Digital River, Inc. and its subsidiaries (collectively “Digital River”, “we”, and “us”) is a world-class online global reseller services provider. We provide essential compliance, fraud, tax and payment services to the supplier or manufacturer (“Supplier”) whose name appears on the website or commerce solution where these terms of sale (“Terms”) appear (“Site”). When we make products and service rights (“services”) available for sale through the Site, we do so in our name as an authorized reseller on behalf of our Supplier.
IMPORTANT: Please read these Terms carefully before purchasing from the Site. They contain important limitations and exclusions that apply to your purchase from this Site, including limitations of liability and a mandatory arbitration clause. By placing an order on this Site, you agree to be bound by these Terms, and any sale through this Site is conditioned upon your acceptance of them. If you do not agree to any of these Terms, you must discontinue use of this Site and you must not complete your order.
You are bound by the version of the Terms in effect on the date you complete your Order. However, we may change these Terms from time to time, and when we do, we will post them on the Site. It is your responsibility to review the Terms each time you make a purchase from us.
DR globalTech, Inc.
10380 Bren Road West
Minnetonka, MN 55343
Email address: email@example.com
These Terms contain the entire agreement between you and Digital River regarding your purchase of products or services from this Site, and they supersede any prior representations, agreements, or conditions implied by trade, course of dealing, or custom. No amendment to these Terms is enforceable against us unless they are in writing and signed by us.
Both Digital River and our Supplier process personal data as data controllers in their own rights. As two separate data controllers, neither Digital River nor the Supplier control the processing of your personal data by the other party. The Supplier may process your personal data to ship the merchandise order by you, to facilitate returns, and to provide customer service to you. The Supplier may also use your personal data for marketing purposes in accordance with applicable law and subject to your consent where required. To understand how our Supplier uses your information, you should read and understand its privacy notice and policies.
This Site is not targeted or aimed at children or to other individuals who do not have the legal capacity to contract. By placing an order, you represent that you have the legal capacity to contract in the state or country of your residence. If you are placing an order on behalf of a third party, you represent that you have the authority to act on that party’s behalf and your acceptance of these Terms constitutes that third party’s acceptance.
You represent that you will comply with all applicable laws and regulations, including export and import regulations. You agree that you are not purchasing the products or services for export, re-sale, transfer, or use in violation of any applicable laws, including without limitation U.S. Export Administration Regulations or applicable U.S. sanctions and embargoes administered by the U.S. Treasury Department. You further agree that you will not use them for any illegal or unauthorized use.
You agree that the information you provide in connection with your purchase, including your physical address, email address, and payment information, is complete and accurate. You represent that you are authorized to charge and initiate a payment via the payment method you designate for your purchase.
When we offer products and services for sale on this Site, we are inviting you to make an offer to buy the products and services shown. When you place an order by clicking or activating the appropriate button or hyperlink on the Site, you are making us a legally binding offer to buy the products and services you have selected on these Terms.
We accept your offer only when we have received approval by your chosen payment method and when we have shipped your product or otherwise made it available to you, such as providing you a download link.
At our discretion, we reserve the right to decline your offer and cancel your order. Any system generated order confirmation we send when you complete your order is an acknowledgement of your offer only and is not an acceptance of your offer, which is subject to correction before shipment of your physical products or delivery of your services. Upon successful verification of your order and payment information, Digital River will buy the merchandise you ordered from our Supplier for the purpose of reselling it to you.
By placing an order, you are consenting to our use of electronic communications related to your transaction and the electronic delivery of notices, policies, and records of the transaction.
You agree that we may keep pertinent contract records, including communications and acknowledgements, as permitted by law.
We make every attempt to ensure that the products and services offered for sale on the Site are described and represented as accurately and as completely as possible. However, mistakes may occur and if there are errors, we reserve the right to correct and revise.
Prices are subject to change. The prices payable are those prices in effect at the time of our acceptance of your offer and are in the currency presented on the Site. Unless otherwise indicated on the Site, prices for products and services do not include VAT, other taxes, delivery, export, or other charges.
You agree to pay for the product through the payment methods offered on this Site. Those payment methods may be subject to their own terms and conditions. We may use third-party service providers to process and authorize your payment. By placing an order, you are authorizing us and our third-party service provider(s) to charge you for your purchase using your selected payment method. You further agree that we may charge the total amount of the purchase—including any applicable taxes, delivery, and customs charges—to your designated payment method. If we have delivered your product or service to you and your payment method fails for any reason, you agree to pay us the full amount due upon demand.
The products and services sold on this Site are subject to the import, export, and re-export laws and regulations of the United States and other countries. By completing a sale on the Site, you agree to comply with these import and export laws and regulations, including laws and regulations that place restrictions on the destinations, user, and end use of the products and services. You agree that you will not purchase or use any products or services offered for sale on this Site if any applicable laws in your country prohibit you from doing so. Accessing or using any products or services sold on this site in a location where their use is illegal is strictly prohibited.
No party that is designated on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons (“SDN List”), available at https://www.treasury.gov/resource-center/sanctions/sdn-list/pages/default.aspx, has or shall have any property interest whatsoever in the products purchased on this site.
By completing a sale on the Site, you warrant that you are not on and are not 50% or more owned by one or more persons or companies identified on the SDN List. You further warrant that you are not acting on behalf of and will not divert any products purchased on this Site to (1) any restricted party identified by the U.S. Government; (2) any party blocked by operation of law; or (3) any prohibited end-use or destination as set forth in the U.S. Export Administration Regulations.
Your purchase of a physical product may be subject to customs tariffs, duties, fees, taxes, and/or other charges that may be payable in the destination country (“Import Costs”). Unless expressly stated by us during the ordering process, your payment for your order does not include these Import Costs. You agree that you, as the receiving party in the product’s destination country, are responsible for getting the products or services into the country you intend to use it, properly declaring the merchandise to the appropriate customs authorities, paying applicable Import Costs, and satisfying any additional import-related requirements.
When completing a sale, you may be given an option to prepay the Import Costs. We will use commercially reasonable efforts to estimate these Import Costs. However, because we do not control them, we cannot predict with 100% accuracy what the final Import Costs will be. You agree that the actual import costs may vary from our estimate.
You should contact the applicable customs office for details on what Import Costs, requirements, and procedures may be applicable to your purchase.
Your use of the products and services we offer may be subject to the additional terms of our Suppliers which will be presented to you at the time of your purchase or which may be delivered to you with your product or service. Prior to completing your purchase, carefully read any additional terms and conditions that are presented to you. Do not complete the sale if you do not agree to those terms. Where additional terms are delivered with your product or service, you must review them immediately. If you do not agree to those terms, you must not use the product or service and contact customer service to begin a return.
Where the product or service we offer for sale is software, we are offering you a license to use the software. Except where permitted by law or by the license terms presented, the software may not be copied, adapted, translated, made available, distributed, varied, modified, disassembled, decompiled, reverse engineered, or combined with any other software.
With respect to your 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 offered by our Supplier or a third party, we are selling 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 service and make no representations or guarantees as to the availability of that service.
If we accept your offer, we will use commercially reasonable efforts to ship and deliver physical products to the destination you specified in the ordering process and indicated on the order acknowledgment we send you. You must check the delivery address you provided during the ordering process (“Delivery Address”). If there are any errors or omissions, you must contact us to correct the Delivery Address as soon as possible. We cannot change the shipping address after your order has been processed and fulfilled. We reserve the right to cancel your order and/or charge you for any extra costs that arise as a result of any change in the delivery address on your part.
Any delivery time frames we provide during the checkout process are estimates only and are not guaranteed.
Where we deliver product in installments, each installment constitutes a separate contract. Any defect in one or more installment does not entitle you to repudiate the contract as a whole or cancel any subsequent installment.
Please refer to the return policy presented on the Site for any return policy that applies to your purchase. Any right of return applicable to your purchase of software does not apply in the event you open the software shrink-wrap, break the license seal, and/or use the software. In the absence of a Supplier return policy, Digital River offers a standard 30-day return policy for eligible products
For shoppers outside of the United States, special terms may apply to your right to return and refund. Please see the Local International Terms section below.
If you have questions about your order, please contact us at firstname.lastname@example.org and we will direct your inquiry to the appropriate customer service team for your order.
Provided your designated payment method has been honored, (1) title to physical products transfers to you when we deliver the physical products to the Delivery Address; (2) title of digital products and services transfers when we make the product available for download.
Risk of loss (1) for physical products transfers to you when we deliver the physical goods to the delivery address; and (2) for digital products and services when we make the product available for download. If no signature is required for the delivery of physical goods, you accept all risk of loss for theft or loss when we deliver the product to the delivery address.
If you refuse delivery when our designated carrier attempts to make delivery of any physical products, you assume any risk of loss or damage to the products when the carrier attempts delivery. In that event, (1) you are still liable for the full payment for the products that the carrier attempted to deliver; (2) you are liable for any additional costs attributable to your failure to take delivery, including storage costs; and (3) after 30 days, we shall be entitled to dispose of the products in a manner we deem appropriate and may set off any proceeds of a sale against any sums you owe us.
Except where required by law, or otherwise provided by us in writing, we offer no warranty on the products and services we sell. We make no statements as to the quality, fitness for a specific purpose, performance, correspondence with description, software installation, configuration, or error or defect correction. You will receive the benefit of any warranty offered by the manufacturer, licensor, or supplier of the product or services in connection with the sale. For details of any warranty applicable to your purchase, refer to the relevant documentation supplied with the product or on the Site where you purchased your product or service. This documentation may also contain the procedures applicable to the repair or replacement of defective products.
Digital River is neither the manufacturer nor publisher of the products and services offered for sale on this Site. Except as otherwise provided for in these Terms, Digital River provides products and services “as is” to the fullest extent permitted by law, with no warranties or representation of any kind. Digital River disclaims, to the fullest extent permitted by law all warranties, express, implied, and statutory, including all warranties of merchantability, fitness for a particular purpose, and non-infringement. The company does not warrant that any products will be in stock, safe, defect-free, conform to written or oral specifications, guarantees, representations or promises. Digital River does not warrant that the products will not be lost or damaged during delivery.
To the maximum extent permitted under applicable law, in no event and under no legal theory will Digital River, its suppliers, or licensors be liable to you or any third party for any damages, costs, or liabilities arising from or related to the purchase or use of any products or services or these terms, including, without limitation, any direct, indirect, incidental, consequential, or special damages (e.g., damages for expense or business interruption, property damage, attorneys’ fees, lost profits, lost use, revenue, goodwill, or value of assets or securities) even if Digital River has been advised or is otherwise aware of the possibility of such damages. Digital River’s total aggregate liability arising out of or related to the purchase and sale of a product or services is limited to the amount you paid to Digital River for such product or service.
The above limitations of liability form the fundamental basis of the bargain between you and Digital River. The above cap on liability will not apply to liability for Digital River for (a) death, personal injury, or property damage directly or proximately caused by the item you purchased from Digital River; or (b) damages caused by Digital River’s fraud, fraudulent misrepresentations, intentional misconduct, gross negligence, or any other matters for which liability cannot be excluded or limited under applicable law.
Nothing in this section limits or excludes liability that cannot be limited or excluded under applicable law.
You agree to indemnify and hold Digital River, our parent, and each of our officers, employees, agents, partners, content providers, service providers, suppliers, and licensors (collectively “Released Parties”) harmless from any and all claims, liabilities, costs, losses, and expenses, including reasonable attorneys’ fees, arising from (1) your purchase of products and services made available through this Site; and (2) your fraudulent or deceptive acts or omissions, or breach or violation of law, including infringement of any IP claim or breach of these Terms.
We hope that you are completely satisfied with the purchase of your product or service. We will make every reasonable effort to resolve any disagreements that you have with us. However, if we are unable to resolve any dispute that arises in connection with your transaction, this Site, or these Terms to your satisfaction, this section governs the dispute resolution process.
For shoppers outside of the United States, special terms may apply to your right to Dispute Resolution. Please see the Local International Terms section below.
Any claim, dispute, or controversy you may have against us arising out of, relating to, or connected with this Site or your transaction shall be resolved exclusively by binding arbitration by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable) and as amended by these Terms (“Arbitration Rules and Procedures”).
The AAA’s Rules, and a form for initiating arbitration proceedings, are available at the AAA’s website located at http://www.adr.org.
This section applies to all consumers to the fullest extent allowable by law. The disputes governed by this Section include without limitation (1) claims arising out of or relating to any aspect of the relationship between you and us; (2) claims that arose out of your use of the Site; and (3) claims currently the subject of a purported class action litigation in which you are not a member of a certified class.
However, the dispute resolution procedure specifically does not apply to (1) a claim relating to the enforcement or validity of your or our intellectual property rights; or (2) a claim relating to an allegation of theft, piracy, or unauthorized use.
You agree that: (1) the arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, including principles of equity, and shall honor claims of privilege recognized by law; (2) the arbitrator shall not be bound by rulings in prior arbitrations involving us, but is bound by rulings in prior arbitrations involving both you and us to the extent required by applicable law; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
You and we agree that (1) each of us can only bring claims against the other on an individual basis and there shall be no authority for any claims to be arbitrated on a class or representative basis; (2) arbitration can decide only your and/or our individual claims, and the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s); and (3) the arbitrator may not consolidate or join claims of other persons or parties who may be similarly situated and may not otherwise preside of any form of a consolidated, representative, or class proceeding. If any section of this paragraph is determined to be illegal, invalid, or unenforceable then the entirety of this Arbitration Provision shall be null and void, and neither party shall be entitled to arbitrate their dispute.
Except as specified in the paragraph immediately above, if any part of this Arbitration Provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Arbitration Rules and Procedures established by the AAA, then remaining provisions of the Arbitration Provision will not be affected and will be enforced to the fullest extent of the law.
Governing Law and Venue
In the event that the above Arbitration Provision does not apply to you or to a particular claim or dispute, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Hennepin County, Minnesota, and both you and we agree to submit to the personal jurisdiction of the courts located within Hennepin County, Minnesota for the purpose of litigating all such claims or disputes applying the law of the state of New York, United States of America.
If any provision (or part of a provision) of the Terms is determined to be invalid, illegal, or unenforceable, the validity of the remaining provisions will not be affected and will be enforced to the fullest extent permitted by the applicable law.
Any delay or failure by us to exercise or enforce any right or provision of these Term does not constitute a waiver on our part. A waiver of any breach or default in one instance does not constitute a waiver of any breach or default in a subsequent breach or default. No waiver by us will be effective unless it is in writing, signed by us.