Terms of Sale

LAST UPDATED 5 OCTOBER 2023

of Transaction Cloud Inc. (Transaction Cloud or We), a company incorporated in the USA.

Scope

These Terms of Sale encompass an individual or a company who purchases the Licenses to the Vendor's products.

Transaction Cloud is the merchant of record of the Vendor's Saas ("software as a service") or digital goods, which means that You are buying the License to use the Product which is provided to You by the Vendor, who is responsible for the delivered Product.

These Terms of Sale shall establish an agreement between You (Buyer) and Transaction Cloud when buying the Vendor's License.

Detailed information on the processing of your personal data by Transaction Cloud when placing an order can be found in the Transaction Cloud Privacy Policy. In our Privacy Policy you will also find detailed information on how We use Cookies. The rules of using the transaction.cloud website and its services can be found in the Terms of Use. The current versions of the Privacy Policy as well the Terms of Use are always posted on the Website.

Please read these Terms of Sale as well as the Privacy Policy and the Terms of Use carefully. When placing an order with us, you confirm that you have read, understand and consent to be bound by these documents and their each revised version.

Definitions

• Buyer or you -- an individual or a company who purchases the licenses to the Vendor's products,

• License -- license (to the Vendor's product) offered by Transaction Cloud as the merchant of record,

• Product -- Saas ("software as a service") or digital goods product offered by the Vendor,

• Terms of Sale or Agreement -- these Terms of Sale,

• Transaction Cloud - Transaction Cloud Inc., a company incorporated in the State of Delaware in the USA under the file number: 7927747, address: 10 Dorrance St., Suite 700, PMB No. 6923, Providence, RI 02903, USA,

• Vendor -- an individual or a company who sells licenses to SaaS and digital products based on a specific contract concluded between Transaction Cloud and the Vendor.

Subject of the Agreement

The subject of this Agreement is the sale of the License to the Vendor's Product to the Buyer.

Performance of the Agreement

1. The Buyer can buy the License to the specific Vendor's Product from Transaction Cloud only if the Vendor has previously concluded a Vendor Agreement with Transaction Cloud for the Licenses to specific Vendor's Products.

2. The Buyer starts the purchase of the License using the Vendor's website and after reading the Product's information on the Vendor's website. All Product information is provided by the Vendor.

3. Transaction Cloud is responsible for charging the Buyers' the applicable taxes according to the tax jurisdiction governing the purchase, so please take into account that the price showed on the Vendors website may be subject to additional taxation. You will always see the final price when confirming the payment.

4. For the EU resident companies, you are required to access Transaction Cloud website from the IP address of your country and use your valid VAT registration number during the checkout process (We use your company's TAX ID number provided by you to verify if you are exempted from VAT, so the final price includes this exemption, if applicable).

5. For USA based Buyers, you agree that you do not hold a tax exemption certificate in the jurisdiction of purchase of the Product License.

6. The Buyer, after placing an order for the Product through the Vendor's website and confirming the purchase, is redirected to the Transaction Cloud website, in order to provide necessary details to complete the purchase, which are: first and last name, email address, and if required, a postal code. If the purchase is effectuated by a company, the following company's details are also required: company's name, company's mailing address, company's TAX ID number.

7. The payment details, for ex. credit card No., are always provided directly to the payment service provider, which can be, depending upon availability: GPay, Apple Pay, BlueSnap or other payment services provider and are never revealed to Transaction Cloud.

8. Please note that Transaction Cloud is only merchant of record. Before starting the order and making the payment, please always consult the relevant regulations of the Vendor.

9. If this is a one-time purchase of the License, once We receive the confirmation of your payment for the Product from the payment services provider, we will send you an invoice for your purchase to your email.

10. If you are buying a License subscription, we will send you an email with a link to your Buyer's panel, through which you will be able to manage your subscription and download invoices.

11. On the invoice you will find the contact details to your Vendor's Technical Support and Customer Service. In case of any problems with the purchase, the payment or the Product itself, please contact the Vendor directly. If you require a chargeback, please contact Transaction Cloud before requesting a chargeback or disputing a charge with your bank or credit card issuer or payment services provider.

12. You have responsibility to provide accurate information while purchasing the License. Transaction Cloud will not be responsible for any inconvenience that you may incur due to inaccurate information being provided by you.

13. Transaction Cloud reserves the right to immediately terminate this Agreement, block your usage of License if we suspect that you are committing illegal activities or have failed to comply with any provisions of this Agreement.

Buyer's Statements

1. You agree that they you are purchasing the Product License for your own use. The Product Licenses being sold through Transaction Cloud are prohibited from being resold by the Buyer to any third party.

2. You agree that you have read and understood all the Product information provided by the Vendor, including technical requirements to use the Product. You hereby declare that you have the minimum system requirements to use the Product for which you are purchasing the License.

3. You are responsible for the backup of your system, data, and any Product for which You are purchasing the License via Transaction Cloud.

4. You agree to contact Vendor's Technical Support and Customer Service as listed in the invoice of your payment for additional support.

5. You agree to utilize the warranty of a developer, licensor, or Vendor of the Product and you should refer to the documentation provided with the Products.

Order Fulfillment

• It is acknowledged that, in some instances, the Product from the vendor may be delivered using Transaction Cloud’s platform.

• Transaction Cloud shall diligently employ commercially reasonable efforts to ensure the prompt delivery of Product.Product shall be conveyed electronically or made available for downloading. Any specified delivery timeframes or dates, whether delineated in order acknowledgments or elsewhere, are to be construed as approximate and non-binding. In the event of any challenges or apprehensions concerning the receipt of the acquired product, kindly initiate contact through the contact information furnished in the invoice or on our official website.

• Transaction Cloud will effect electronic delivery to the valid email address provided by the contracting party. It is incumbent upon you to undertake due diligence in verifying the accuracy and validity of the provided email address prior to initiating the order.

• Unless explicitly articulated to the contrary within these Terms of Sale, the risk of loss or damage to the Product is transferred to the Customer upon the furnishing of a download link or the issuance of a license key via email or any other electronic delivery mechanism.

• It is expressly understood that Transaction Cloud shall not assume any liability for any damages stemming from the installation or utilization of the purchased Product.

Refund Policy

1. Transaction Cloud acts as merchant of record of various Vendor's Products. That is why, if you believe you have grounds for a refund, please contact the Technical Support and Customer Service of your Vendor first. The contact details to the Technical Support and Customer Service of your Vendor are always provided in your invoice. In case of any problems with your refund, you can always contact us directly in one of the ways described in the "Contact Details" section below.

2. You agree to contact your Vendor's Technical Support and Customer Service and Transaction Cloud before requesting a chargeback or disputing a charge with your bank or credit card issuer or payment provider.

3. Please note that, upon accessing digital content that is available for immediate delivery, you agree that, once access, your right to withdraw from this Agreement and to receive a refund will be automatically forfeited.

4. Refunds are given on a case-by-case basis, within 30 days from the date of purchase. General reasons for refunds are the License or the Product not as advertised or defective. The Buyer will have to provide details as to why a refund is warranted in their particular situation. When We discover signs of theft, or refund misuse, a refund will be denied.

At its sole discretion, Transaction Cloud reserves the right to prohibit you from using our services in future if we determine that you have disputed a legitimate charge by raising a chargeback request.

Contact Details

All notices, requests, demands, or other communications required or permitted by the terms of this Agreement can be made by sending correspondence to the following e-mail address: contact@transaction.cloud, through our Contact Form available here https://transaction.cloud/contact or to the following mailing address: 10 Dorrance St., Suite 700, PMB No. 6923, Providence, RI 02903, USA.

Responsibility

1. In no event shall Transaction Cloud be liable to the Buyer or any third party for lost profits or any form of indirect, special, incidental, or consequential damages of any character from any causes of action of any kind with respect to this Agreement, whether based on breach of the Agreement, tort (including negligence), or otherwise, and whether or not it has been advised of the possibility of such damage.

2. In no event shall Transaction Cloud be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that Transaction Cloud shall use reasonable efforts which are consistent with accepted practices in the software industry to resume performance as soon as practicable under the circumstances.

3. The Buyer agrees to indemnify and hold harmless Transaction Cloud, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

4. Transaction Cloud bears no responsibility towards the Buyers as well as any third parties both towards the Vendor's products as well as the Licenses to the products, including their characteristics, quality as well as lawfulness.

5. The Buyer obliges not to infringe and takes full, including financial, responsibility and liability for intellectual property infringements (copyright, patents) and privacy law violations (CCPA, GDPR, other consumer privacy laws) that may occur when using the Vendor's Products and Licenses to the Vendor's products.

Amendments to these Terms of Sale

These Terms of Sale may be amended from time to time by Transaction Cloud. We will change the "Last Updated" date above if We make any amendments to these Terms of Sale. You are obliged to review the current version of the Terms of Sale before placing a new order. Upon publishing, the amended Terms of Sale will govern any future purchases from Transaction Cloud. The previous wording of the Terms of Sale remains valid for orders placed during their validity.

Final Provisions

1. This Agreement shall govern and define the relationship between the Buyer's and Transaction Cloud. All the dealings concerning these Terms of Sale will be governed by the laws of the State of Rhode Island in the United States of America.

2. The parties undertake to seek amicable settlement of disputes arising from performance of these Terms of Sale.

3. Any dispute or allegation arising out of or in conjunction with these Terms of Sale or the performance, violation, or termination thereof shall eventually be resolved by formal arbitration in the State of Rhode Island in the United States of America.

4. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

5. Where any clause of these Terms of Use is found by a court of appropriate jurisdiction to be null or unenforceable, the parties however accept that the court shall endeavor to give effect to the intentions of the parties as expressed in the provision and that the other provisions of each of these Terms of Sale continue in full force and effect.

6. Transaction Cloud's acquiescence to, or refusal to act on, a violation of the terms of this Agreement would not revoke Transaction Cloud's ability to act concerning subsequent or similar violations. Similarly, any pause or refusal to exercise or execute any right or provision of this Agreement by Transaction Cloud shall not constitute a waiver of that right or provision.

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