DIGISTORE END USER AGREEMENT

Welcome to Digistore; a digital commerce solution for businesses of all sizes from iPay Solutions Limited a company registered in the Republic of Ghana, designed to empower businesses and individuals in Africa and emerging markets, by removing the complexities of starting, running and growing their businesses.
The Service provides an all-in-one digital commerce solution with integrated omni channel sales engine, payments, inventory, customer management, delivery and financial services designed to increase productivity and deepen customer loyalty, anywhere, anytime and on any device.
By signing up for a DigiStore Account or by using any DigiStore Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
The services offered by DigiStore under the Terms of Service include various products and services to help you sell goods and services to buyers, whether Online (“Online Store and Social Media Pages”), Offline (“Business Short Code”) In person (“POS Solution”), or across all channels. Any such services offered by DigiStore are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. DigiStore reserves the right to update and change the Terms of Service by posting updates and changes to the DigiStore website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. and if you do not accept such amendments, you must cease using the Services.

1. Account Terms

  1. To access and use the Services, you must register for a Digistore account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Digistore may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
  2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
  3. You confirm that you are receiving any Services provided by Digistore for the purposes of carrying on a business activity and not for any personal, household, or family purpose.
  4. You acknowledge that Digistore will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must monitor the primary Account email address you provide to Digistore and your primary Account email address must be capable of both sending and receiving messages. Your email communications with Digistore can only be authenticated if they come from your primary account email address.
  5. You are responsible for keeping your password secure. Digistore cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
  6. You acknowledge that you are responsible for the creation and operation of your Digistore Store.
  7. Digistore is not a marketplace or a payment service. Any contract of sale through your Digistore is directly between you and the buyer.
  8. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with your Account (“Materials”).
  9. A breach or violation of any term in the Terms of Service, as determined in the sole discretion of Digistore may result in an immediate termination of your Services.

2. Account Activation

Store Owner

The person signing up for the Service by opening an Account will be the contracting party (“Store Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.

If you are signing up for the Services on behalf of your employer, your employer shall be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

Your Digistore Store can only be associated with one Store Owner. A Store Owner may have multiple Digistore Stores. “Store” means the online store or physical retail location(s) associated with the Account.

Staff Accounts

Based on your Digistore pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings).

The Store Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Store Owner’s own acts, omissions or defaults.

The Store Owner and the users under Staff Accounts are each referred to as a “Digistore User”.

Payments Accounts

Upon completion of sign up for the Service, Digistore will create a payment account on your behalf, using your information provided with one of our payment service providers or banking partners.

You acknowledge that the Payments Service will be your default payments gateway(s) and that it is your sole responsibility as the Store Owner to activate and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them. For the avoidance of doubt, the Payment Service is a Third Party Service.

Domain Names

Upon purchasing a domain name through Digistore, domain registration will be preset to automatically renew each year so long as your Digistore Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.

3. General Conditions

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service before you may become a Digistore User.

Technical support in respect of the Services is only provided to Digistore Users.

The Terms of Service shall be governed by and interpreted in accordance with the laws of the Ghana.

You acknowledge and agree that Digistore may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Digistore’s website and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Digistore’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

You may not use the Digistore Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Ghana. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Digistore.

You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use Digistore or Digistore trademarks and/or variations and misspellings thereof.

Questions about the Terms of Service should be sent to Digistore Support.

You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

The Services allow you to send certain communications to your customers by short message service (SMS) messaging (for example, sending order confirmation notifications via SMS) (the “SMS Services”). You will only use the SMS Services in compliance with these Terms of Service, and the laws of the jurisdiction from which you send messages, and in which your messages are received.

All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns, and legal representatives. Digistore shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Digistore’s prior written consent, to be given or withheld in Digistore’s sole discretion.

If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

4. Digistore Contracting Party

If the billing address of your Store is located in Ghana:

“Digistore Contracting Party” means iPay Solutions Limited, a Ghanaian company with offices located at Ground Floor, The Orangery, La-Bawaleshi Road, East Legon, Accra, Ghana

5. Digistore Rights

We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.

We reserve the right to refuse service to anyone for any reason at any time.

We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Materials uploaded or posted to a Store, violate these Terms of Service.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any Digistore customer, Digistore employee, member, or officer will result in immediate Account termination.

Digistore does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.

We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Digistore employees and contractors may also be Digistore customers/merchants and that they may compete with you, although they may not use your Confidential Information in doing so.

In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government-issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.

Digistore retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Digistore reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

6. Confidentiality

“Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Digistore’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

 

Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

7. Limitation of Liability

You expressly understand and agree that, to the extent permitted by applicable laws, Digistore shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.

To the extent permitted by applicable laws, in no event shall Digistore or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Digistore partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

Digistore does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

Digistore does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

Digistore is not responsible for any of your tax obligations or liabilities related to the use of Digistore’s Services.

Digistore does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

8. Intellectual Property and Customer Content

We do not claim any intellectual property rights over the Materials you provide to the Digistore Service. All Materials you upload to your Digistore Store remains yours. You can remove your Digistore Store at any time by deleting your Account.

By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow Digistore to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that Digistore can, at any time, review and delete all the Materials submitted to its Service, although Digistore is not obligated to do so.

You retain ownership over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.

Digistore shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Store to promote the Service.

9. POS Services

In addition to the terms applicable to Services generally, the following terms apply to your access and use of the POS Services. The POS Services include the Digistore POS software (“POS Software”), the Digistore POS online portal,  programs, documentation, apps, tools, internet-based services and components, Digistore’s POS hardware (“POS Equipment”) and any updates thereto provided to you by Digistore.

Access to and use of the POS Services requires that you have an active and valid Account.

If your POS Services are enabled with Payments, you cannot concurrently use any other payment processing service. The payment gateway used for your POS Services must be the same as that used for your Online Services, if applicable.

You can terminate your POS Services without terminating your Account or any other Services you subscribe to, and in such case, you will continue to be billed, and will pay for, the Services (other than the terminated POS Services).

You agree to use the POS Services in accordance with all procedures that may be provided by Digistore from time to time.

While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorized access to or use of data transmitted via the POS Services.

POS Equipment is purchased, and not leased. Purchase of the POS Equipment is subject to the POS Equipment Agreement. Upon payment by you for the POS Equipment, and confirmation to you of shipment of the POS equipment, you will acquire ownership of and title to the hardware components of the POS Equipment, and you will be licensed to access and use all POS Software installed in the POS Equipment (and any updates thereto), on a limited, non-exclusive, revocable, non-sublicensable, non-transferable basis, solely for the purposes of using the POS Services. Returns and refunds are not available for the Chip & Swipe Reader, Swipe (Audio Jack) and physical gift cards purchased from the Digistore Hardware Store.

The Fees for POS Services shall be determined based on the number of locations at which you are using the POS Services. Outlets are defined by business address and are used for associating orders with a specific business address. Outlets are added through the Digistore merchant portal associated with your Account. The number of outlets using POS Services will also be detected by us and billed accordingly as part of your regular billing cycle.

10. Digistore Deliveries/Shipping

You must read, agree with and accept all of the terms and conditions contained in these Shipping Terms before you begin to use Digistore Shipping. You agree to use Digistore Shipping in accordance with all procedures that may be provided to you by Digistore from time to time. If you do not agree with these procedures then you should not use Digistore Shipping. Digistore Shipping allows you access to a fleet of Digistore courier partners and DHL Express services to assist you with fulfilment for your Digistore orders.

Digistore serves only as an intermediary between you and the applicable Carrier, allowing you to purchase services, postage and to print shipping labels (“Labels”). You are responsible for shipping to your customers. Digistore is not responsible for picking up, transporting, delivering or otherwise dealing with your shipment. You are responsible for compliance with all local and international shipping and customs regulations. Use of Digistore Shipping must be associated with Digistore orders. You are permitted to charge or pass through your shipping costs to your customers at your discretion.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of Digistore Shipping, use Digistore Shipping, or access Digistore Shipping without the express written permission of Digistore. You may not use Digistore Shipping for any illegal or unauthorized purpose. You may not, in the use of Digistore Shipping, violate any laws in your jurisdiction or the laws of Canada or the Province of Ontario.

Digistore will not be responsible for any local customs charges, import taxes or duties or any similar charges related to your shipments. You must figure out whether any of these charges will become due, and arrange for their payment. If any such charges become due as a result of your use of

DIGISTORE PROVIDES ACCESS TO DIGISTORE SHIPPING ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIGISTORE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING DIGISTORE SHIPPING. DIGISTORE DISCLAIMS ALL CONDITIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. DIGISTORE SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF DIGISTORE SHIPPING, INCLUDING BUT NOT LIMITED TO ANY DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DIGISTORE SHIPPING. IN NO EVENT SHALL DIGISTORE’S ENTIRE LIABILITY TO YOU EXCEED THE PRICE PAID BY YOU FOR DIGISTORE SHIPPING.

You agree to indemnify and hold Digistore and (as applicable) our parent, subsidiaries, affiliates, Digistore partners, officers, directors, agents, and employees, harmless from any liability, expense, loss, claim or demand, including reasonable attorneys’ fees, arising out of or in any way connected with any unauthorized use of Digistore Shipping, your breach of these Shipping Terms or the documents it incorporates by reference, your violation of any law or the rights of a third party, any data uploaded by you or on your behalf, or any of your actions or omissions related to Digistore Shipping.

Digistore will, from time to time, charge your credit card for the aggregate Fees you have incurred on Digistore Shipping. If your credit card payment is declined or if we are otherwise not able to collect payment from you for the invoiced Fees, you will not be able to use the services through Digistore Shipping, including Labels, until such Fees are paid.

You authorize Digistore to charge your credit card currently used to pay for your Account for any Fees incurred in relation to Digistore Shipping, in accordance with these Shipping Terms. You will be responsible for payment in the event your credit card is declined or we are otherwise unable to collect payment from you. An invoice will appear on the Account page of your Digistore administration console. Users have approximately two weeks to bring up and settle any issues with the billing.

If a shipment is determined to be undeliverable by a Carrier you may be contacted by email to determine whether to have the shipment returned or abandoned. You are responsible for all Fees associated with returned or abandoned shipments, regardless of whether you have approved the return or abandonment of the shipment. Digistore reserves the right to modify, suspend or terminate Digistore Shipping or your ability to use Digistore Shipping at any time, for any reason, either with or without notice to you.

11. Payment of Fees

You will pay the Fees applicable to your subscription to Online Service and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers other than Digistore Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as Digistore Payments, POS Equipment, shipping, apps, Themes, domain names, Experts Marketplace, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.

You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Digistore will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Digistore will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full.

Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Digistore’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Store Owner via the email provided. As well, an invoice will appear on the Account page of your Store’s merchant portal. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Digistore reserves the right to terminate your Account.

All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Sales Tax under the Goods and Services Tax Act), harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Digistore’s products and services. To the extent that Digistore charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Digistore of your exemption. If you are not charged Taxes by Digistore, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

For the avoidance of doubt, all sums payable by you to Digistore under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Digistore to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. Digistore shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

You are responsible for all applicable Taxes that arise from or as a result of any sale on your Digistore Store.

You must maintain an accurate outlet in the administration menu of your Digistore Store. If you change jurisdictions you must promptly update your location in the administration menu.

Digistore does not provide refunds.

12. Cancellation and Termination

You may cancel your Account and terminate the Terms of Service at any time by contacting Digistore Support and then following the specific instructions indicated to you in Digistore’s response.

Upon termination of the Services by either party for any reason:

Digistore will cease providing you with the Services and you will no longer be able to access your Account;

unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

any outstanding balance owed to Digistore for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

your Store website will be taken offline.

If you purchased a domain name through Digistore, upon cancellation your domain will no longer be automatically renewed. Following termination, it will be your sole responsibility to handle all matters related to your domain with the domain provider.

If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

We reserve the right to modify or terminate the Digistore Service, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.

Fraud: Without limiting any other remedies, Digistore may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

Modifications to the Service and Prices

Prices for using the Services are subject to change upon 30 days’ notice from Digistore. Such notice may be provided at any time by posting the changes to the Digistore website.

Digistore reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).

Digistore shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.