Terms & Conditions for Digital Products

You and the Seller enter an agreement pursuant to, and in accordance with, the terms and conditions of these Terms and agree as follows:

1. Definitions

Unless the context requires otherwise and unless explicitly defined elsewhere in these Terms, capitalised terms and expressions in these Terms are defined terms and expressions which shall have the following meaning:

(a) “Confidential Information” means, in relation to a Party, all information (whether the information is in oral or written form or is recorded in any other medium):

(i) about or pertaining to the business of that Party, its affiliates, or their respective clients, suppliers, or business associates (including but not limited to information on products, technology, IT operations, intellectual property rights, know-how, financial information, and personal data), which is disclosed to the other Party, its affiliates or their respective personnel or contractors (or personnel of a contractor), or which is acquired by or otherwise comes to the knowledge of the other Party) in connection with the Digital Products;

(ii) the contents of these Terms;

(iii) all information identified by a Party as confidential; and

(iv) all other information of which the other Party knows or should reasonably know to be of a confidential nature;

(b) “Digital Product(s)” means all and any of the content made available to You which includes, but is not limited to, products, files, eBooks, text, images, photos, posts, logos, marks, graphics, designs, videos, audio, software, applications, computer code, metadata, downloads, and all other information and materials made available in the Shop or otherwise by or on behalf of the Seller;

(d) “Party” means either of the Parties;

(e) “Seller” means Major Praline, having its registered business address at Suresnes, France;

(f) “Shop” means the store of the Seller operated by PayHip with the URL https://payhip.com/majorpraline on which the Digital Products are made available to You;

(g) “Terms” means these terms and conditions for digital products; and

(h) “You” or “Your” means any (natural or legal) person who has agreed to and is, therefore, bound by these Terms.

2. Age

2.1 You represent and warrant that:

(a) You are at least 18 years of age; or

(b) if You are the age of 13 years or older but younger than the age of 18 years, You have been given the prior consent (one of) Your parent(s) or legal guardian(s), to enter these Terms.

2.2 The Seller makes no representation that the Digital Products are available or appropriate for use by individual persons below the age of 18.

2.3 If You are younger than the age of 13 years, the Seller does not permit You to access the Shop, or the Digital Products.

3. (Un)permitted use & communications

3.1 You are granted a non-exclusive, limited, revocable, non-transferable, non-sublicensable license to use the Digital Products for Your own personal, non-commercial, informational and educational use and insofar as You do not violate any copyright, trademark, and other intellectual property or proprietary rights (hereinafter referred to as; the “License”).

3.2 Any intellectual property rights remain exclusively vested in the Seller, its licensors, or its suppliers.

3.3 You acknowledge and agree that You are not permitted to:

(a) share, edit, modify, copy, reproduce, enhance, reverse engineer, (re)distribute, transfer, transmit, sell, resell or in any way exploit the Digital Products, provided that You are allowed to edit and modify the Digital Products for personal use, (including for use within Your business, if applicable), and provided that such modifications do not lead to the unauthorised distribution or resale of the (unaltered) Digital Products without the express consent of the Seller given by email;

(b) collect or use descriptions or prices of the Digital Products; or

(c) make any derivative use or create derivative works of the Digital Products, whether free or paid, without the express consent of the Seller given by email.

3.4 You shall not use the Digital Products to teach any third party or publish on any platform any of the information, methods, solutions, or formulae contained in or derived from the Digital Products.

3.5 You shall be liable for damages resulting from the breach or violation of any provision contained in these Terms.

4. Responsibilities, disclaimers, representations and warranties

4.1 The Digital Products are provided “as is” and “as available.”

4.2 The description of the Digital Products is intended to indicate only the general nature of the Digital Products and does not guarantee the content.

4.3 The Digital Products are for informational and educational purposes only. The Digital Products contain general information and are not, and should not be, construed as, any kind of professional advice. These are the personal opinions of the Seller only.

4.4 Your use of the Digital Products does not establish any kind of professional-client relationship with the Seller.

4.5 You use this information at Your sole risk. The Seller is not and will not be responsible or liable for Your reliance on the information.

4.6 The Seller does not represent, warrant, or guarantee that the Digital Products will be true, accurate, complete, current, or free from errors or omissions.

4.7 The Seller is not responsible for:

(i) the effectiveness of the Digital Products;

(ii) any results in relation to or outcomes from the Digital Products; or

(iii) any decisions made by You or any other third party based on the Digital Products and/or any results in relation to or outcomes from the Digital Products. The Seller does not represent, warrant, or guarantee the effectiveness of the Digital Products or the results in relation to or outcomes from the Digital Products. The Seller’s comments about the effectiveness of the Digital Products and/or result(s) and/or outcome(s) are expressions of opinion only.

4.8 it is Your personal responsibility to use the Digital Products to your convenience. The Seller is not and will not be responsible or liable for Your usage of the Digital Products.

4.9 You acknowledge that the Seller cannot make any such representations, warranties, or guarantees mentioned in this clause 4 and that You cannot hold the Seller liable in relation to:

(i) errors or omissions;

(ii) the effectiveness of the Digital Products;

(iii) any results in relation to or outcomes from the Digital Products; or (iv) any decisions made by You or any other third party based on the Digital Products and/or any results in relation to or outcomes from the Digital Products.

5. Digital Products changes & updates

5.1 The Seller reserves the right to amend, change, alter or modify the Digital Content at its discretion.

5.2 The Seller may change or update any of the Digital Products. When the Seller makes any changes or updates to the Digital Products, such changes and/or updates are not included in the Digital Products You were provided at the moment of purchasing such Digital Products. You will not receive access to the updated version of the Digital Products.

6. Fee

6.1 As consideration for access to a Digital Product, You agree to pay the Seller a total payment equal to the fee stated on the sales page of such Digital Product in the Shop (hereinafter referred to as; the “Fee”).

6.2 All amounts stated in the Shop are exclusive of any sales or value-added taxes chargeable unless explicitly stated otherwise. If any sales or value-added taxes are chargeable, You shall pay to the Seller, in addition to the Fee, an amount equal to the amount of the applicable taxes.

7. Payment

7.1 The Fee must be paid immediately at the moment of purchasing a Digital Product. You may only pay the full Fee at the moment of purchase. Payment in instalments is not permitted.

7.2 The purchase of a Digital Product is not complete, and You will not have access to such Digital Product until the Seller has received full payment of the total Fee.

7.3 Any payments under these Terms are made via PayPal or Stripe. You carry any applicable transaction costs.

7.4 You authorize the Seller to charge the credit card or account chosen by You to complete all payments under these Terms, and You do not require separate authorization for each payment.

7.5 If You fail to tender full and/or timely payment of any payment owed to the Seller, including, but not limited to, the Fee, or if a payment is cancelled or charged back, the Seller reserves the right to suspend Your access to the relevant Digital Product(s) until You have paid any payment(s) due in full.

7.6 If You fail to tender full and/or timely payment of any payment owed to the Seller under these Terms within 15 days after the due date of that payment, the Seller reserves the right to charge a late payment fee equal to 150% of the total amount overdue, to accrue monthly until payment is received. Additionally, the Seller may chargeany expenses incurred in connection with collecting the fee from You, including legal fees and collection costs.

8. Refund policy

8.1 You waive and consent to the waiver of any and all rights to any applicable statutory “cooling-off period,” “withdrawal period,” or any other cancellation and/or refund rights under applicable law insofar as the refund policy in this clause 8 deviated from such rights. The Seller is under no obligation to grant You a refund.

8.2 If You cancel these Terms, You shall not be refunded.

8.3 You are not eligible for a refund if You do not comply with or if You have breached any of Your payment or other obligations under these Terms. At the Seller’s sole discretion, if the Seller expects or believes You are abusing this refund policy, for whatever reason, the Seller is entitled to deny Your refund, restrict You from other future refunds, ban Your account, and/or restrict access to the Shop, the Digital Products and/or any other services and/or products provided by the Seller.

8.4 The Seller reserves the right to grant You a refund as a refund credit or as a refund to Your original payment method, at the Seller’s sole discretion, depending on the capabilities of the Seller’s payment service providers, Your payment method, and other factors.

8.5 If a refund is granted to You, an administration fee may be charged.

9. Access to Digital Products

9.1 You will receive the Digital Product(s) via the Shop, Your Account on the Shop and e-mail in the form of a ZIP file immediately after completing the purchase of such Digital Product(s).

9.2 The Seller reserves the right to, at the Seller’s sole discretion, completely or partially, refuse, suspend, remove, restrict Your access to the Shop and/or the Digital Products and/or revoke and/or terminate Your use of the Shop and/or the Digital Products, Your Account, and/or any licenses at any time, without notice if the Seller either knows or suspects You have or shall breach any of Your obligations under these Terms.

10. Format & compatibility

10.1 The Digital Products are available in the following format(s): ZIP, TTMP2 and PMP.

10.2 The Digital Products are designed to be compatible with TexTools 3.0. However, it is Your responsibility to ensure that Your chosen device and software are compatible with the selected Digital Product(s). The Seller is not responsible for and does not represent, warrant, or guarantee the compatibility of the Digital Products with the aforementioned devices and/or software or other devices and/or software. Future updates to the Digital Products or changes in technology may impact the compatibility of the Digital Products.

11. Term & termination

11.1 These Terms are effective as of the moment of purchasing a Digital Product and continue:

(a) until You cancel these Terms; or

(b) until the Seller terminates these Terms in accordance with this clause 11.

11.2 The Seller shall be entitled to terminate these Terms by email to You with immediate effect and thus without observing a notice period and without being liable or any compensation being due if:

(a) any payment that is due under these Terms has not been received by the Seller in full and on time;

(b) You breach any of Your obligations under these Terms; or

(c) necessary to satisfy any requirements, conditions, guidelines, or opinions contained in any directive, order, opinion, or ruling of a public authority.

11.3 If these Terms are terminated or cancelled, which termination or cancellation can only occur on the basis of and in accordance with the relevant provisions of these Terms, then:

(a) the License shall be revoked with immediate effect upon termination;

(b) Your Account shall be terminated;

(d) You shall cease and abstain from the use of and delete the Digital Products from any location You have shared or stored the Digital Products;

(e) all rights and obligations of the Parties under these Terms shall end and become ineffective, except for:

the rights and obligations accrued before that date;
any rights and (payment) obligations of or pursuant to clauses 6 and 7; and
any rights and obligations of or pursuant to clauses 12 through 25, which will remain in full force and effect after termination of these Terms; and

(f) such termination shall be without prejudice to any rights a Party may have vis à vis the other Party in connection with a breach of any provision of or obligation under these Terms occurring prior to their termination.

11.4 If these Terms are terminated due to any of the reasons listed under clause 11.2(a) or 11.2(b), the Seller is entitled to refuse You access to any other (digital) products and/or services at the Seller’s sole discretion.

12. Non-disparagement and prohibited use

12.1 You agree not to disparage the Seller’s brand, products, services or persons working for or employed by the Seller.

12.2 You agree that You will not make any unsubstantiated claims that will ruin the business reputation of the Seller.

12.3 You shall not use the Digital Products or any information or materials in relation to the Digital Products, the Seller, and/or these Terms in any way that:

(a) is illegal, infringes or violates the rights of anyone;

(b) is offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libellous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist or harmful to anyone in any way;

(d) encourages or advocates conduct that constitutes a criminal offence, giving rise to (civil) liability or otherwise violates any law;

(e) is likely to cause confusion among third parties;

(f) portrays or insinuates any endorsement or sponsorship of a Party or its products or services by the other Party or in any other way portrays or insinuates that a Party supplies or approves of the other Party or its products or services; or

(g) portrays or insinuates any special relationship between the Parties.

12.4 You shall not misrepresent or embellish Your relationship with the Seller (including, but not limited to, by expressing or implying that the Seller supports, sponsors, or endorses You) or express or imply any other type of relationship between the Parties except as expressly permitted by these Terms or agreed by email or written agreement between the Parties.

13. Limitation of liability

13.1 Your use of the Digital Products is at Your exclusive risk. You are exclusively responsible for the accuracy and correctness of the personal and other information You provide, the outcome of Your actions, Your results, and all other actions in connection with the Digital Products.

13.2 The Seller and anyone else working with or for the Seller is not responsible, nor is the Seller liable, for any damages resulting from:

(a) any loss of income, revenue, profits, use, data, business, and/or any goodwill related to the Digital Products;

(b) any theft of and/or unauthorised access to Your information by any third party, regardless of the Seller’s negligence; and

13.3 Without prejudice to clause 13.6, the Seller’s aggregate liability is limited to the Fee, excluding sales taxes, value-added taxes, and any other taxes, actually paid by You to the Seller and actually received by the Seller under these Terms.

13.4 Without prejudice to clause 13.6, the Seller is not liable for indirect damages or loss, including, but not limited to, consequential, incidental, special, or exemplary damages, or any loss of revenue, profits, savings, business opportunities, use, data, goodwill, or any loss due to business interruption.

13.5 You waive any right or remedy in equity, including, but not limited to, the right to seek specific injunctive, performance or other equitable relief, in connection with the Shop, Your Account, the Digital Products or these Terms.

13.6 Nothing in this clause 13 shall operate to limit liabilities in the event of fraud, wilful misconduct, gross negligence or any (other) liabilities that cannot be limited under applicable law.

14. Indemnity

14.1 You agree to indemnify and hold the Seller and/or anyone else working with or for the Seller harmless from all damages, losses, claims, actions, demands, suits, proceedings, or judgments, including costs, expenses and attorneys' fees assessed against or otherwise incurred by the Seller arising, in whole or in part, from:

(a) actions and/or omissions, whether done negligently or otherwise, by You or Your Account, Your agents, directors, officers, employees, and/or representatives;

(b) use of the Digital Products or Your Account by You;

(d) violation of any provisions of the Terms by You or Your Account or anyone related to You; and/or

(e) infringement by You or Your Account of any intellectual property rights or other third-party rights.

14.2 The Seller will notify You as soon as reasonably possible of any such claims, damage, and/or liability. The Seller reserves the right to defend such claim, damage, and/or liability at Your expense. If requested, You will fully cooperate and provide assistance to the Seller to defend any such claims without any cost.

15. Confidentiality

15.1 You shall use Confidential Information solely for the purposes described in these Terms and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information for other purposes without the prior consent of the Seller given by email.

15.2 You acknowledge that the Confidential Information of the Seller, its affiliates, and third parties is strategic, commercially sensitive, and valuable and that the improper disclosure or use thereof will cause serious damage and loss to the Seller.

15.3 The restrictions in this clause 15 shall not apply if and to the extent the information is or becomes available to the general public other than by disclosure by You in violation of these Terms.

15.4 You shall have no obligation with respect to Confidential Information to the extent, but only to the extent, that such information is required or requested to be disclosed by applicable laws, provided that You, to the extent practicable and permitted, promptly notify the Seller of such request or requirement.

15.5 For the purposes of this clause 15, disclosures relating to Confidential Information that are specific shall not be deemed to be within the foregoing exceptions merely because they are embraced by more general disclosures in the public domain, in Your possession, or received from a third party. In addition, any combination of features shall not be deemed to be within the exceptions merely because the individual features are in the public domain, in Your possession, or received from a third party unless the combination itself and its principle of operation are in the public domain, in Your possession or received from a third party.

15.6 You shall notify the Seller as soon as reasonably practicable of any unauthorised use, or attempted use, of the Seller’s Confidential Information and provide all information necessary to assist the Seller in any investigation it considers necessary, including for the purposes of mitigating damages, any claim, or the prevention of a recurrence. Additionally, You undertake Your best efforts to prevent a recurrence to the extent this is within Your control.

16. Personal data

The Seller only uses Your personal data for the purposes set out in these Terms. The Seller shall ensure it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data. For more information on how Your personal data is used and stored by the Seller, please refer to the Seller’s privacy policy which You can find here: www.payhip.com/majorpraline/privacy-cookie-policy.

17. Communication

17.1 Any notice, request, consent, invoice, claim, demand, or other communication between the Parties in connection with the Digital Products, the Shop or these Terms must be sent by email in English to the following email addresses set out for each of the Parties below:

(a) to the Seller: majorpralinexiv@gmail.com

(b) to You: the email address provided by You in the Shop at the moment of purchasing the Product, or such other email address as a Party may notify the other Party by email.

17.2 Unless another means of communication is explicitly provided for in this Agreement, You shall not use any other means of communication, such as text messages, direct messages on social media platforms, (registered) postal mail, or phone calls, to communicate with the Seller unless the Seller has explicitly agreed to such other means of communication.

17.3 The Seller shall endeavour to respond to emails within 168 hours on Business Days, which is a target and not a guaranteed service level. The Seller shall not be liable for failure to respond to emails within the aforementioned timeframe or the consequences arising therefrom, and any such failure shall not constitute a breach of this Agreement.

18. Electronic signature

These Terms constitute an electronic contract between You and the Seller with the full force and effect of a handwritten signature. The Parties enter into these Terms at the moment of purchase of one or more Digital Product(s) by You by way of clicking on the “Purchase” button on the purchase page in the Shop.

19. Entire agreement

These Terms constitute the entire agreement between the Parties relating to the Digital Products and supersede any earlier agreements between the Parties with respect to the subject made hereof, whether in writing (which includes email) or oral.

20. Amendments & modifications

These Terms may be changed, modified, or amended by the Seller at any time and at the Seller’s sole discretion by sending notice of such modification to You by email, effective as of the date of the email. Your continued use of the Digital Products following the effective date of such change will constitute Your acceptance of such changes, modifications, and/or amendments. If any such changes, modifications, and/or amendments are unacceptable to You, Your only recourse is to terminate these Terms in accordance with clause 11.1.

21. Assignment

You may not assign or transfer the Digital Products or any of Your rights or obligations under these Terms unless agreed between the Parties by written agreement or email.

22. Enforceability

The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced with a provision that is valid and enforceable and reflects as closely as possible the intent of the invalid or unenforceable provision.

23. No waiver

No failure or delay by the Seller in exercising any right or remedy under or in connection with these Terms shall impair any right or remedy or operate or be construed as a waiver of any right or remedy.

24. Choice of law

These Terms and any non-contractual obligations arising out of or in connection with these Terms shall be governed by the laws of France.

25. Dispute resolution & arbitration

25.1 Without prejudice to clause 25.2, all disputes arising out of or in connection with these Terms or the Digital Products, or further agreements resulting therefrom, shall be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Suresnes, France. The proceedings shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.

25.2 If:

(a) You are registered in France; or

(b) a dispute is not subject to arbitration under clause 25.1 for whatever reason,

that dispute shall be settled in the competent courts located in Suresnes, France, and both Parties irrevocably consent to the exclusive jurisdiction and location of the competent courts in Suresnes, France, for the adjudication of all non-arbitral claims.

26. Non-Affiliation and Your responsability

The Digital Products sold by the Seller are in no way affiliated with any company, video game or agency. The Digital Products are made to be used with TexTools 3.0 and aim to be used for aesthetical purposes.