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Slatpay Checkout Buyer Terms and Conditions

SlatPay Tecnologia, LTDA.

CNPJ: 51.713.319/0001-03 AV ALÍCIO ARANTES CAMPOLINA PIONEIRO, 2882 - PR

Introduction to the Services

These terms and conditions establish an agreement ("Agreement") between you ("Buyer") and Slatpay (as defined below) and regulate your utilization of the Services. Slatpay acts as the Authorized Merchant and reseller of the Product on behalf of the Supplier. This means that you acquire the Product through Slatpay using the Services, while the Product's license is provided to you by the Supplier. Please review the Agreement thoroughly. By placing an order with Slatpay, you consent to the terms and conditions outlined in both this Agreement and the Supplier Agreement. WHERE A PRODUCT CONSISTS OF DIGITAL CONTENT THAT IS IMMEDIATELY ACCESSIBLE, BY DOWNLOADING OR OTHERWISE ACQUIRING THE PRODUCT, YOU AGREE TO INSTANT PERFORMANCE OF THIS AGREEMENT AND RECOGNIZE THAT YOU WAIVE YOUR RIGHT OF WITHDRAWAL FROM THIS AGREEMENT ONCE THE DOWNLOAD OR APPLICABLE TRANSMISSION OF THE DIGITAL CONTENT BEGINS. If you are a Consumer, you may benefit from any mandatory provisions of the law in your country of residence. Nothing in this Agreement, including the Governing Law clause, impacts your rights as a Consumer to rely on such mandatory provisions of local law.

Definitions and interpretation

“Business” refers to a Buyer who purchases the Product or utilizes the Services for business-related purposes, including their trade, business, craft, or profession; "Confidential Information" pertains to any commercial, financial, or technical information; details concerning the Product; the Services; plans or strategies; know-how or trade secrets that are evidently confidential or have been identified as such, or that are developed by a party while fulfilling its obligations under, or otherwise pursuant to this Agreement; “Consumer” denotes a Buyer who purchases the Product or uses the Services primarily for personal use; “Digital Content” denotes data produced and supplied in digital format; "Slatpay Checkout" signifies the online checkout that Buyers utilize to acquire the Product and make payments to Slatpay using payment methods such as credit card, PayPal, alternative payment methods, and bank transfer; "Product" refers to the software or digital product(s) and/or Digital Content provided by the Supplier and licensed for use by the Buyer under the terms of the Supplier Agreement; "Supplier" denotes the licensor of the Product; "Supplier Agreement" signifies the terms and conditions established by the Supplier regarding the Product; “Services” denotes the services provided by Slatpay through which you can purchase, obtain, license, rent, or subscribe to the Product (which includes Slatpay Checkout for clarification); and “Transaction” signifies the acquisition of the Product via our Services, whether free or for a charge.

Contract Formation

By completing a Transaction through Slatpay Checkout, you are making a binding offer to enter into a contract with Slatpay, contingent upon the terms outlined in this Agreement. The Transaction process involves the following steps: Step one: You select the desired Product and agree to the terms specified in the Supplier Agreement. Step two: Your personal data, necessary for the Transaction and delivery of the Product, is collected by us in accordance with the Privacy section provided below. Final step: You have the opportunity to review all the information once again and, if needed, make corrections before finalizing the Transaction. You complete the Transaction by clicking on the button indicating “order with obligation to pay” or a similar unambiguous statement indicating your commitment to make a payment. Slatpay will promptly acknowledge receipt of the Transaction by sending you an order confirmation. This order confirmation serves as acceptance of your offer to purchase the Product and leads to the formation of this Agreement. Your agreement with Slatpay is established upon the successful transmission of the Product, subject to the terms delineated in this Agreement.

Software

In instances where a supplied Product constitutes or includes software ("Software"), the Software is licensed by the respective Supplier in accordance with the Supplier Agreement provided with the Software (or other relevant terms associated with non-Software Products, such as recurring purchases or billing services), or as otherwise mutually agreed upon between you and the Supplier.

Payment, Taxes, and Refunds

Slatpay will process payments using your selected payment method (such as credit card, debit card, PayPal account, or other available methods) for any paid Transactions, inclusive of any applicable taxes based on the tax jurisdiction where the Transaction occurs. If you pre-order a Product, you'll be charged upfront. During this period, you can request a refund for any reason until the content is delivered, after which our standard refund policy applies. You consent to receiving all invoices and receipts electronically, typically via email. Product prices may fluctuate at any time. If technical issues hinder or unreasonably delay Product delivery, your sole recourse is either Product replacement or a refund of the paid amount, as determined by Slatpay. It's essential to ensure that the information you provide is accurate and up-to-date when submitting your details. Slatpay will not be held liable for non-receipt of the Product due to inaccurate information provided by you. For order modifications, please reach out to us here. We reserve the right to cancel orders if we're unable to obtain payment authorization from your payment card issuer.

Chargebacks

We understand that there may be instances where you may not recognize or wish to dispute a payment made to Slatpay for a Transaction. A chargeback is a mechanism utilized by your payment card issuer (at their discretion) to reclaim funds from a retailer's bank. This can enable your card issuer to issue a refund under various circumstances, including: If you do not receive the Product you paid for. If you are incorrectly charged or charged twice in error. If the payment was made fraudulently. You agree to contact Slatpay before initiating a chargeback request or any dispute with your bank or card issuer regarding a Transaction. We acknowledge that chargebacks can occur for various reasons. However, if you make a card payment through Slatpay and subsequently dispute a valid charge by initiating a chargeback without justification or legitimate grounds (as determined solely by us), whether fraudulently or otherwise, then we reserve the right to restrict your use of our Services by presenting compelling evidence to refute your unjustified chargeback request.

Termination and Suspension of Services

If you fail, or Slatpay suspects that you have failed, to comply with any provisions of this Agreement, Slatpay may, without prior notice to you: (i) terminate this Agreement, with you remaining liable for all amounts due up to and including the date of termination; and/or (ii) revoke your license to the Product; and/or (iii) restrict your access to the Services. Slatpay also reserves the right to modify, suspend, or discontinue the Services (or any part thereof) at any time, with or without notice to you, and Slatpay will not be held liable to you or any third party for exercising such rights. Whenever feasible, Slatpay will provide advance notice of any modifications, suspensions, or discontinuations of the Service. Termination of the Service will not affect any rights accrued under this Agreement or the Product that you have already acquired. In cases where Slatpay suspects fraudulent activities conducted by you, we retain the right to cancel and block your usage of our Services without prior notice. Slatpay may also collaborate with relevant authorities for law enforcement and financial crime prevention purposes and disclose your details to authorities if evidence confirms malicious, fraudulent, or other criminal activity.

Consumer Right to Cancel

As a Consumer, you have the right to cancel this Agreement and return the Product within 14 days, unless the exception below applies. This cancellation period ends 14 days after the completion of the Transaction. To meet the cancellation deadline, simply inform us of your decision before the 14-day period expires. To cancel your order, notify Slatpay of your decision. You can do so promptly by reaching out to us here. Please note that for subscription services, your right to cancel applies only after the initial subscription and not with each automatic renewal. You can also exercise your right to cancel by using the model cancellation form provided below or by making any other clear, unambiguous statement through our available communication channels. If you opt to use our "Contact Us" form online, we'll promptly acknowledge receipt of your cancellation request. To Slatpay, Buyer Support Team I am writing to formally cancel my contract of sale for the following Products: Ordered on: [insert order date] Name of consumer(s): [insert name(s)] Address of consumer(s): [insert address] [Signature of consumer(s) - Only if this form is notified on paper] Date: [insert date]

Effect of Cancellation

If you cancel this Agreement as permitted above, we will promptly reimburse you for all payments received from you. The reimbursement will be made without undue delay, no later than 14 days after the day on which we are informed about your decision to cancel this Agreement.

We will process the reimbursement using the same payment method you used for the initial transaction, and you will not incur any fees as a result of the reimbursement.

Exclusion from the Right of Cancellation

The right of cancellation for Consumers does not apply to the supply of Digital Content once you have commenced downloading, streaming, or otherwise acquiring it, nor to Products for which you have already received benefits.

Policy on Refunds

Our refund policy operates at the sole discretion of Slatpay and is considered on a case-by-case basis. Refund requests may be declined by Slatpay if evidence of fraud, refund misuse, or other manipulative conduct is discovered, warranting Slatpay to contest the refund. However, your rights as a Consumer remain unaffected concerning Products that are inaccurately described, defective, or unsuitable for their intended purpose.

Subscriptions

Slatpay's Services may include the option to purchase access to Products on a subscription basis ("Paid Subscriptions"). Paid h3 automatically renew unless cancelled. In the event of a price increase for a Paid Subscription, we will notify you and seek your consent to continue. Renewal charges for Paid Subscriptions occur between 00:00 and 01:00 (UTC) on the renewal date. To cancel your subscription, please contact us here at least 48 hours before the current billing period ends. Ensure you provide your order number and the email address associated with the purchase. Your cancellation will take effect at the next payment date. Please note that no refunds are provided for unused subscription periods. Certain Paid Subscriptions may offer a free trial before charging you. If you wish to unsubscribe from a Paid Subscription before we commence charging your payment method, you must cancel the subscription before the trial period expires by contacting us here. If we encounter issues charging your payment method (such as expiration or insufficient funds), and you have not cancelled your Paid Subscription, you remain responsible for any outstanding amounts. We reserve the right to cancel your Paid Subscription if we are unable to successfully charge your payment method for the renewal.

Amendments to the Contract

Slatpay retains the authority to revise this Agreement and introduce new or supplementary terms or conditions concerning your utilization of the Services at any time. These modifications and additional terms will be communicated to you and, upon acceptance, will take immediate effect, becoming part of this Agreement and applicable to any subsequent Product purchases through the Services. Should you decline to accept these changes, Slatpay reserves the right to terminate the Agreement.

Supplier Transfer

Upon receipt of written notice from the Supplier requesting the transfer, this Agreement and Slatpay's rights and obligations under it will be automatically transferred to the Supplier. In this scenario: The Supplier agrees to adhere to this Agreement fully, as if it were the original party, replacing Slatpay. You will execute the Agreement and be subject to its terms as if the Supplier were the original party in lieu of Slatpay.

Third-Party Materials

Slatpay shall not be held responsible or liable for any third-party materials included within or linked from the Product or the Services.

Intellectual Property Rights

You acknowledge and agree that the Slatpay Services, including but not limited to content, graphics, user interface, audio and video clips, editorial content, and the underlying scripts and software, contain proprietary information and material owned by Slatpay and/or its licensors. Such proprietary information and material are protected by applicable intellectual property laws, including copyright.

You agree to use the Services and associated materials solely in accordance with the terms of this Agreement. Except as expressly permitted herein, you shall not use, reproduce, modify, rent, loan, sell, distribute, or exploit the Services or Product in any unauthorized manner.

The Slatpay name, logo, and other trademarks, service marks, graphics, and logos used in connection with the Services are the trademarks or registered trademarks of Slatpay. You acknowledge that you are granted no right or license with respect to any of the aforementioned trademarks.

Responsibilities and Limitation of Liability

Slatpay expressly disclaims all warranties, whether express, implied, or statutory, to the fullest extent permitted by law. This includes, but is not limited to, any warranty that: i) your use of the Services will be uninterrupted or error-free; ii) the Services or Products will be free from corruption, attack, viruses, interference, hacking, or other security intrusion, which shall be events of Force Majeure. Slatpay disclaims any liability related thereto. You are responsible for backing up your own system, including any Products purchased, acquired, or rented using the Service. In no event shall Slatpay, its partners, service providers, affiliates, or any of their respective directors, officers, employees, or agents be liable to the Buyer for any special, incidental, indirect, punitive, exemplary, or consequential damages, whether foreseeable or unforeseeable, arising out of or in connection with this Agreement. This applies regardless of whether either party has been apprised of the possibility or likelihood of such damages occurring, or whether claims are based or remedies are sought in contract or tort or otherwise. You may benefit from a manufacturer’s, licensor’s, or Supplier’s warranty with the Products supplied. You should refer to the relevant documentation supplied with the Product in this regard, including the Supplier Agreement.

Waiver and Severability

If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the parties agree that the court should strive to uphold the parties' original intentions as reflected in the provision. The remaining provisions of these terms shall remain in full force and effect. Slatpay's tolerance of a breach of any provision of this Agreement or failure to act upon such breach does not forfeit Slatpay's right to act in response to subsequent or similar breaches. Similarly, the delay or failure of Slatpay to exercise or enforce any right or provision of this Agreement shall not be construed as a waiver of such right or provision.

Protection of Confidential Information

Both parties agree to maintain strict confidentiality regarding any Confidential Information exchanged under this Agreement. Each party commits to safeguarding the confidentiality of such information in a manner consistent with how a reasonable person would protect similar Confidential Information.

Privacy

Slatpay is dedicated to upholding the security, confidentiality, and integrity of Buyer data through suitable administrative, physical, and technical measures. For comprehensive details about our practices, please consult Slatpay’s Privacy Policy, available at slatpay.com/legal/privacy (or any alternative URL specified by Slatpay).

Governing Law

The United Nations Convention on the International Sale of Goods is expressly excluded from application to this Agreement.

Consumers Resident in the United States

This Agreement and the relationship between you and Slatpay, as well as all Transactions, shall be governed by and construed under the laws of the State of New York, including its Uniform Commercial Code, without reference to conflict of laws principles. Any dispute or claim arising out of or in connection with this Agreement or its performance, breach, or termination shall be finally settled by binding arbitration in New York, NY, under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with said rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

All Other Consumers

Except to the extent amended by any provisions of the law of the country in which you are resident, this Agreement and the relationship between you and Slatpay, as well as all Transactions, shall be governed by the laws of England.

Businesses

If you are a Business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England, and the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.