Digital River's Terms of Sale
Last Updated: May 10, 2022
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 conditional 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.
Identity of Operator
Digital River, Inc.
10380 Bren Road West
Minnetonka, MN 55343
Email address: email@example.com
10380 Bren Road West
Minnetonka, MN 55343
Email address: firstname.lastname@example.org
Section 1: Entire Agreement
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 submitted in writing and signed by us.
Section 2: Your Privacy
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.
Section 3: Your Obligations and Representations
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 declare 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 declare 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 declare 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 unauthorised use.
You declare that the information you provide in connection with your purchase, including your physical address, email address, and payment information, is complete and accurate. You declare that you are authorised to charge and initiate a payment via the payment method you designate for your purchase.
Section 4: Placing an Order
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 with 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.
Section 5: Product Description and Pricing
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 valid at the time of our acceptance of your offer and are in the currency indicated 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.
Section 6: Payment Terms
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 authorise your payment. By placing an order, you are authorising 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.
Section 7: Export
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 declare 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 declare 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.
Section 8: Customs and Import Costs
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 in which you intend to use them, 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 acknowledge that the actual import costs may vary from our estimate.
- If you choose to prepay the Import Costs: Where the final Import Costs are greater than our estimate, we will not ask you to pay additional money, and where the final Import Costs are less than our estimate, we will not refund the difference.
- If you choose not to prepay the Import Costs:You bear the responsibility of paying all actual Import Costs. If a party other than you pays some or all of the actual Import Costs on your behalf in order to effect clearance, you will reimburse, upon request, that party in full for the actual Import Costs. Your failure to pay Import Costs in a timely manner may cause delivery delays and may make you liable for tariffs and additional fees
You should contact the applicable customs office for information about what Import Costs, requirements, and procedures may be applicable to your purchase.
Section 9: Additional Terms
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 provided to you. Do not complete the sale if you do not agree to the 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 must contact customer service to begin a return.
Where the product or service we offer for sale is software, we offer you a licence to use the software. Except where permitted by law or by the licence 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 provided by our Supplier or a 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 a service and make no representations or guarantees as to the availability of that service.
Section 10: Shipping and Delivery
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 instalments, each instalment constitutes a separate contract. Any defect in one or more instalment does not entitle you to repudiate the contract as a whole or cancel any subsequent instalment.
Section 11: Returns and Refunds
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 email@example.com and we will direct your inquiry to the appropriate customer service team for your order.
Section 12: Title and Risk of Loss
Provided your designated payment method has been honoured, (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 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 offset any proceeds of a sale against any sums you owe us.
Section 13: Warranty
Except where required by law, or otherwise indicated 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.
Section 14: Limitation of Liability
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 supplies 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 basis 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 indirectly 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.
Section 15: Indemnification
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.
Section 16: Dispute Resolution
We hope that you are completely satisfied with the purchase of your product or service. 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 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 on 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 arising from your use of the Site; and (3) claims currently subject to 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 unauthorised 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 honour claims of privilege recognised 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 favour 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 over any form of 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 the 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.
Section 17: Severability
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.
Section 18: No Waiver
Any delay or failure by us to exercise or enforce any right or provision of these Terms 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 and signed by us.
Local International Terms
To our shoppers outside of the United States, the terms set forth below in this Local International Terms section are additional and supplemental to the Terms above. Where a provision within this section is inconsistent with the general terms outlined above, the terms specific to your jurisdiction will apply to your purchase
European Union, England, and Wales
Right to Withdrawal
If you are a consumer, in addition to any returns policy associated with your sale, you have a right to withdraw from (or cancel) this contract within 14 calendar days without giving a reason.
In the case of a service or digital content, your right to withdrawal expires 14 days from the conclusion of the contract.
In the case of goods, your right to withdrawal expires 14 days after the day on which you, or a third party indicated by you (other than a carrier) takes physical possession of the goods or:
- In the case of multiple goods on one order and delivered separately, the day on which you, or a third party indicated by you, takes physical possession of the last good;
- In the case of a good consisting of multiple lots or pieces, the day on which you, or a third party indicated by you, takes possession of the last lot or piece;
- In the case of a contract for regular delivery of goods during a defined period, the day on which you, or a third party indicated by you, takes physical possession of the first good.
Consequences of Withdrawal
If you withdraw from this contract, we will refund all payments we received from you — including delivery costs (except for additional costs where you choose a shipping method faster than the least expensive delivery method) — no later than 14 days from the day on which we receive your notification of withdrawal. Unless you have expressly agreed otherwise, we will refund your payment using the same method of payment you used in the original transaction. In any event, you will not incur a handling or cancellation fee as a result of your refund.
You must return any good to us immediately, and in any event no more than 14 days from the date on which you inform us of your withdrawal from this contract. This deadline is met if you send us the goods before the expiration of this 14-day period. You bear the direct costs of returning the goods to us. You must take necessary precautions to preserve the goods and you must pay us for any loss in value in the goods that is directly attributable to your mistreatment or mishandling of the goods upon examination of their quality, characteristics, and functionality. We may refuse to issue a refund until we have received the goods back or until you have provided proof of their return.
Loss of Right to Withdrawal with Digital Goods
Where this contract involves the delivery of digital content not supplied in a physical medium, your right of withdrawal expires where (1) you expressly agree performance of the contract will begin prior to the expiration of the 14-day withdrawal period and (2) you acknowledge that you will lose your right to withdrawal if performance of the contract begins prior to the expiration of the 14-day withdrawal period.
No Right to Withdrawal
For any contract that involves delivery of sound recordings, video recordings, or computer software in a sealed package, you lose your right to withdrawal if the seal is removed or broken after delivery.
You have no right of withdrawal where the contract involves delivery of goods that are made to your specifications or are clearly personalised.
Exercising your Right to Withdrawal
If you wish to exercise your right to withdrawal, please notify us of your decision to withdraw by post or email.
Digital River UK Ltd
8th Floor, 20 Farringdon Street
London, EC4A 4AB, United Kingdom
8th Floor, 20 Farringdon Street
London, EC4A 4AB, United Kingdom
You are not required to use a particular format to exercise this right; any unequivocal statement that you are exercising your right to withdrawal is enough.
You may also exercise you right by using the online form available at this link: Cancellation Form.
Regardless of how you contact us, you must send your notice of withdrawal before the cancellation period expires.
Under EU law and related member state law, subject to the exceptions outlined below, all products you purchase from the Site are protected by a 2-year guarantee that the products conform to the contract.
A product conforms to the contract if it:
- Complies with the description we provided to you prior to the conclusion of the contract;
- Is fit for the purpose for which you require it if you have made that purpose known to us prior to the conclusion of the contract;
- Is fit for the usual purposes of goods of the same type; and
- Shows the quality and purpose for which goods of the same type and which you, as a consumer, can reasonably expect given the nature of the product, taking into account any statements made by us or the manufacturer or its representative, particularly in advertising or labelling.
A product does not lack conformity if you were aware (should have been aware) of the lack of conformity at the time the contract was concluded. A product does not lack conformity if the lack of conformity is a result of materials supplied by you.
If a product does not conform to the contract, you have the right to (1) ask us to bring the goods into conformity free of charge by either repairing or replacing the product; (2) a price reduction; or (3) rescind the contract with regards to any non-conforming goods. You may not be entitled to repair or replacement if repair or replacement is impossible or the cost disproportionate to the cost of an alternative remedy.
If you are a consumer in the following countries, the following time periods apply to your purchase:
- Finland – the duration of the guarantee is based on the expected lifespan.
- Iceland – the duration of the guarantee is normally 2 years and 5 years for goods expected to have a longer lifespan.
- Ireland – you must exercise your rights within the 6-year limitation period.
- Netherlands – the duration of the guarantee period is based on the expected lifespan of the goods.
- Norway – the duration is normally 2 years and 5 years for goods expected to have a longer lifespan.
- Sweden – the duration of the guarantee is 3 years.
- England, Wales, and Northern Ireland – you must exercise your rights within the 6-year limitation period.
- Scotland - you must exercise your rights within the 5-year limitation period.
Subject to any mandatory local law, these Terms shall be governed by English Law and we both agree to the non-exclusive jurisdiction of the English Courts of London over the Terms and any other matter related to them, and all proceedings shall be conducted in English.
For German sales, in accordance with § 36 para. 1 no. 1 VSBG, we are neither willing nor obliged to participate in an out-of-court dispute resolution procedure before a consumer arbitration board.