this Agreement, and supersede all prior or contemporaneous negotiations, understandings, agreements, proposals and representations, written or oral, between the parties related to Your Order and this Agreement. In the event of a conflict among the terms and conditions of this Agreement and the terms and conditions of any Order, the terms and conditions of this Agreement shall prevail. You agree that the terms and conditions of any purchase order, shrinkwrap, clickwrap, browse-wrap or other documents (even if accepted by Avangate) used by You in connection with the Products or this Agreement shall be for administrative purposes only and shall have no legal force or effect, notwithstanding any language to the contrary in any such documents.
- 18.3 Avangate reserves the right to change this Agreement at any time by posting notice of the changes on the Website. You will be deemed to have been made aware of, and will be subject to, the changes to this Agreement after such notice has been posted. Your continued use of the Products, the Website, or any materials or services accessible through the Website, shall constitute Your acceptance of the changes. If You do not agree to the changes, Your sole remedy shall be to discontinue use of the Products and not place new Orders for Products. No delay or failure by Avangate in exercising or enforcing any of its rights or remedies under this Agreement, in whole or in part, and no course of dealing or performance, shall constitute a waiver by Avangate of any provision of this Agreement.
- 18.4 Your Order and this Agreement are personal to You. You shall not assign Your rights or delegate Your obligations under this Agreement, in whole or in part, without the prior written consent of Avangate. Any attempted assignment or delegation by You shall be voidable ab initio by Avangate. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
- 18.5 This Agreement shall not be construed as creating any agency, partnership or joint venture between Avangate and You.
- 18.6 The headings contained in this Agreement are intended solely for convenience of reference and are not intended to be part of or affect the meaning or interpretation of this Agreement. The words "shall," "agree" and "will" are mandatory, the word "may" is permissive, the word "or" is not exclusive, and the singular includes the plural and vice versa. "Business Day" shall mean Monday through Friday, excluding New Year's Day, Christmas Day, and other Avangate holidays. All time period references in the Agreement to "days" other than "Business Days" shall be deemed to refer to calendar days. All references to "days" or "Business Days" shall mean consecutive days or Business Days. This Agreement is executed in the English language. In the event this Agreement is translated into another language, and any inconsistency or discrepancy in meaning or interpretation results therefrom, the English language version shall prevail and control.
1. WEBSITE USE
2CO grants you a limited, nonexclusive, revocable license to access and make personal, non-commercial use of the 2CO Web Site. Further, 2CO grants you a limited, nonexclusive and revocable right to create a hyperlink to the 2CO Web Site, provided your link does not portray 2CO, its affiliates, the 2CO suppliers, or their respective goods or services in a false, misleading, derogatory, or otherwise offensive manner.
You agree that we may communicate with you electronically by way of e-mail or by posting notices on the Web Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
You agree that you are responsible for obtaining access to the Web Site, including, but not limited to any third party fees (such as Internet service provider or airtime charges) involved in obtaining access and for all equipment necessary to access the Web Site.
You may not post on or transmit through the Web Site any data, text, music, sound, photographs, graphics, video, messages or other material (“User Content”) that (i) is defamatory, unlawful, harassing, abusive, threatening, obscene, hateful, sexist, or racially or ethnically offensive; (2) constitutes a breach of any person’s privacy or publicity rights; (2i) violates any statute, regulation or ordinance; (iv) promotes software or services that deliver unsolicited mail; or (v) promotes, encourages, or facilitates terrorism or other activities that risk United States national security.
You may not upload, post, e-mail or otherwise transmit any User Content on or through the Web Site that (i) contains any viruses, Trojan horses, worms, cancel bots, time bombs, spyware or other computer programming routines that may damage or interfere with the operations of the Web Site or with other users of this Web Site, (2) is knowingly untrue, inaccurate or misleading, or (2i) interferes with the operation of the Web Site in any manner.
You further agree that you will not:
- Impersonate any person or entity, including, but not limited to, a 2CO officer, director, employee or representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted on or through the Web Site;
- Infiltrate or otherwise seek to gain unauthorized access to, or compromise the integrity of, the Web Site;
- Harvest, collect or store information about the users of this Web Site or the User Content posted by others on this Web Site or use such information for any purpose inconsistent with the purpose of this Web Site;
- Use any automated procedure to gather information or data from the Web Site by means of what is commonly called a “bot” or otherwise;
- Interfere with or disrupt the Web Site or servers or networks connected to the Web Site, or breach or attempt to breach the security of software, networks, servers, data, computers or other hardware relating to the Web Site (or that of any third party that is hosting or interfacing with any part of the Web Site);
- Create any frames at any other Web sites pertaining to or using any of the information provided through the Web Site, or promote bonus items, giveaways, random drawings, contests or prizes on the Web Site; or
- Duplicate, copy or otherwise exploit the Web Site or its contents for commercial purposes.
If you believe that a Product infringes upon your copyrighted works, please contact us using the procedure set forth at www.2checkout.com/dmca.If you notify 2CO of any book, information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, User Content and other material on the 2CO Web Site (collectively “Content”) that is allegedly infringing, defamatory, damaging, illegal, or offensive, 2CO may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such Content from the 2CO Web Site. 2CO may disclose any Content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (2) if such disclosure is necessary or appropriate to operate the 2CO Web Site; or (2i) to protect the rights or property of 2CO and its officers, directors, employees, agents, third-party content providers, 2CO Suppliers, sponsors, and licensors and any other user.
Although this Web Site may be linked to other web sites, 2CO is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked web site, unless specifically stated herein.2CO is not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their web sites. 2CO does not assume any responsibility or liability for the actions, Products, and content of any other third parties. You should carefully review the privacy statements and other conditions of use or any web site which you access through a link from this Web Site. Your linking to any other off-site pages or other web sites is at your own risk.
2. Payment Services
By using this Website or by using our Services, you agree to these Payment Terms.
Our main service is payment processing. As part of our Service, we will store information that you give us, including your Payment Instrument. We will use this information to process your payment through the appropriate Card network or bank. You may use our Service to purchase goods or services from Sellers. 2Checkout provides payment processing and payment transaction settlement services to you, as the Buyer, and to the Seller. 2Checkout does not provide you with credit. We are not a depository institution. 2Checkout is not a party to your purchase of any product or service from the Seller. 2Checkout is not a Buyer or a Seller under your transaction with the Seller. 2Checkout is an independent contractor between you and the Seller. 2Checkout cannot control the goods or services provided by the Seller. 2Checkout does not assume liability over the goods or services sold to you by the Seller.
We may conduct fraud and other background checks. We may delay the processing of Payment Transactions that appear suspicious or involve fraud or other misconduct. We may also delay the processing of Payment Transactions that are illegal or violate the Payment Terms or other 2Checkout policies.
You shall use the Service in accordance with the Agreement.
You shall provide us with an accurate and correct Payment Instrument to complete your Payment Transactions with the Seller. If you fail to provide us with an accurate Payment Instrument, then the following may occur: (1) Your Payment Transaction may be improperly executed; (2) Your Payment Transaction may be denied; (3) Your Payment Transaction or your Payment Instrument may be marked as fraudulent; (4) Your Payment Transaction may be delayed; and/or (5) Your Payment Transaction may be blocked. 2Checkout may verify with third parties all information you provide us, including your Payment Instrument.
The current payment methods available are credit or debit cards from Visa, MasterCard, American Express, Discover, JCB, Diners Club, PayPal, and Pin Debit (Non-recurring U.S.A. transactions, made in U.S.A. Dollar only). 2Checkout may add or remove payment methods without any liability to you.
2Checkout may block your Payment Transaction in its sole discretion. In addition, 2Checkout may block the transaction or refuse a Payment Transaction in the following circumstances: (1) For the security of the Payment Instrument; (2) Suspected unauthorized or fraudulent use; (3) For risks relating to 2Checkout’s legal obligations; (4) For risks relating to any Dispute, Chargeback, claim, reversal, fees, fines, or penalties; (5) For risks relating to sales of goods or services from Sellers that are on the Prohibited Products List; (6) In the event that you have exceeded our purse limits, as described below; (7) Where it would be unlawful to allow the Payment Transaction; or (8) Other circumstances where we must abide by legal obligations as a payment services provider, including our legal obligations under anti-money laundering, anti-terrorist financing, or similar related laws.
2Checkout may obtain further information about you. This information may include credit or background inquiries or other further information. We may use this information to process your Payment Transaction, verify you’re Payment Instrument, or to verify the information you provide us. You authorize us to conduct these inquiries as we deem appropriate.
We may confirm the validity of the bank or wire transfer with your financial institution. We may confirm that your Payment Instrument is in good standing with the Card-issuing bank. This confirmation may involve requesting a payment authorization or other actions. Furthermore, you shall provide 2Checkout with any further information necessary to assist 2Checkout in complying with its legal obligations, including anti-money laundering laws and/or anti-terrorist financing laws. This further information may include identification documents, passports, or other documents.
Transaction and Purse Limit
2Checkout may limit any of your transactions, series of your transactions, your total running transaction amount, or the frequency of your transactions. We maintain the right to change, suspend, or discontinue the Service, or any aspect thereof, at any time without notifying you and without liability. We may impose access restrictions or limits, or both, on features without notice and without incurring liability. We may also refuse either your or the Seller’s request to process a transaction, without notice or liability.
Payment of Fees
Absent any conditions outlined in this Payment Terms, you will not be charged for the use of the Service. However, fees, taxes, VAT, shipping, insurance, or exchange rates may be assessed based on: (1)Your agreement with the Seller at the time of purchase; (2) Your State, Province, or Country; and/or (3) The financial institution that issued your bank account or your Card; all of which 2Checkout has no control over. When a charge is assessed to complete the processing of a transaction, you authorize us to debit your Payment Instrument. You further authorize us to credit your Payment Instrument in cases where there has been a reversal, refund, or adjustment. 2Checkout is not liable for the Seller’s failure to accurately display any fees or taxes.
If you have signed up for a Recurring Payment through a Seller’s website, then you hereby consent to 2Checkout’s deducting those amounts from your Payment Instrument periodically. 2Checkout may debit your Payment Instrument to process Payment Transactions on the dates that you and the Seller have agreed. 2Checkout is not required to verify the accuracy of the amount or frequency of the Recurring Payments submitted to 2Checkout by Sellers. Exchange rates that will be used on the Payment Transaction related to a particular Recurring Payment will be determined based on the day that Recurring Payment is to be charged.
Cancellation of Recurring Payments
You may cancel a Recurring Payment by contacting the Seller. 2Checkout will not charge you for cancelling a Recurring Payment. However, you may be liable for any fees or charges owed to the Seller. 2Checkout is not liable to you for any fees that the Seller may charge you for cancelling your Recurring Payment.
Refunds request are subject to 2Checkout Refund policy that may be found here: https://www.2CO.com/refund.html as amended from time to time by us.
Nevertheless, You may request a refund for your Payment Transaction by contacting the Seller from whom you purchased the goods or services. Generally, 2Checkout follows the refund policy posted on the Seller’s website.
Notification and Investigation
You shall notify 2Checkout of errors, defective execution, unauthorized execution, or incorrect execution of your Payment Transactions as soon as you become aware of them. If you do not notify us of these transactions within six (6) months after the debit date, you will not be entitled to any redress. After you notify us of these Payment Transactions, we will carry out an investigation. You shall assist 2Checkout in this investigation by providing us with all of the information we may require from you. 2Checkout will notify you of the results of our investigation within a reasonable time after we conclude this investigation.
2Checkout Not Liable
2Checkout will not be liable for any reason in the following situations: (1) Abnormal and unforeseeable circumstances beyond our control; (2) If the situation arose because of our compliance with the law; (3) If you fail to notify 2Checkout as soon as possible, but no later than six (6) months after the debit date; or (4) If you did not have enough funds available to complete the transaction through no fault of ours.
You will be liable for all unauthorized transactions if you acted fraudulently, intentionally, with gross negligence, or if you failed to comply with your obligations regarding the security of your information.
If you have any problems or concerns, please contact our Customer Service Department. If a Dispute arises between a Buyer and a Seller, 2Checkout may provide reasonable assistance to help resolve the Dispute. However, 2Checkout is not liable to you with respect to these Disputes. You agree to release 2Checkout from all claims, demands, or damages arising from or connected with these Disputes.
The Payment Terms do not affect any rights, claims, or defenses you may have regarding a Payment Transaction under your Card issuer agreement, the Card Association rules, or any applicable law.
You are solely responsible for the payment of all taxes incurred in your use of the Service. You are solely responsible for educating yourself and obeying all laws and regulations pertaining to your use of the Service.
2Checkout is not responsible for the quality, accuracy, soundness, condition, or legality of any product or service sold using the Service. 2Checkout is not responsible for the truthfulness or accuracy of any description or of any other information on the products or services that are displayed, distributed, purchased, or sold through the Service.
2Checkout is neither a Buyer nor Seller for any of the goods that you purchase from Sellers. 2Checkout is not responsible for your ability to purchase products or for the ability of Sellers to deliver products to you. 2Checkout is not responsible or liable for any errors or omissions in the information on the Service or in the Service itself. 2Checkout may, in its sole discretion, correct, modify, remove, or refuse to post content on its Service that is erroneous, illegal, fraudulent, objectionable, or otherwise in violation of the Payment Terms. 2Checkout is not liable for errors or omissions in any of these corrections, modifications, removals, or refusals to post.
All Products sold via the Website and Services are subject to the Delivery Policy that can be found here: https://www.2checkout.com/policies/delivery-summary as amended from time to time by us.
2Checkout - according to the details mentioned on the www.2checkout.com and www.avangate.com website Contact sectionWe do not warrant that the Service will be uninterrupted, not delayed, or free from error. 2Checkout will not be held responsible for interruptions in Service. 2Checkout is not liable for failures or delays caused by matters beyond its reasonable control. These matters include government acts or restrictions, acts of terrorism, fires, floods, earthquakes, hurricanes or other natural disasters or acts of God, wars, riots, strikes, network, server or power disturbances or failures, software glitches, internet disturbances, labor disputes or unrest, or intellectual property disputes. Your use of the Service is at our discretion. We may suspend or limit your use at any time. Your rights and obligations under the Payment Terms will not be affected by any suspension or limitation of your use.
If you are not a Buyer, then the following modification of the Payment Terms apply to you:
- We may point to the use of your Payment Instrument as sufficient proof that you have authorized the Payment Transaction, that you have acted fraudulently, or that you have failed to fulfill your security obligations with respect to your Account. The use of your Account information, Payment Instrument, or payment device will be taken as proper authorization in all circumstances.
- You are liable for all losses incurred as a result of unauthorized Payment Transactions resulting from the use of your Account or as a result of your failure to keep the security features of your Account from misappropriation.
- You shall not revoke a Payment Transaction after we have already received it or after you have already transmitted it.
- You have thirty (30) days after the debit date to notify 2Checkout of errors, defective execution, or unauthorized or incorrectly executed Payment Transactions as required under Section 6 “Errors and Defective Execution and Unauthorized Transactions.” 2Checkout is not responsible for errors, defective execution, or unauthorized or incorrectly executed transactions if you fail to notify 2Checkout within thirty (30) days of the debit date.
You represent that you are of legal age to enter into this legally binding Agreement. You also represent that you are capable of entering into this legally binding Agreement with 2Checkout.
If you are a corporate entity, you represent that you are authorized to do business in the countries in which you operate. You also represent that the persons within your organization or your agents who access this Service are authorized to do so. You agree that these persons are authorized to legally bind the corporate entity to the Payment Terms. You agree that these persons are authorized to bind the corporate entity to any transaction that may be conducted under your Account.
No Third Party Reliance
Unless otherwise stated herein, the Payment Terms are for the benefit of 2Checkout and the Buyer. The Payment Terms do not create any rights or remedies in any other person or entity. There are no third party beneficiaries under this Agreement.
If any provision of the Payment Terms is held to be invalid, illegal, or unenforceable, then the remaining provisions of the Agreement remain in full force. Notwithstanding anything in this Agreement to the contrary, Section 7 on “Information About Transactions,” Section 8 on “Disputes,” Section 9 on “Taxes and Regulatory Requirements,” Section 10 on “No Product Endorsements,” Section 11 on “Indemnification,” Section 12 on “Warranty Disclaimer,” Section 13 on “Limitations of Liability,” Section 14 on “Service Disruption,” and Section 15 on “Governing Law, Jurisdiction, and Time Limits” must survive the termination or expiration of the Payment Terms.
Successors and Assigns
The Payment Terms benefit and bind 2Checkout, its successors, and its assigns. The Agreement also binds and benefits you and your heirs, executors, administrators, successors, and personal representatives, and all persons you represent and their respective successors, assigns, and related persons.
You and the persons you represent shall not assign the Payment Terms or your rights and obligations under it without the express prior written consent of 2Checkout. We may withhold this consent in our sole discretion. 2Checkout may assign the Payment Terms and our rights and obligations under it without your consent or the consent of any persons you represent.
2Checkout’s failure to enforce the Payment Terms will not be a waiver. Our failure to enforce any provision of the Payment Terms will not be a waiver of 2Checkout’s right to act on subsequent breaches or similar breaches. 2Checkout’s failure to enforce any provision of the Payment Terms will not be a waiver of 2Checkout’s right to enforce that provision.
Headings contained in the Payment Terms are for reference and convenience purposes only. They do not limit or change the meaning or interpretation of the terms in the Agreement.
The Payment Terms constitute the entire agreement between 2Checkout and the Buyer.
2Checkout, us, we, or our mean 2Checkout.com, Inc., its affiliates, subsidiaries and agents, and their respective employees, suppliers, contractors, directors, officers, shareholders, third-party content providers, sponsors, and licensors.
Agreement or Payment Terms means this agreement including all of its exhibits, appendixes, and other agreements incorporated by reference.
Account means your account at 2Checkout consisting of the information you submitted to us to complete your Payment Transaction.
Business Day means a business day or any day on which 2Checkout is open for business as required to carry out a Payment Transaction.
Card means credit or debit card issued by a financial institution participating in a Card Association.
Card Association means VISA, MasterCard, American Express, Discover, JCB, or any other credit card or debit card brand accepted by 2Checkout.
Chargeback means the demand to reverse a transaction and refund of the full purchase price for the goods or services to the cardholder.
Consumer means an individual who, in contracts for payment services, is acting for purposes other than a trade, business, or profession.
Currency Conversion Fee means fee charged by 2Checkout for the use of more than one currency in making a Payment Transaction.
Dispute means an action by the Buyer or the Card-issuing bank to dispute validity of the purchase of a product or service from the Seller. Dispute may include the initiation of a Chargeback or other actions by the Buyer or the Card-issuing bank regarding that purchase. Dispute also includes any complaint by the Buyer over a purchase of goods or services from the Seller.
Payment Instrument means the Card or Paypal Account information you provide to 2Checkout during your Payment Transaction, including your name, Card or Account number, security code, PIN, billing information, invoice number, etc.
Payment Transaction means an instruction requesting the execution of a payment to a Seller using our Services.
Recurring Payment means a Payment Transaction that you have authorized in advance to be processed multiple times for some time in the future. Recurring Payments may include subscriptions, pre-approved payments, or automatic payments.
Service means all services offered by 2Checkout, both online and offline, and utilized by the Buyer and the Seller. Service includes payment processing, customer service, fraud protection, and other e-commerce services. The Service also includes the Website.
Seller means an individual or entity that sells goods or services to Buyers, uses 2Checkout Services, and accepts 2Checkout as a means of payment.
You, your, Purchaser, or Buyer means each entity or individual that uses 2Checkout Services to purchase goods or services from a Seller.
3. Payment Services
You are liable for any losses, expenses, or costs, arising from your: (1) use of the Service; (2) failure to comply with the Payment Terms; (3) negligence, actions, or omissions; (4) violation or alleged violation of any law; or (5) violation or alleged violation of the rights of a third party. You shall defend and hold 2Checkout harmless from any claim or demand arising from them.
THIS WEB SITE, AND THE INFORMATION AND ANY CONTENT CONTAINED HEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, 2CO AND ITS AFFILIATES, SUBSIDIARIES, AGENTS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, OFFICERS, AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (I) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, INTEGRATION, APPROPRIATENESS, RELIABILITY, COMPLETENESS OR TIMELINESS, USEFULNESS, ARISING FROM TRADE USAGE OR COURSE OF DEALING OR COURSE OF PERFORMANCE, OR OTHERWISE OF THIS WEB SITE OR THE SITE CONTENT THEREON; (2) ANY WARRANTY THAT THIS WEB SITE AND 2CO’s OTHER WEB SITES WILL BE SECURE, UNINTERRUPTED, NOT DELAYED OR SUSPENDED, UNCHANGED OR ERROR FREE; AND (2I) THE IMPLIED WARRANTIES OF QUIET ENJOYMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR LICENSEE’S PURPOSE, TITLE, INFORMATIONAL CONTENT, NONINTERFERENCE AND NONINFRINGEMENT. 2CO MAKES NO REPRESENTATIONS THAT THE MATERIALS CONTAINED WITHIN THIS WEB SITE ARE APPROPRIATE FOR LOCATIONS OUTSIDE THE UNITED STATES. IF YOU USE THIS WEB SITE FROM LOCATIONS OUTSIDE THE UNITED STATES, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL APPLICABLE LOCAL LAWS OF THE JURISDICTION FROM WHICH YOU ACCESS THIS WEB SITE, INCLUDING WITHOUT LIMITATION, THE EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.
THIS SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS, IMPLIED, OR OTHERWISE. WITHOUT LIMITATION OF THE FOREGOING, 2CHECKOUT SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING THE FOLLOWING. FIRST, WE DISCLAIM ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, INTEGRATION, APPROPRIATENESS, RELIABILITY, COMPLETENESS, TIMELINESS, OR USEFULNESS, ARISING FROM TRADE USAGE OR COURSE OF DEALING OR COURSE OF PERFORMANCE OR OTHERWISE, OF THIS SERVICE. SECOND, WE DISCLAIM ANY WARRANTY THAT THE SERVICE WILL BE SECURE, UNINTERRUPTED, NOT DELAYED OR SUSPENDED, UNCHANGED OR ERROR FREE OR THAT WE WILL CORRECT ANY DEFECTS THAT ARE FOUND. THIRD, WE DISCLAIM THE IMPLIED WARRANTIES OF QUIET ENJOYMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR LICENSEE’S PURPOSE, TITLE, INFORMATIONAL CONTENT, NONINTERFERENCE, AND NONINFRINGEMENT.
ANY MATERIAL THAT YOU DOWNLOAD IN CONNECTION WITH 2CHECKOUT’S SERVICES IS DONE ENTIRELY AT YOUR OWN RISK. ANY DAMAGES, INCLUDING THOSE TO YOUR COMPUTER SYSTEM OR RELATED TO DATA LOSS, ARE YOUR RESPONSIBILITY.
2CHECKOUT MAKES NO REPRESENTATIONS THAT THE MATERIALS CONTAINED WITHIN THIS SERVICE ARE APPROPRIATE FOR LOCATIONS OUTSIDE OF THE UNITED STATES. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS OF THE LOCATION FROM WHICH YOU ACCESS THE SERVICE.
THE PAYMENT TERMS DO NOT AFFECT THOSE STATUTORY RIGHTS THAT YOU ARE ENTITLED TO AS A CONSUMER AND THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE.
YOUR USE IS AT YOUR OWN RISK AND NONE OF THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING OR OPERATING THIS WEB SITE IS LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING LEGAL FEES, EXPERT FEES, OR OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, (1) THROUGH THE ACCESS TO, USE OF, OR BROWSING OF THIS WEB SITE OR (2) THROUGH YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THIS WEB SITE, INCLUDING BUT NOT LIMITED TO ANYTHING CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OR ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS.
Notwithstanding the fact that 2CO or other parties involved in creating, producing, or delivering this Web Site may monitor or review transmissions, postings, discussions, or chats, 2CO and all parties involved in creating, producing, delivering or operating this Web Site, assume no responsibility or liability which may arise from the content thereof, including but not limited to claims for defamation, libel, slander, obscenity, pornography, profanity, or misrepresentation.
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. WE ARE NOT LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES. WE ARE NOT LIABLE FOR DAMAGES, LOSSES, COSTS, OR EXPENSES THAT ARISE DIRECTLY OR INDIRECTLY. WE ARE NOT LIABLE FOR DAMAGES, LOSSES, COSTS, OR EXPENSES THAT ARISE THROUGH THE ACCESS TO, USE OF, OR BROWSING OF THE SERVICE. WE ARE NOT LIABLE FOR DAMAGES, LOSSES, COSTS, OR EXPENSES THAT ARISE THROUGH YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SERVICE, INCLUDING ANYTHING CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OR ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS. LOSSES INCLUDE BUT ARE NOT LIMITED TO LOSS OF PROFIT, GOODWILL, BUSINESS REPUTATION, OR DATA. COSTS INCLUDE BUT ARE NOT LIMITED TO THE COST OF PROCURING SUBSTITUTE SERVICES. EXPENSES INCLUDE BUT ARE NOT LIMITED TO LEGAL FEES, EXPERT FEES, OR OTHER DISBURSEMENT.
IN ADDITION TO THE ABOVE, WE ARE NOT LIABLE TO YOU FOR ANY OTHER LOSS OR DAMAGE INCURRED BY YOU, INCLUDING THOSE THAT RESULT FROM THE FOLLOWING. FIRST, WE ARE NOT LIABLE FOR DAMAGES, LOSSES, COSTS, OR EXPENSES DUE TO YOUR RELIANCE UPON THE ACCURACY, COMPLETENESS OR EXISTENCE OF ANY ADVERTISING ON THE WEBSITE OR ANY TRANSACTION YOU HAVE HAD WITH A WEBSITE ADVERTISER OR SPONSOR. SECOND, WE ARE NOT LIABLE FOR DAMAGES, LOSSES, COSTS, OR EXPENSES DUE TO ANY CHANGES 2CHECKOUT MAY HAVE MADE TO THE SERVICES. THIRD, WE ARE NOT LIABLE FOR ANY CESSATION IN THE SERVICES OR FEATURES THEREOF. FOURTH, WE ARE NOT LIABLE FOR DAMAGES, LOSSES, COSTS, OR EXPENSES DUE TO THE DELETION OR CORRUPTION OF DATA MAINTAINED IN OR TRANSMITTED BY THE SERVICES. FIFTH, WE ARE NOT LIABLE FOR DAMAGES, LOSSES, COSTS, OR EXPENSES DUE TO YOUR FAILURE TO GIVE US ACCURATE INFORMATION ABOUT YOUR ACCOUNT OR TO KEEP YOUR ACCOUNT INFORMATION CONFIDENTIAL AND SECURE.
OUR LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET FEES WE RECEIVE FROM YOUR PAYMENT TRANSACTIONS DURING THE THREE MONTH PERIOD PRECEDING THE DATE YOU FILE YOUR CLAIM.
THESE LIMITATIONS OF LIABILITY PROVISIONS APPLY IRRESPECTIVE OF WHETHER 2CHECKOUT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THAT THOSE LOSSES COULD ARISE. THESE LIMITATIONS APPLY EVEN IF THERE HAS BEEN A FAILURE OF ESSENTIAL PURPOSE OR OF ANY LIMITED REMEDY.
THE PAYMENT TERMS DO NOT EXCLUDE OR LIMIT 2CHECKOUT’S LIABILITY FOR LOSSES, COSTS, OR EXPENSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
IF YOU USE THIS WEB SITE FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU AGREE TO BE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL APPLICABLE LOCAL LAWS OF THE JURISDICTION FROM WHICH YOU USE THIS WEB SITE.
You shall bring any claim or cause of action relating to this Website, the Payment Terms, or the Services of 2Checkout within one (1) year of the date the cause of action arose. Otherwise, your cause of action will be waived and time barred.