Legal

The Company owns and operates the Online Platform (Link: digitrade.app) .

Our Product is a fully integrated suite of back-end services-payments, tax, fraud and compliance (“Solution”). We act as an online Reseller for your digital products and services. When you use Our Solution to sell your products, you hereby agree to appoint the Company to resell your products to your Buyers.

Before using the Solution, You must register on the Platform and create an account. You may not access or use the Solution unless you agree to abide by the Terms and Conditions. you should immediately stop accessing the  Solution and using the Platform for the Solution if you don't accept the Terms.

The Solution depends on the information you provide to the Company (e.g., complete details on the product in order to legitimately resell your product with the Solution, process payments for your product, calculate any taxes due, and for Company’s software logic to help determine if a purchase is fraudulent), so you must provide to the Company in time  all the information in your control reasonably required by the Company to comply with its obligations.

You must respond promptly to any request for direction, information, or approval that is reasonably necessary for the Company to deliver the Solution for you or protect Company’s rights pursuant to these Terms. The information you provide must be accurate, true and complete, and if any information is or becomes materially inaccurate or incomplete, you must immediately notify the Company.

To set up your account, you must provide the Company with certain information, which includes our Know Your Business (“KYB”) account verification form and may include additional information in order to comply with anti-money laundering regulations.

As part of due diligence,  you authorise the Company to retrieve information  about you from third party service providers, including credit rating agencies and information bureaus and you authorise and direct such third parties to compile and provide such information to the Company. The Company shall conduct such due diligence to reasonably determine your eligibility for the use of the Solution. You authorize the Company to share any information it collects or receives from you with third party service providers, including credit rating agencies and information bureaus. You authorize the Company to conduct a customary commercial background check for these purposes and to assess the risk of our doing business with You. You agree to provide us with written notice not more than five (5) days after you receive a subpoena, civil investigative demand, or similar request for information from a federal, state, or local government, agency, or entity relating to your product and services sold through the Solution or your use of the Solution.

Company, and its licensors, own all worldwide intellectual property rights in the Proprietary Materials used for providing the Solution to you. You acknowledge that nothing in the terms shall be construed to vest in or transfer to you, either directly or by implication, estoppel or otherwise, any right, title or interest in or to Company's Proprietary Materials, other than as explicitly granted under the Terms..

You hereby grants to the Company a non- exclusive, sub licensable, worldwide, royalty free, delegable, transferable licence to copy, reproduce, store, publish, export, adapt, edit and translate your data to the extent reasonably required for the performance of Company's contractual obligations and the exercise of rights under the Terms.

Each party shall keep the other party's Confidential Information confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under the Terms; or (b) disclose such Confidential Information in whole or in part to any third party, except with prior written consent.

The provisions of this Clause shall not apply to any Confidential Information that: (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party in breach of this Clause); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality terms with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (d) the parties agree in writing is not confidential or may be disclose; or (e) which the Company is required to disclose under the Applicable Laws.

Notwithstanding Clause 9.1, the Company may disclose Your Confidential Information to its employees, professional advisers, insurers, agents and subcontractors, as well with the affiliates and other group companies, Payment Service Providers and Financial Partners who have a need to access Your Confidential Information for the performance of their obligations with respect to this Terms.

Responding to Legal Process the Company may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order ("Legal Process") that the Company believes to be valid. The Company may deliver or hold any funds or, subject to the terms of the Privacy Policy, any Data as required under such Legal Process, even if You are receiving funds or Data on behalf of other parties. Where permitted by Applicable Law, the Company will make reasonable efforts to provide You the Notice of such Legal Process by sending a copy to the email address the Company has on file for You. The Company is not responsible for any losses, whether direct or indirect, that You may incur as a result of our response or compliance with a Legal Process.

The Terms govern your use of the Solution until for as long as you use the Solution. The term will automatically renew for one (1) year periods unless either party provides written notice of termination to the other at least ninety (90) days in advance of the end of the then-current term.

Effects of Termination:

Notwithstanding the clause above, the termination does not relieve you of any obligations to pay any Service Fees, Penalties, Refunds, Chargebacks or any other amounts owed by you to the Company, irrespective of whether it has accrued prior or after termination. The Company also reserves the right to withhold any payment post termination if it is reasonably determined that the Company may incur Losses resulting from your actions or any other legal Risks associated with your Account. The Company shall communicate in writing the reason for withholding the payments and give you a timeline for releasing the funds.

To the maximum extent permitted by any applicable law, the Company makes no warranty of any kind, whether express, implied, statutory or otherwise, regarding any matter, and specifically disclaims all implied warranties, including without limitation any implied warranty of merchantability, fitness for a particular use or purpose, accuracy of informational content, systems integration, non-interference with enjoyment, non-infringement of third party rights, results to be derived from the use of or integration with the Solution.

The Solution is provided "as is", and as available exclusive of any warranty whatsoever.

The Company does not make any warranty that the Solution will be error free or uninterrupted. The Solution may be subject to limitations, delays, and other issues inherent in the use of the internet and the type of technology that the Company may use.

You agree to solely bear all risks from your use of the Solution without any recourse to the Company.

You agree to indemnify, defend, save and hold harmless the Company, its Relevant Persons and affiliates from any and all Losses and Claims arising out of (i) violation of the Terms (ii) breach of applicable laws (iii) Chargebacks (iv) Your negligence or wilful misconduct in the performance of the obligations (v) any inquiries, investigation or actions by Payment Service Providers, Financial Partners, any governmental body (vi) Fraud

In addition, because you are responsible for your product and your business, and because the Solution relies on and processes the information and instructions you provide to The Company, you agree to indemnify, defend and hold the Company harmless against any Claims for (i) your failure to comply with Clause 3 (Your Business and Shopper Experience), Clause 5 (Information You Provide) or Clause 6 (Company’s KYB and Anti Money Laundering Regulatory Obligations) of these Terms, and (ii) any failure to comply with applicable laws, rules or regulations to the extent the failure is caused by or results from your instructions, actions or omissions. You shall not sell any video games that are banned in the country. If you sell a banned video game, then in that case you shall indemnify and hold harmless us from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the sale of the banned video game. You shall indemnify and hold us harmless from and against all losses, damages, liabilities,costs and expenses (including reasonable attorney fees) arising out of or in connection with any claim that our goodwill or reputation has been damaged as a result of your breach under the Terms.

Company’s liability shall be limited under all circumstances to You under these Terms shall be limited to the total amount of all fees received during the three (3) months prior to when the first claim arose.

DigiTrade, and its Relevant Persons and affiliates shall not be liable for any Losses or Claims arising from (i) loss or interruption of business, (ii) access limitations, delays, interruptions or disturbances to the solution, (iii) mistakes, distortions or delays in transmissions of electronically stored information, including disappearances of such information, (iv) actions or inactions by You or of third parties (such as shoppers or your suppliers), (v) agreements you have with your shoppers or suppliers, or for your products, services, or systems, or (vi) events beyond our reasonable control.

The Company will at all times comply with the provisions of applicable data protection law. You and the Company agree that in relation to any Personal Data that the Company processes on your behalf in carrying out its obligations under these Terms, you will be the data controller and the Company will be the data intermediary.

The Company shall process the Personal Data for the purposes specified in the Terms only and any lawful instructions reasonably given by you to the Company from time to time and not for any other purpose. This includes having appropriate technical and organizational safeguards to protect the Personal Data that is processed as well as retaining the Personal Data for as long as it is required for the purposes it was collected for, or for any other legal or business purposes.

The Company has the right to appoint sub-processors for parts for processing of Personal Data, provided that the sub-processor assumes the same obligations as the Company as a data intermediary.

You acknowledge that the Company relies on you to determine the extent to which the Company is authorized to use and process the Personal Data that you provide, and you represent and warrant that you have obtained, in accordance with applicable legal requirements, all consents necessary for relevant collection, use and disclosure of all such Personal Data. As a result, to the extent that such action or omission resulted from your instructions, the Company will not be liable for any claim brought by a data subject, i.e. Buyer, arising from any action or omission by the Company.

The Company may amend any provision of the Terms for commercial, legal or regulatory reasons. The Company shall notify you of the amendment, providing the cause of the amendment and the revised Terms. You are required to respond within (a) 7 days of notification if the cause is regulatory or legal, or (b) 30 days if the cause is commercial. If you do not respond to the notice within the stated period, then it shall be deemed to have accepted the Terms. If you do not accept the amendment, in that case the Company reserves the right to terminate the engagement.

The Company may at any time, without prior notice to you, (a) re-engineer the API connection; (b) reconfigure or change the location of its infrastructure; (c) modify or replace technology and service architecture without adversely impacting the Solution and at no additional cost to you.

You agree that the Company can provide Notices regarding theSolution to you through its website or through the Dashboard, or by mailing Notices to the email or physical addresses identified in your Account. Notices may include notifications about your  Account, changes to the Solution, or other information the Company is required to provide to you.

You also agree that electronic delivery of a Notice has the same legal effect as if the Company has provided to you with a physical copy. The Company will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to Company's website or emailed to you.

The Company may, at any time, assign, mortgage, charge or otherwise transfer any or all of its rights and obligations under the Terms without restriction.

You may not assign, mortgage, charge or otherwise transfer any of your rights and obligations under the Terms without the prior written consent of the Company and your Counterparty. Any attempted assignment of mortgage, charge or otherwise transfer in violation of the Terms shall be null and void.

The Terms shall be governed by and construed in accordance with the laws of the Delaware, United States.

Any decision or award made by an arbitrator in accordance with these Terms shall be final and binding on the parties to such arbitration and the parties to such arbitration expressly waive their rights to appeal any such decision or award.

A shopper's offer to buy a product made through your e-commerce website is an offer to buy the product from the Company. Should the Company accept the shopper's offer, it will enter into a direct contract with the shopper for the product and declare itself—as well as you—to be a reseller of the goods (the “merchant” for the purposes of the sales transaction). The Company will purchase the product that the shopper has offered to purchase from you, and you will sell and transfer title to that product to the Company for our resale of the product to the shopper.

In its capacity as an authorized reseller and merchant, the Company is entitled to keep the whole purchase price—along with any applicable taxes and fees—for the products it sells to shoppers, net of any money the Company owes you for the product's original purchase for resale or as otherwise specified in the Terms.

Tax Compliance by the Company The Company will use its entity structure, local tax registrations, and third-party tax software to calculate the appropriate taxes a shopper is responsible for paying on an order and the Company (as the reseller to the shopper) will be responsible for tax compliance related to that transaction. If a jurisdiction audits the tax related to sales to a shopper, the Company will be the subject of the audit as the reseller to the shopper but may request reasonable information from you in addition to the data we already possess which may be necessary for us to respond to these inquiries.

Statutory Invoicing The Company will use commercially reasonable efforts to enable shoppers with the proper country specific tax invoice required for the order.

Taxes on Sales by You to the Company You are solely responsible for the collection and remittance of any applicable GST, value-added tax, or other consumption-based taxes on sales of product(s) by you to us and, unless otherwise agreed, you will provide us with a valid tax invoice for any taxes payable by us to you.You will hold us harmless from and against your failure to promptly and properly collect taxes from the Company on the sale of a product from you to the Company (including without limitation interest and penalties resulting therefrom).

Income Tax In no event will the Company be responsible for any tax based on your net income or similar basis (including without limitation amounts for non-resident withholding taxes retained from amounts due to you and remitted to a taxing authority by the Company if the Company is required to do so), or the preparation of any tax return related thereto.

Payment Calculations Your payments are computed by taking the amounts collected from shoppers net of third-party costs related to the transaction that the Company remits (such as taxes, regulatory fees, or shipping costs that the Company is obligated to pay), and offsetting refunds, chargebacks and penalties and Company’s charges in accordance with the Order Form. If the collected amounts are not enough to cover the offsets, the Company will invoice you for the difference in accordance with the payment terms in the Order Form.

Treatment of Refunds & Cancellations The Company  is entitled to retain its charges earned on transactions processed by it, even if the transactions cannot be successfully settled, or become subject to refund or cancellation.

Authorization or Receipt of Payment Does Not Equal Payment The issuance of an authorization for a transaction or the payment for a transaction is not an assurance of that transaction’s validity. Any transaction may be subject to a reversed payment if permissible under the regulations or guidelines imposed by banks, card associations or legal or regulatory payment authorities. The Company will have complete discretion regarding the settlement of any kind of reversed payments and/or disputes with Payment Service Providers, Financial Partners, including but not limited to, the settlement of disputes regarding reversed payments.

Shipping Methods and Rates the Solution receives available shipping method(s) and relevant respective shipping rates from the fulfillment service (which may be our Fulfillment Service).

Delayed Payment Type Management Orders using payment types that cannot be settled until further action is taken by the shopper will be held by the Company pending that action.

Order Cancellation Upon your instruction to GSS, we will communicate to the fulfillment service (which may be our Fulfillment Service) to withhold fulfillment of a physical product order if you cancel the order prior to it being sent for fulfillment (and upon confirmation, GSS will instruct the payment service to release any holds on the associated payment instrument(s)).

Warehousing and Delivery The party responsible for warehousing and delivery to the shopper of products we offer for sale under the Agreement will be specified in an Order Form.  In the event of a conflict between the Agreement and any Incoterms, the Agreement will control.