1. 1.1 These terms and conditions create a contract ("Agreement") between you, the buyer, (with references to "you" or "your" being construed accordingly) and 2Checkout and govern your use of the 2Checkout services ("Services") through which you can buy, get, licence, rent or subscribe to a Product (as defined below).
2. 1.2 2Checkout is a "Merchant of Record" and authorised reseller or distributor of the Products. This means that we purchase or license the Products from the Vendor (as defined below) and then you purchase the Products or a sub-license to use the Products from us. We are therefore responsible for fulfilling your order.
3. 1.3 Please read this Agreement carefully. By placing an order with 2Checkout, you accept and agree to this Agreement and any other applicable terms and conditions, policies or disclaimers referenced in this Agreement or otherwise provided by the Vendor in respect of the Product, including any applicable Vendor end user license agreement or any other additional terms (including terms of use or other license terms) and conditions delivered with, included in, or presented in connection with the Product (collectively, the "EULA").
4. 1.4 If you are a Consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in this Agreement affects your rights as a Consumer to rely on such mandatory provisions of local law.

1. "Consumer": means a person who enters into a legal transaction for purposes that predominantly are outside his trade, business, or profession;
2. "Digital Content": means data which are produced and supplied in digital form;
3. "Products": means a Vendor's software, digital product(s),or other Digital Content (including any licence rights and service use rights to such digital content) being sold on the Website under the terms of this Agreement and the EULA;
4. "Subscription": means Products supplied on a subscription basis;
5. "Vendors": means suppliers and developers of the Products; and
6. "Website": means the website or commerce solution where this Agreement appears.

1. 3.1 Your privacy is important to us. We use certain information that we collect from you to operate and provide our Services. Our privacy policy is incorporated into this Agreement by reference. By submitting your personal information to us, you consent to such information being processed in accordance with our privacy policy.
2. 3.2 Please click here to read our privacy policy as it describes the types of data we collect from you and how we use your data.

1. 4.1 By acquiring a Product via our services, including where you place an order by clicking or activating the appropriate button or hyperlink on the Website, you make a legally binding offer to enter into a contract with 2Checkout to buy the Product subject to the terms of this Agreement ("Order").
2. 4.2 2Checkout accepts your Order only when we have (a) received approval of your payment by your chosen payment method; and (b) made the Product available to you. Any system-generated Order confirmation email received is an acknowledgement of our receipt of your offer only and is not an acceptance by us of your Order.
3. 4.3 2Checkout may refuse or reject your Order, if:
   • (a) we are unable to obtain payment authorisation from the issuer of your chosen payment method;
   • (b) we are otherwise unable to process or fulfil your Order (for example, because a Product is unavailable from the Vendor).
   When this happens, 2Checkout will notify you as soon as possible and in any event within 15 days and promptly refund any sums you have paid for the Products included in that Order.
4. 4.4 By placing an Order, you agree to 2Checkout's use of electronic communications (which includes email) relating to your Order including the electronic delivery of notices, policies, and records of the Order to you, the use of electronic signatures, and our receipt of notices and other documents from you. Your agreement and intent to use electronic records and signatures applies to all Orders you make via the Services. If you do not wish to use electronic records and signatures, do not use the Services. You may have a legal right to receive certain information from us in writing. You agree that we may use e-mail and other electronic means to provide you with such information as well as for other communications. To access and retain this information, you will need to provide us with an active e-mail account, and you must have an Internet-connected device that is capable of receiving HTML e-mails and a method of storing or printing those e-mails. You may have a legal right to receive paper copies of certain notices. To receive such copies, contact us at support@2checkout.com. To update your contact information, go to https://secure.2co.com/myaccount/. You confirm that you have the ability to access and retain e-mails.
5. 4.5 2Checkout may keep relevant records of Orders received, including communications and acknowledgements, as permitted or required by law.

1. 5.1 By placing an Order, you confirm that you have the legal capacity to contract in the state or country of your residence, including that you are of the age required to contract in that place for the Product you are ordering. If you are placing an Order on behalf of a third party, you confirm that you have the authority to act on that party's behalf to bind them to this Agreement.
2. 5.2 You confirm that all information provided by you when placing an Order (including your name, email address and payment information) is current, complete, and accurate so as to allow 2Checkout to fulfil your Order. You will promptly update such information to keep it complete and accurate, so that we can complete your Orders and contact you as needed in connection with your Orders.
3. 5.3 You will not use the Products or Services for any purpose that is unlawful or prohibited by this Agreement or the EULA. You must not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Except as permitted by applicable law, you may not commercially distribute, publish, license, or sell any Products obtained from the Services.
4. 5.4 Products are for your use only. You must not re-sell them to any person or make them available for use by any person other than your personnel or (if you are not a Consumer) affiliated companies.

1. 6.1 To manage your Order (including any Subscriptions (as defined below)) to the Products, you may access the portal made available to you by 2Checkout called "MyAccount". You may also update your information (including any payment information) on MyAccount.
2. 6.2 You will ensure that all account information you provide to us in relation to your MyAccount is current, complete, and accurate, and must inform us of any changes to the information you have provided. 2Checkout will not be responsible if you do not receive, or are unable to use, the Product because you have failed to provide current, complete, and accurate information, including on MyAccount. You can access your information at https://secure.2co.com/myaccount/.
3. 6.3 Your use of your MyAccount is strictly personal to you. You must keep your MyAccount information and password confidential and, to the extent permitted by applicable law, you will be responsible for all activity that occurs under your MyAccount, except when such activity results from our breach of our contractual and legal security obligations.
4. 6.4 You shall immediately notify us by email to support@2checkout.com if you become aware of or suspect any unauthorized use of your account credentials, or any other breach of security.

1. 7.1 The Services may allow you to purchase access to a Subscription. For such Subscriptions, provided that automatic renewals are allowed in your country, region, province, territory or state, we may provide you with an option to automatically renew the Subscription at the end of a fixed initial period. If you elect to automatically renew your Subscription, we will notify you of the terms of such automatic renewals (including amount of recurring charges and intervals for payment) during the Order process and in any event before we have made the Product available to you and we will confirm this information to you in writing after we've accepted your Order.
2. 7.2 Subject to applicable law, 2Checkout will be responsible for payment, billing, and cancellation rights of any Subscription, so in the event of any inconsistency between those provisions in this Agreement and any EULA, the provisions in this Agreement will apply.
3. 7.3 When you make a purchase for a Subscription, you acknowledge and agree that you are authorizing recurring payment, and payments shall be made to 2Checkout by the method you have chosen at the recurring intervals chosen by you, until the Subscription is terminated by you or by 2Checkout or otherwise in accordance with this Agreement. We will bill your chosen payment method for the renewal of your Subscription.
4. 7.4 You may cancel the Subscription at any time prior to the renewal date of the Subscription to avoid being billed for the forthcoming renewal term of your Subscription, in which case the Subscription shall be terminated upon the expiration of the then-current term. If you cancel a Subscription after the renewal date of the then-current term, you accept that, subject to Section 8 below (and any other cancellation rights you are entitled to as a Consumer under applicable law, including as set out in this Section 7.4) you will be charged for that renewal term and we will fulfil the Subscription through the end of this term only. If you are a Consumer in Germany, where any Subscription renewal term is for a period which is longer than one month (for example, an annual subscription), you will be entitled to cancel your Subscription during any such renewal term at any time on one month's notice and will be eligible to receive a prorated refund from us for an amount which is in proportion to what is provided until the date on which your cancellation becomes effective.
5. 7.5 We will notify you when and how you can end a Subscription during the Order process and in any event before we have made the Product available to you and we will confirm this information to you in writing after we have accepted your Order as well as in each reminder notice in accordance with Section 7.6 below. To manage or cancel your Subscription, you can also go to your MyAccount or without signing into your MyAccount account at https://secure.2co.com/myaccount/. If you cancel or terminate your Subscription, we will send you confirmation the date and time of our receipt of your cancellation immediately and the effective date of the termination or cancellation.
6. 7.6 Where you are a Consumer, we will send you a reminder notice by email ("Reminder Notice") relating to any Subscription at the following intervals:
   • (a) if applicable, at a reasonable time (but in any event no less than 3 days and no more than 21 days) prior to the date payment is due for the first Subscription term following expiry of any initial trial period (meaning any initial free or discounted period of the Subscription); and/or
   • (b) every six months, where renewal payments under the Subscription are made six monthly or more frequently (to the extent permitted under applicable law), at a reasonable time (but in any event no less than 5 working days) prior to the date the last renewal payment is due before the expiry of each six-month period; or
   • (c) where renewal payments are made less frequently than six monthly (to the extent permitted under applicable law), at a reasonable time (but in any event no less than 5 working days) prior to the date each renewal payment becomes due.
   Where renewal payments are made every 12 months or less frequently (to the extent permitted under applicable law), we will send you at least one additional reminder notice by email at an earlier, reasonable time (but in any event no less than 15 days) prior to the date each renewal payment becomes due.
7. 7.7 Each Reminder Notice will set out all legally required information, including but not limited to:
   • (a) the date on which you will become liable for the renewal payment to which the Reminder Notice relates (unless you cancel the Subscription);
   • (b) the amount of the previous renewal payment for the Subscription;
   • (c) the minimum total amount you will be liable for if you do not cancel the Subscription;
   • (d) the date on which you will become liable for the next renewal payment; and
   • (e) when and how you can end your Subscription before you will become liable for the renewal payment to which the Reminder Notice relates.
8. 7.8 We will notify you in advance prior to any change in the amount to be charged for recurring Subscriptions and seek your consent to continue. If you do not consent with the new charges, you should terminate your Subscription in accordance with Section 7.4 above. You will be charged for Subscriptions on the day the Subscription period renews. To the extent permitted under applicable law, subscription fees are generally billed or charged in advance of the applicable Subscription period.
9. 7.9 Certain Subscriptions may offer a free trial before charging you. We will notify you during the Order process if this is the case setting out the date of expiry of the trial period and all other legally required information (including but not limited to the minimum total amount you will be liable for if you do not cancel the Subscription; the date on which you will become liable for the such payment; and when and how you can end your Subscription before you will become liable for such payment). If you decide to cancel a Subscription before we start charging your payment method, you must cancel the Subscription before the expiration of the trial period to avoid incurring new charges, unless we notify you otherwise. Subject to Section 8 below, If you do not cancel at the end of the trial period, you authorize us to charge your payment method for the Subscription.
10. 7.10 If we cannot charge your payment method for any reason that you are responsible for (such as out of date payment information or insufficient funds), and you have not cancelled your Subscription, you remain responsible for any uncollected amounts. We reserve the right to cancel your Subscription and to collect any fees permitted by applicable law, if we are unable to successfully charge your payment method to renew your Subscription.

9.1 Payment shall be made by you via the payment method selected during your Order completion process on the Website.

9.2 By providing 2Checkout with a payment method, you: (a) agree that you are authorized to use the payment method that you provide and that any payment information you provide is current, complete, and accurate; and (b) authorize 2Checkout to charge you for any Products you purchase.

9.3 When you place your Order, 2Checkout will charge your chosen payment method for the total price of your Order (including any applicable taxes). We may bill you (a) at the time of purchase; (b) shortly after purchase; or (c) subject to applicable law, on a recurring basis for Subscriptions. For Subscriptions, we may charge you up to the amount you have agreed to pay. For more information about recurring billing for Subscriptions, please see Section 7 above.

9.4 You are responsible for paying any applicable taxes according to your tax jurisdiction. Unless stated otherwise, all prices shown on the Website include taxes that may apply to your Order (including VAT).

9.5 Prices of Products are subject to change at any time and without notice. The prices payable for the Products are those prices specified on the Website at the time of our Acceptance of your Order and are in the currency indicated on the Website.

9.6 If there is an obvious error in the price indicated on the Website or otherwise communicated to you, 2Checkout reserves the right to either (a) cancel your Order and refund you for the amount paid; or (b) contact you with alternative options.

1. 10.1 Products may be subject to customs and export control laws and regulations. You declare that you will comply with all applicable international and national laws and regulations, including but not limited to laws and regulations that place restrictions on the destinations, user, and end use of the Products.
2. 10.2 You agree that you will not export, re-export, or transfer any Products (including Digital Content) that you have purchased using the Services to any country, individual, corporation, organisation, or entity to which such export is restricted or prohibited by law.
3. 10.3 You agree that you will not purchase or use any Products offered for sale on the Website if any applicable laws in your country prohibit you from doing so for any reason.

1. 11.1 This Section applies in addition to any statutory withdrawal rights you may have as a consumer, and does not affect these rights in any way. You can find information on your statutory withdrawal right and how to exercise it at Section 8 above and here.
2. 11.2 Refunds are provided at the sole discretion of 2Checkout and on a case-by-case basis and may be refused. Refund requests are managed by 2Checkout and are made pursuant to the 2Checkout Refund Policy, which is hereby incorporated into this Agreement by reference. Please see our Refund Policy here: https://www.2checkout.com/legal/refund/.

3. 11.3 If you have questions about your Order, please contact us:

   1. by email at support@2checkout.com;
   2. by phone at +31 880 000 008; or
   3. by accessing your MyAccount.

• 12.1 Where any Product supplied is, or includes, Digital Content, these are licensed, and not sold, to you by the relevant Vendor (irrespective of any use of the words "purchase," "sale," "reseller" or similar terms in this Agreement or on the Website). Where any Product involves the purchase of a right to use a service, such as with a warranty, software-as-a-service, or a digital admission for an offering operated and provided by a Vendor or another third party, we sell you an intangible right to access, use, or participate in that third party service for a specified period of time. We are not the operator of such service and make no representations or guarantees as to the availability of that service.
• 12.2 Your right to access or use the Products is subject to your compliance with this Agreement and with any applicable EULA. You will be required to agree to the EULA before you purchase, download, install, or use the Products. Carefully read the EULA prior to completing your Order and do not complete the Order if you do not agree to its terms.

• 12.3 Except where permitted by applicable law or by the EULA, you will not:

  • (a) circumvent or bypass any technological protection measures in or relating to the Product;
  • (b) disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Product;
  • (c) separate components of the Product for use on different devices;
  • (d) publish, copy, rent, lease, sell, export, import, distribute, or lend the Product, unless expressly authorized by us to do so;
  • (e) use the Product in any unauthorized way that could interfere with anyone else's use of it or to gain access to any service, data, account, or network;
• 12.4 Please contact us using the details provided at Section 11.3 above to request a copy of any applicable EULA (including any warranty) for your Product, which we will provide at no additional cost.

1. 13.1 If you are a Consumer you may have rights in relation to the Products that cannot be excluded or limited under law, such as statutory consumer protection laws; the limitations set out in this section are not intended to affect these rights. Any commercial warranties offered by the Vendor of Products are in addition to these mandatory consumer rights and do not replace or limit these rights. Your country or region has consumer protection groups or agencies that offer Websites and other information which you may find helpful to understand your rights as a Consumer.
2. 13.2 Software and computer and telecommunications systems are not fault-free and occasional periods of downtime can occur. We cannot guarantee your use of the Products or Services will be uninterrupted, timely, secure or error-free or free from corruption, attack, viruses, interference, hacking or other security intrusion and 2Checkout excludes any liability relating thereto.
3. 13.3 When you purchase a Product you may be eligible for any warranties made by the relevant Vendor of the Product ("Vendor Warranties"). Vendor Warranties may include, for example, warranties that the Products are: (i) free from defects; (ii) fit for any purpose presented to you or for which the Product are generally used; (iii) of any viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code; and (iv) that your exercise of any of the licenses granted to the Products will infringe or misappropriate any intellectual property right of any third party.
4. 13.4 For details of any Vendor Warranty applicable to your purchased Products, and details on how to resolve issues that are covered by those Vendor Warranties, you are advised to refer to the relevant documentation supplied with the Product (including the EULA). Please read this information before you purchase the Product. If there is a breach of a Vendor Warranty you should contact the Vendor to request a remedy. 2Checkout will, if you request, provide commercially reasonable assistance to procure that the Vendor remedies any breach of the Vendor Warranties, but will not otherwise have any liability to you in relation to the Vendor Warranties including if the Vendor fails to provide an adequate remedy despite our efforts to secure one.

5. 13.5 You acknowledge that 2Checkout is a reseller and is not the manufacturer or original licensor or supplier of the Products. Except as set out in paragraphs 13.3 and 13.4 above and except where required by applicable law:

   • (a) the Products and Services are provided "as is" by 2Checkout; and
   • (b) 2Checkout makes no warranty, representation or guarantee of any kind (whether express, implied by law or otherwise) in relation to the Products or Services, including as to the Products' or Services' quality, merchantability, fitness for a specific purpose, performance, correspondence with description, software installation, configuration, error or defect correction, or infringement of third-party rights or standards.

1. 14.1 NOTHING IN THIS SECTION 14 (LIMITATION OF LIABILITY) OR IN THIS AGREEMENT GENERALLY SHALL EXCLUDE OR LIMIT ANY MANDATORY CONSUMER PROTECTIONS THAT ARE AVAILABLE TO YOU IN YOUR TERRITORY OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW. FURTHER, NOTHING IN THESE CONDITIONS LIMITS OR EXCLUDES OUR RESPONSIBILITY FOR FRAUDULENT REPRESENTATIONS MADE BY US OR FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR WILFUL MISCONDUCT.
2. 14.2 SUBJECT TO SECTION 14.1, 2CHECKOUT WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
3. 14.3 SUBJECT TO SECTION 14.1, 2CHECKOUT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PURCHASE AND SALE OF A PRODUCT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR SUCH PRODUCT.
4. 14.4 2CHECKOUT IS NOT RESPONSIBLE OR LIABLE FOR ANY FAILURE TO PERFORM OR DELAY IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT IF THE FAILURE OR DELAY IS CAUSED BY CIRCUMSTANCES BEYOND 2CHECKOUT'S OR A VENDOR'S REASONABLE CONTROL (SUCH AS FORCE MAJEURE, THIRD PARTY LABOUR DISPUTES, ACTS OF GOD, WAR OR TERRORIST ACTIVITY, MALICIOUS DAMAGE, ACCIDENTS OR COMPLIANCE WITH ANY APPLICABLE LAW OR GOVERNMENT ORDER) OR LOSSES ARISING OUT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. 2CHECKOUT WILL USE REASONABLE ENDEAVOURS TO MINIMIZE THE EFFECTS OF ANY OF THESE EVENTS AND TO PERFORM THE OBLIGATIONS THAT AREN'T AFFECTED.

16.1 From time to time, 2Checkout or a third party engaged by 2Checkout may request feedback and other information from you about such topics as the Products or your experiences with the Products ("Feedback"). Providing 2Checkout with Feedback is optional.

16.2 If you choose to provide Feedback to 2Checkout (including feedback, ratings, and suggestions), you must only comment on Products and Services that you have actually used or purchased. By providing 2Checkout with Feedback you agree to cooperate with any reasonable checks that we may decide to use to confirm that you have used or purchased the Product or Service.

16.3 2Checkout does not claim ownership of the Feedback. However, by providing Feedback, you grant 2Checkout the right to use, modify, adapt, reproduce, create derivative works from, translate, edit, perform, distribute, and display your Feedback, including your name (first name and last initial), in any media, including on our Websites, social networks or in advertising materials, for advertising or promotional purposes, for the entire world and for the duration of the intellectual property rights.

16.4 2Checkout has no obligation to compensate you for use of your Feedback. 2Checkout is under no obligation to post or use any Feedback and 2Checkout may remove any Feedback at any time and in our sole discretion.

1. 17.1 Changes to the Agreement.

   2Checkout may make changes to the Agreement from time to time. Where we make a significant change to this Agreement we will provide reasonable advance notice to you. The Agreement in force at the time of conclusion of an Order will govern your Order and serve as the contract between us and you. we recommend that you save or print a copy of the Agreement for future reference when you complete an Order. Completing an Order or using the Services after such changes become effective means you agree to the new terms of the Agreement. If you do not agree to the new terms, you must not place new Orders for Products.

2. 17.2 Termination of use or Access.

   We may, by providing written notice to you (including by email), suspend or cancel your Order for the Products, terminate your ability to access the Products (if permitted by applicable law), block your use of your MyAccount or terminate this Agreement if you are in breach of this Agreement, terms of the EULA or applicable laws. We may also claim damages from you in these circumstances.

3. 17.3 Assignment & Transfer.

   We may assign, transfer, or otherwise dispose of any of our rights or obligations under this Agreement, in whole or in part, to any other person you. we will give you notice in writing if we transfer our obligations to another person. You may not assign or transfer your rights under this Agreement without our prior permission.

4. 17.4 Interpreting this Agreement.

   If any part of this Agreement is deemed invalid or otherwise unenforceable by a court or other authority, such invalidity shall not affect the remaining Sections of this Agreement, which shall continue to apply.

5. 17.5 No Waiver.

   No delay or failure by 2Checkout 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 2Checkout.

6. 17.6 Governing Law.

   • (a) Customers resident in the United States of America:

     this Agreement and the relationship between you and 2Checkout, and all Orders shall be governed by the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). If you are a public entity that is prohibited from being subject to the laws of a state other than the state of your incorporation or formation, then the laws or your state of incorporation or formation will apply instead of the laws of New York.

   • (b) All other customers:

     Except to the extent amended by any mandatory consumer protections under the law of the country in which you are resident, this Agreement and the relationship between you and 2Checkout, and all Orders shall be governed by the laws of The Netherlands, without giving effect to its conflict of law provisions. The application to this Agreement of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

7. 17.7 Place to Resolve Disputes.

   If you have purchased Products and you are dissatisfied with the Products or your experience with us, we encourage you to contact us for further assistance as per the contact details set out at Section 11.3 above. We will make every reasonable effort to resolve any disputes you may have with us. However, if we are unable to resolve any dispute that arises in connection with your Order or otherwise arising or relating to this Agreement to your satisfaction, we or you can bring a claim in court as follows:

   • (a) Customers resident in the United States of America:

     any legal suit, action, or proceeding arising out of, or related to, your Order or this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York. If you are a public entity that is prohibited from being subject to the laws of a state other than the state of your incorporation or formation, then any legal suit, action, or proceeding arising out of, or related to, your Order or this Agreement shall be instituted exclusively in the federal courts of the United States or the state courts in your state of incorporation or formation. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

   • (b) All other customers:

     • (i) If you are a business: you and 2Checkout agree to submit the dispute to the exclusive jurisdiction of the courts of The Netherlands; or
     • (ii) If you are a Consumer: you and 2Checkout agree to submit the dispute to the non-exclusive jurisdiction the courts of the country where you have your habitual residence.