Polar Buyer Terms and Conditions

Introduction to the Services

These Polar Buyer Terms and Conditions, the Polar Privacy Policy and the Polar Acceptable Use Policy form a binding agreement (together the “Agreement”) between you ("Buyer") and Polar Software, Inc., 3500 South DuPont Highway, Dover, DE, 19901 and its affiliates (“Polar”) and govern your use of Polar’s checkout and related reseller services (the “Services”). Polar acts as merchant of record and authorized reseller of the applicable product(s) and digital content (collectively, the “Product”) offered by the Supplier. You purchase the Product from Polar, but your rights to use the Product are licensed to you by the Supplier under the Supplier's terms and conditions in respect of the Product (the “Supplier Agreement”). By completing a Transaction, you agree to this Agreement and the relevant Supplier Agreement.

Before you complete a purchase of any subscription Product with recurring charges, Polar will present, in a clear and conspicuous manner and immediately adjacent to the purchase acceptance, the subscription price, renewal frequency, cancellation process, and that charges will recur until you cancel. By completing your Transaction, you authorize recurring charges to your selected payment method until you cancel your subscription.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE GOVERNING LAW AND ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Definitions and Interpretation

"Confidential Information" means any commercial, financial or technical information; information relating to the Product; the Services; plans or strategy, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to this Agreement;

“Digital Content” means data which are produced and supplied in digital form;

"Polar" means Polar Software, Inc. and is also referred to in this Agreement as 'us', 'we', and 'our';

"Polar Checkout" means the online checkout that Buyers use to purchase the Product and make payment to Polar using payment methods such as credit card, PayPal, alternative payment methods and bank transfer;

"Product" means the Supplier's software or digital product and/or Digital Content licensed for use by the Buyer under the terms of the Supplier Agreement;

“Services” means Polar’s services through which you can buy, get, license, subscribe or otherwise gain access to the Product, including, but not limited to Polar Checkout;

"Supplier" means the licensor of the Product;

"Supplier Agreement" means the Supplier's terms and conditions in respect of the Product; and

“Transaction” means acquiring the Product via our Services.

Contract Formation

By completing a Transaction through Polar Checkout, you make a binding offer to enter into a contract with Polar, subject to the terms of this Agreement. The Transaction process consists of the following steps:

1. You select the desired Product and agree the terms of the Supplier Agreement;
2. You provide your personal data as required for the Transaction and delivery of the Product, which is collected by us in accordance with the Privacy section below; and
3. You review your information and complete the Transaction by clicking the button marked “Purchase” or “Subscribe” as applicable.

Polar will confirm receipt of the Transaction immediately by sending you the order confirmation. The order confirmation will result in the creation of this Agreement and is our acceptance of your offer to purchase the Product.

Your Agreement with Polar is concluded upon the successful transmission of the Product, subject to the terms of this Agreement.

Software

Where any Product supplied is, or includes, software (“Software”), the Software is licensed by the relevant Supplier pursuant to the Supplier Agreement included with Software or as otherwise agreed between you and the Supplier.

Payment, Taxes and Refunds

Polar uses a third-party payment processor (the “Payment Processor”) to charge your chosen payment method (such as card or charge to your payment account) for all Transactions, including any applicable taxes based on the billing address of the Transaction or other applicable nexus rules. . The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By utilizing the Services, you agree to pay us, through the Payment Processor, in accordance with the applicable payment terms.

We reserve the right to change prices and to offer discounts and temporary promotions in conjunction with the applicable Supplier. You agree that it is your responsibility to maintain a valid payment method on file with us while using our Services.. You irrevocably and expressly authorize us to withhold any monies and/or debit any monies from any account that you have identified to Company for any chargebacks, fees, costs, deductions, adjustments and any other amounts owed to Company.

You agree to receipt of all invoices and receipts in an electronic format, which includes email. If technical problems prevent or unreasonably delay delivery of the Product, your exclusive and sole remedy is either replacement of the Product or refund of the price paid, as determined by Polar in conjunction with the applicable Supplier. When providing us with your information, you must ensure that it is up-to-date and accurate. Polar will not be responsible for the event of non-receipt of the Product due to incorrect information being provided by you. To make amendments to your Transaction, please contact us at support@polar.sh. We reserve the right to not fulfill and to cancel your Transaction if our Payment Processor is unable to process your payment.

Chargebacks

We understand that there may be occasions where you may not recognize or wish to dispute a payment made to Polar in relation to a Transaction.

Chargeback is a mechanism for your payment card issuer to reclaim money from a retailer’s bank. This can allow your card issuer to provide you with a refund if:

• You do not receive the Product you paid for;
• You are charged the wrong amount or are charged twice by mistake; or
• The payment was made fraudulently.

Please contact Polar first to resolve any billing issue. You retain any chargeback rights provided by your card issuer. If you initiate a chargeback for a validly authorized and delivered Transaction, Polar may submit evidence to your card issuer to contest the chargeback in accordance with card network rules. You agree to cooperate in good faith to resolve Transaction disputes and provide accurate information upon request so Polar may comply with card network rules.

Termination and Suspension of Services

Polar may suspend or terminate the Services or your access to a Product upon: (a) your material breach of this Agreement that remains uncured for ten (10) days after notice; (b) suspected fraud, payment failures, violation of our Acceptable Use Policy or unlawful conduct, in which case we may act immediately; (c) legal, regulatory, or card network requirements. We will provide notice of any termination or suspension where practicable. Upon termination, you remain responsible for amounts due up to the effective date of the termination. Termination will not affect rights already granted to you by the Supplier under the Supplier Agreement.

Refund Policy

Refunds are evaluated consistent with applicable law, the applicable refund policy and the card network rules. This Agreement does not limit any non-waivable consumer rights or remedies. Polar may deny a refund where we reasonably determine fraud, abuse, misuse or non-compliance with the applicable refund policy; however, we will not restrict your rights to pursue chargebacks as permitted by your card issuer. If we contest a chargeback, we will do so in accordance with card network rules.

Subscriptions

The Services may allow you to purchase access to Product on a subscription basis (“Paid Subscriptions”). Paid Subscriptions renew automatically until you cancel. We will notify you in advance if the price of a Paid Subscription increases or taxes become payable and, if required by applicable law, seek your affirmative consent to continue. We will provide renewal reminders as required by applicable law. You’ll be charged on the day the Paid Subscription period renews. You may cancel at any time, effective at the next billing cycle, by using the self-serve online cancellation flow in your account or by contacting us via support@polar.sh. We will provide a confirmation of cancellation. Except as required by law or where the Product has not been provided, fees for elapsed billing periods are non-refundable.

Certain Paid Subscriptions may offer a free trial before charging you. If you decide to unsubscribe from a Paid Subscription before we start charging your payment method, you must cancel the subscription before the expiration of the trial period via your customer account portal or by contacting us at support@polar.sh.

If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled your Paid Subscription, you remain responsible for any uncollected amounts. We may continue to attempt to charge your payment method in accordance with applicable law. We reserve the right to suspend your Paid Subscription if we are unable to successfully charge your payment method to renew your subscription. If we determine, in our sole discretion, that we will be unable to successfully charge your payment method, your Paid Subscription will be cancelled.

Agreement Changes

Polar reserves the right at any time to modify this Agreement with notice. Any material change that adversely affects you will take effect only after we provide at least thirty (30) days’ advance notice and obtain your affirmative consent where required by law. If you do not agree, you may terminate this Agreement before the change takes effect.

Third-Party Materials

Polar is not responsible or liable for third-party materials included within or linked from the Product or the Services.

Intellectual Property

You agree that the Services, including but not limited to content, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Services, contain proprietary information and material that is owned by Polar and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for in compliance with this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, loan, sell, or distribute the Services or Product in any manner, and you shall not exploit the Services in any manner not expressly authorized.

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

Supplier retains all rights in the Product. Your rights to the Product are governed by the Supplier Agreement.

Copyright Notice

Polar complies with the U.S. Digital Millennium Copyright Act. To report alleged infringement, submit a notice to Polar’s designated DMCA agent at dmca@polar.sh or DMCA Agent, Polar Software, Inc., 3500 South DuPont Highway, Dover, DE, 19901.

Warranties and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, AND POLAR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS AGREEMENT DOES NOT LIMIT ANY NON-WAIVABLE WARRANTIES OR REMEDIES UNDER APPLICABLE LAW. EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS; (B) YOUR BREACH OF IP RIGHTS OR CONFIDENTIALITY; OR (C) YOUR WILLFUL MISCONDUCT OR FRAUD, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO POLAR FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION. THE ABOVE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, OR TO DEATH/PERSONAL INJURY CAUSED BY NEGLIGENCE, OR TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. You may have the benefit of a manufacturer’s, licensor’s or Supplier’s warranty with the Products supplied and you should refer to the relevant documentation supplied with the Product in this regard.

Force Majeure

Neither party is liable for delay or failure due to events beyond its reasonable control, including acts of God, labor disputes, internet or utility failures, governmental acts, war, or epidemics; provided that the affected party uses commercially reasonable efforts to mitigate and resume performance.

Waiver and Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these terms remain in full force and effect. Polar’s acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive Polar’s right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Polar to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Confidentiality

Each party will protect the other’s Confidential Information using at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel and advisors with a need to know under obligations of confidentiality. Exceptions apply for information that is public, already known, independently developed, or rightfully received. If compelled by law to disclose, the recipient will provide notice to the other party and cooperate to seek protective treatment. Obligations survive 3 years after termination, and trade secrets survive as long as protected under law.

Privacy and Security

Polar will process personal data in accordance with Polar’s Privacy Policy. Polar does not knowingly collect personal information online from children under 13. Polar does not sell or share personal information of consumers under 16 without affirmative authorization as required by applicable law.

Polar maintains administrative, physical, and technical safeguards designed to protect personal data and complies with applicable industry data security standards for data it stores, processes, or transmits. Polar will notify you of a data breach as required by applicable law.

Governing Law and Arbitration

This Agreement and any dispute arising out of or relating to it are governed by the laws of the state of Delaware, without regard to conflict of law principles. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of the arbitration agreement below. Any dispute shall be resolved by binding arbitration administered by JAMS (or AAA if JAMS is unavailable) under its applicable rules. The arbitration will be conducted by a single arbitrator in Delaware or remotely by video conference, at your election. Each party will bear its own fees and costs, except as otherwise provided by applicable rules or law. YOU AND POLAR AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF. Either party may bring an individual claim in small claims court in the state of Delaware. Notwithstanding the foregoing, either party may seek injunctive relief in the state and federal courts of Delaware to prevent infringement, misappropriation, or violation of intellectual property or confidentiality rights. You may opt out of this arbitration agreement within 30 days of your first Transaction by sending written notice to support@polar.sh.

Notices

All notices under this Agreement must be in writing and are deemed given when sent by email to the addresses provided by the parties or posted within the Services for transactional notices.

Entire Agreement and Order of Precedence

This Agreement, together with the Supplier Agreement applicable to the Product, constitutes the entire agreement for the Transaction. In the event of conflict, this Agreement governs the Services and payment; the Supplier Agreement governs Product license terms.