TEBEX CHECKOUT TERMS AND CONDITIONS OF SUPPLY (“TERMS”)

This page and any other terms referred to on this page and other terms we may ask you to accept during your use of our platform, including but not limited to game-specific terms) sets out the legal terms and conditions for the Tebex Checkout platform (the "Platform"), a Tebex Limited service (referred to within these Terms as “us”, “we”, “our”) on which we offer the Tebex Checkout service to our clients (referred to within these Terms as “you”, “your”):

These Terms apply in addition to any other terms agreed between us (such as for the Tebex webstore services). Nothing in these Terms alters or otherwise terminates any other Terms agreed to between Us and You, unless otherwise expressly noted.

Please read these Terms carefully and make sure that you understand them before using Tebex Checkout. Please note that before you obtain the benefit of the Services, you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to use Tebex Checkout.

We may amend these Terms from time to time as set out in clause 13. Please check this page regularly to ensure that you are familiar with and understand the terms which will apply at that time.

These Terms were most recently updated on 7 October 2021.

These Terms, and any Contract between us, are only in the English language.

1 Information about us

1.1 We are Tebex Limited t/a Tebex Checkout, a company registered in England and Wales under company number 08129184 and with our registered office at Tebex Limited, Levy Cohen & Co, 37 Broadhurst Gardens, London, United Kingdom, NW6 3QT. Our VAT number is GB167189962. Our site, and Tebex Checkout, are both operated by us.

1.2 You may contact us by e-mailing us at support@tebex.io. If you wish to give us formal notice of anything under these Terms, please see clause 18.

2 Access to Tebex Checkout

2.1 After we approve your application to use the Platform, you will have access to the platform until the Agreement is terminated (defined in clause 9 below).

2.2 Your access will start on the date we approve your application, and will continue until You or We terminate our Agreement in accordance with these terms.

2.3 We may refuse to accept any application to use the Platform at any time at our discretion.

2.4 We may suspend or cancel your access at any time at our discretion for any reason. Except where we suspend or cancel your access as a consequence of your breach of these Terms (in which case no funds will be released), if you have any funds due to you (as defined in clause 5.4 below), we will arrange for these to be paid out to you.

3 Our relationship with You

3.1 You grant Us a restricted, revocable, worldwide license to use your:

• Name
• Logo
• Trademarks
• Other images, wordmarks and associated content

for the purpose of promoting your servers and the items we sell on your behalf.

3.1.1 The license You grant Us is restricted for us on Tebex-owned web properties only.

3.2 Furthermore, You grant Us a restricted, revocable, worldwide license to sell the products you define in our Control Panel to Our customers ("Products", "Licensed Products").

3.3 In consideration for these licenses, we will pay you royalties as defined in clause 6.

3.4 For the avoidance of doubt, when We sell Your products, no contract is formed between You and the customer. All contracts for sale are formed between Us and the customer directly.

4 Your responsibilities

4.1 You agree, as part of the license granted to Us, to provide support and assistance to Customers who experience difficulties with purchases of Your Licensed Products, or with ancillary services provided by You (for example, access to the game server), that are related or required to use the Product.

4.1.1 As part of this, You will provide Us with a monitored contact method that Customers can use for support. This may include email, chat, Discord or other methods as We deem appropriate.

4.2 You will provide Us with accurate details of all products that we are permitted to sell. This includes:

• Name
• Recommended Retail Price
• Description
• Commands to provide the Customer with their purchased goods in game or on associated platforms
• Other details as required by Us at any time

4.3 You will provide details of any promised, recommended or required discounts on Your Licensed Products, in the form of Sales, Coupons, Giftcards or other discounts as appropriate.

4.4 If, during the course of offering the customer support agreed in clause 4.1 above, you believe the appropriate course of action would be to a refund to a Customer, you must advise us of recommendation this by using the refund option in your control panel.

5. Our responsibilities

5.1 We will produce and operate a web property "Webstore" featuring your branding, assets, and the Products you have granted us a license to sell, for the purpose of promoting those Products to potential Customers.

5.2 We may grant you access to make changes to this web property, including but not limited to changing content, imagery, updating Product listings and suggesting promotions, but none of these actions grant or otherwise imply Your ownership over the Webstore in question.

5.3 We will process Customer offers to purchase, including processing payments and handling Tax as applicable.

5.4 We will pay You a royalty on each sale of a Product You have Licensed to us, calculated in accordance with clause 6. These royalties will be held in your Wallet until such time that you request to withdraw them

5.5 For the purpose of facilitating the payment process in clauses 5.3 and 5.4, we outsource the flow of payments by using Hyperwallet payment services to receive payments from the Customer (via our Aquirers and partner PSPs) and to deliver payments to You (in the form of royalties as calculated in clause 6 below). Such payment services are subject to the Hyperwallet Terms of Service and the Privacy Policy available at https://www.hyperwallet.com/agreements-terms and https://www.hyperwallet.com/agreements-privacy which you will be required to agree to when creating your Hyperwallet account (“Wallet”).

6. Licensing and Royalties

6.1 For each sale of a Licensed Product that We make, We will pay you a Royalty

6.2 This Royalty will be calculated using the following formula:

6.3 Selling Price - (Transaction Fees + p + Tax)

6.3.1 Selling Price is the price paid by the Customer, based on the Recommended Retail Price, any Taxes or other fees we are obliged to add and any Discounts as defined in clause 4

6.3.2 Transaction Fee is the fee due based on the payment method that the Customer elects to make payment with. The Transaction Fee is variable and will be notified to You against each available payment method in your control panel. When such a fee includes a percentage, this applies to the entire Selling Price

6.3.3 p is an agreed percentage deduction, which can be located within Your control panel, this applies to the entire Selling Price

6.4 If You License Products with a Recommended Retail Price of 0 (in other words: Free), or you otherwise inform us of Discounts as defined in clause 4 which result in the product being Free (after Tax), then no royalties will be due

6.5 If You advise Us of required Discounts (as defined in clause 4), which result in Us making a net loss on a product (for example where giftcards we are required to honour do not cover the amount of Tax due), then You agree to reimburse Us for any losses sustained.

6.5.1 When required by the terms of clause 6.5, we will attempt to use funds available to You from Hyperwallet to cover such amounts. If no such funds are available, we may in our discretion require You to transfer such funds back to Us.

6.6 Royalties will be made available in your Wallet not less than 7 days after the payment has been received from the Customer. For certain payment methods, this period may be extended due to risk or settlement times. In all such situations, the time for Royalties to be made available will be listed next to the payment method in your control panel.

6.7 Certain deductions may be made from Royalties for a number of reasons, including but not limited to:

6.7.1 Fees and commissions listed in this clause 6;

6.7.2 Currency conversion fees for gateways that settle in a currency other than the agreed Webstore currency;

6.7.3 Funds reclaimed by Customers as a result of refunds issued by You (see clause 4.4 above), or refunds issued by Us, related to purchases of Products.

6.7.4 Costs associated with disputes and/or chargebacks, where not covered by, or otherwise exempted from, clause 7 below.

6.8 Where there is are no royalties available from which to make deductions, we may at our discretion either collect such funds from any payment method you have recorded with us, or offset the amount against future Royalties.

6.9 You acknowledge and agree that We may, from time to time, retain a portion of royalties (a 'Deposit') as a form of risk mitigation, to be held in Your wallet. We undertake to review the Deposit level on at least a monthly basis, and further undertake to provide You with guidance on how to reduce your Deposit level upon request.

6.9.1 You acknowledge that any Deposit is not time-limited, and will only be reduced by us as part of our review process when We are satisfied that the risk has reduced to a satisfactory level.

7. Disputes/Chargebacks

7.1 In this Clause 7 and following Clause 8, the term 'Dispute' or 'Disputes' should be taken to mean any mechanism by which a Customer may contest a payment made on the Platform, including but not limited to: PayPal Disputes, Debit Card Chargebacks, "Section 75" protection and card scheme arbitration.

7.2 As all contracts for sales are made between the Customer and Us, We are responsible for any Disputes made on Licensed Products

7.3 Notwithstanding clause 7.2 above, You acknowledge that some Disputes may be the result of incorrect descriptions of Your Products as provided by You, or otherwise as a result of the performance or non-performance of an ancillary service provided by You (for example, access to the game server), that is related or required to use the Product We have sold.

7.4 Should a customer raise a Dispute on a payment made on the Platform, We may use collected data (command logs, player access logs, purchase history etc) to challenge the Dispute if appropriate.

7.5 We may additionally ask for Your assistance in resolving a Dispute, particularly where information stored on Your servers (evidence of package delivery etc) would be beneficial in challenging said Dispute.

7.6 In the instance that a Dispute is raised against a product licensed by You, You agree to reimburse any losses suffered by Us (including but not limited to the initial value of the purchase and reasonable costs incurred in defending the Dispute (currently set at 20 (in words: TWENTY) US DOLLARS), unless We have granted Seller Protection on the payment as defined in clause 8 below. Such funds will, in line with clause 6 above, be recovered from your wallet or future royalties.

8. Seller Protection

8.1 As We hold the contract with the Customer, We may, at our discretion, absorb the costs associated with any Dispute (including but not limited to reclaimed funds, fees and costs for investigating the Dispute). This is further referred to as 'Seller Protection'.

8.2 For the avoidance of doubt, any transaction that does not have Seller Protection will be indicated as such in your control panel. For any disputes that are associated with such a transaction, You will be required to reimburse Us in line with clause 7.6 above.

8.3 Situations where Seller Protection will not be offered include, but are not limited to:

• Transactions that have no verifiable, deliverable items, including but not limited to transactions without commands, discord actions or links for downloadable assets
• Transactions that originate from a Customer that does not pass our fraud checks, but who is able to purchase by Your use of the "whitelist" tool in Your control panel
• Transactions that originate from a Webstore where we have advised You that We are withdrawing Seller Protection for that Webstore.

8.4 Notwithstanding Seller Protection as outlined in this clause 8, and furthermore in reference to clause 7.3 above, You agree that Seller Protection can be retroactively revoked from a transaction if, in our opinion, you or anyone acting on your behalf, through action or inaction, could reasonably be seen to:

• Have caused said Dispute (whether or not due to one of the reasons listed below or in clause 7.3 above)
• Directly or indirectly advised a customer to raise a Dispute.
• Neglected to give warning to Us or a potential Customer that a server is to close.
• Continued to offer Us Licensed Products for a server that is due to imminently close.
• Refused to provide support to customers who are having difficulties with their purchase in line with clause 4.1 above.
• Refused to assist Tebex with contesting a Dispute as outlined in Clause 7.5 above.

8.5 In situations where legitimate fraud, including but not limited to stolen cards, cloned cards and compromised payment methods is apparent, We may, at our sole discretion, opt to refund the payment before a dispute is adjudicated. Such situations will be classified as a refund rather than a dispute, and as such will not be covered by seller protection, and, in line with clause 6 above, such funds may be recovered from your wallet or future royalties.

9. Termination

9.1 If you wish to terminate your use of the Platform, you may do so at any time by sending us a written request by e-mail. We will aim to respond to any such request, and notify you by email that we have processed your requested change or cancellation, within 48 hours.

9.1.1 where you cancel your Plan, your cancellation shall take effect from the date of our email confirmation. If you have any funds due to you (as defined in clause 5.4), we will arrange for these to be paid out to you.

9.2 We may terminate your use of the Platform at our discretion for any reason. If we chose to terminate your use of the Platform, we will notify you in writing by email. Except where we suspend or cancel your access as a consequence of your breach of these Terms (in which case no funds will be released), if you have any funds due to you (as defined in clause 5.4), we will arrange for these to be paid out to you.

9.3 In all instances of termination, we reserve the right to withhold funds for a period defined by us, but not more than 60 days, to mitigate the risk of any chargebacks that are received after termination.

10 How we use your personal information

10.1 We only use your personal information in accordance with our Privacy Policy. Please take the time to read our Privacy Policy, as it includes important terms which apply to you.

11 Authority and applicable terms

11.1 To be eligible to apply to use the Platform, you must (i) have full legal capacity to enter into a contract in your country of residence; and (ii) if you are an individual, be at least 18 years old; and you further represent and warrant to us that you have authority to bind any business on whose behalf you use our Platform.

11.2 Where you do not meet the requirements set out in clause 11.1 above you will need to ask a person who does satisfy those requirements to purchase the Plan on your behalf and enter into a contract with us.

11.3 You acknowledge that in applying to use the Platform you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms, or any document expressly referred to in them.

11.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and/or the Contract.

12 How the contract is formed between you and us

12.1 If you wish to use the Platform, you must apply for access, either through our site or in writing by email. Please take the time to read and check the details of the Platform and associated costs at each stage of the registration process.

12.2 After apply to use the Platform, you will receive a confirmation e-mail from us acknowledging that application has been accepted at which point you and we will have entered into a contractual commitment (the “Contract”).

13 Our right to vary these Terms

13.1 We may vary these Terms, and the Services that we offer in connection with the Platform, from time to time by publishing updated Terms and/or updated Platform descriptions on our site and/or by notifying you by e-mail. Please consider the section at the top of this page to see when these Terms were last updated.

13.2 If we revise these Terms as they apply to your use of the Platform, and you do not agree to the changes, you may terminate your use of the Platform in accordance with the clause 9 above.

14 Your account and use of the Platform

14.1 Tebex Checkout is a platform where you can list products (and provide other assets and marketing material), that you grant Us a license to market and sell to Our Customers, in exchange for a licensing fee.

14.2 The content and assets You provide (except for any content provided by us) is your sole and entire responsibility, and you warrant that such content You provide to Us does not infringe the intellectual property rights, or any other rights, of any third party.

14.3 You shall not in whole or in part, copy, reproduce, publish, distribute, translate or modify the Platform without our prior written consent.

14.4 You shall not create any derivative work from, disassemble, decompile, reverse engineer or otherwise attempt to discover the source code contained in or pertaining to the Platform.

14.5 You shall not violate any policy pertaining to the Platform that may be made available on our website https://www.tebex.io/ from time to time.

14.6 At all times when using the Platform, you must comply fully with the terms of the Game in question.

14.7 You must treat your account details, including your username and password, as confidential, and not disclose them to any third party other than those approved users who have access to your ‘Team Account’, or those employees or members of your business who have your authority to access your account on the Platform.

14.8 If you know or suspect that anyone other than a third party you have specifically authorised knows your user identification code or password, you must promptly notify us at support@tebex.io.

14.9 Our Platform may only be used for lawful purposes. You are prohibited from violating or attempting to violate the security of our Platform or using it to obtain products or services not properly ordered and fully paid for.

14.10 You may not use the Platform as a licensor until you have accepted without change these Terms and agreed to comply with the obligations each and every time you license anything using the Platform or otherwise use the Platform, including when you list Products to license on the Platform.

14.11 You will not abuse or make any defamatory remarks about any person (whether a Customer or otherwise).

14.12 You will not offer for License any material or Products which are unlawful under the laws of England and Wales, as well as those of their country of residence.

14.13 You will not use the Platform to send, list, distribute, or otherwise divulge any material that is illegal, objectionable, misleading, false, defamatory, obscene, menacing, otherwise injurious, or in breach of third parties’ privacy or intellectual property rights.

14.14 You will not transfer your account to another party without our prior written consent.

14.15 You will not create your own database that features substantial parts of the Platform without our prior written consent.

14.16 You will not use Customer e-mail addresses or any other information collected in the course of a transaction to send marketing e-mails or other similar materials directly to Customers unless this is done in accordance with applicable data protection legislation.

15 Our provision of the Services

15.1 We will make reasonable efforts to keep the Platform operational at all times. Technical difficulties may result in temporary interruptions to the Platform.

15.2 No interruptions to the Platform shall entitle you to a refund of any payment already made by you or any compensation for revenue lost.

15.3 We are under no obligation to provide any content for the Services and reserve the right to upload, remove, vary or otherwise deal with any content provided on our site from time to time.

16 Liability

16.1 Nothing in these Terms limits or excludes our liability for:

16.1.1 death or personal injury caused by our negligence; or

16.1.2 fraud or fraudulent misrepresentation; or

16.1.3 any other loss or liability which may not be excluded or limited by law.

16.2 Subject to clause 16.1, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising for:

16.2.1 any loss of profits, sales, business, or revenue;

16.2.2 loss or corruption of data, information or software;

16.2.3 loss of business opportunity;

16.2.4 loss of anticipated savings;

16.2.5 loss of goodwill; or

16.2.6 any indirect or consequential loss.

16.3 Subject to clause 16.1, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising, shall in no circumstances exceed five hunded pounds.

16.4 You shall remain solely responsible for compliance with your own legal duties and obligations, including (but without limitation) in respect of the content of Your Webstore (except to the extent we have provided this content to you) and the provision of your services to your own customers. Subject to clause 16.1, we shall not be liable to you or any of your customers for any loss or liability arising out of any failure by you to comply with the terms of any agreement between you and any of your customers, or for your failure to comply with any other legal duties or obligations relating to your use or operation of Your Webstore.

16.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the content provided through the Services is suitable for your purposes.

17 Indemnity

17.1 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

17.1.1 your breach or negligent performance or non-performance of any of these Terms;

17.1.2 any claim made against us for the actual or alleged infringement of any third party intellectual property rights arising out of or in connection with: your use of the Services; any content on Your Webstore (other than content provided by us); or any products sold by you on Your Webstore; and

17.1.3 any claim made against us by any third party arising out of or in connection with the digital content, goods or services supplied by you through Your Webstore.

18 Communications between us

18.1 When we say "in writing", this includes e-mail.

18.2 Any notice or other communication given by you to us, or by us to you, under or in connection with these Terms needs to be in writing and can be delivered personally, sent by registered post or airmail, or sent by email. We will contact you at the address or e-mail address you provide when registering.

18.3 Where you are sending us a notice or communication, please deliver this to us personally at, or send it by registered post or airmail to:

Tebex Limited

Levy Cohen & Co

37 Broadhurst Gardens

London

United Kingdom

NW6 3QT

or send it by e-mail to support@tebex.io.

18.4 A notice or other communication will be assumed to be received:

18.4.1 if it was delivered personally, on the date it was left at our address above;

18.4.2 if it was sent by registered post or airmail at 9.00 am on the fifth working day after it was posted; or

18.4.3 if it was sent by e-mail, one working day after it was sent.

18.5 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

18.6 This section will not apply to any documents or proceedings served on us in any legal action.

19 Confidential information

19.1 Any non-personal information or material, except for financial information, sent to us will be deemed NOT to be confidential. By sending us any non-personal information or material, you give us an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and you also agree that we are free to use any ideas, concepts, know-how or techniques that you send us for any purpose. However, we will not release your name or otherwise publicise the fact that you submitted materials or other information to us unless:

19.1.1 you give us permission to do so;

19.1.2 we first notify you that the materials or other information you submit to a particular part of our site will be published or otherwise used with your name on it; or

19.1.3 we are required to do so by law.

20 Other important terms

20.1 We may transfer our rights and obligations under our Contract with you to another organisation, but this will not affect your rights or our obligations under these Terms.

20.2 You may only transfer your rights or your obligations under our Contract with you if to another person if we agree in writing.

20.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

20.4 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

20.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

20.6 Any Contract and any dispute or claim arising out of or in connection with it 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 Wales.

20.7 We both agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).