These Terms (“Terms”) constitute a binding legal contract (“Agreement”) between (a) Subotiz Inc, 407 W Duarte Rd, Unit 3, Arcadia, California 91007 (collectively, “Subotiz”, “we,” “us,” and “our”), and (b) you, the buyer (with references to “Buyer”, “you” or “your” being construed accordingly).

Suboitz is the Merchant of Record and authorised reseller of the Product for the Supplier, which means that you purchase the Product from Subotiz using the Services, but the Product is licensed to you by the Supplier.

Please read the Agreement carefully. By placing an order with Subotiz, you agree to the terms and conditions set out in both this Agreement and the Supplier Agreement.

If you are a Consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in this Agreement, including the Governing Law clause, affects your rights as a Consumer to rely on such mandatory provisions of local law.

1. Definitions and interpretation

“Business” means a Buyer which is purchasing the Product or using the Services;

‍"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;

‍“Consumer” means a Buyer who is purchasing the Product or using the Services wholly or mainly for their personal use;

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

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

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

‍"Supplier" means the licensor of the Product;

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

‍“Service(s)” means Subotiz’s services through which you can buy, get, licence, rent or subscribe to the Product (and which for the avoidance of doubt includes Subotiz Checkout);

and “Transaction” means acquiring the Product via our Services for free or for a charge.

2. Order Placement and Acceptance

2.1 By completing a Transaction through Subotiz Checkout, you make a binding offer to enter into a contract with Subotiz, subject to the terms of this Agreement. You are bound by the version of these Terms in effect on the date of each order you place for a Product through Subotiz Checkout. These Terms may change from time to time, so please review them upon submission of each order, even if you have reviewed them before.
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2.2 An order submitted by you only constitutes an offer by you to us to purchase Products through the Subotiz Checkout subject to these Terms at the price and on the terms stated in the order, and is subject to our subsequent acceptance, irrespective of whether the button or link you press or activate to submit your order to us includes words such as “complete order” or otherwise indicates that it is the final step in completion of your order. Subotiz will confirm receipt of the Transaction of the order immediately by sending you the order confirmation. The order confirmation will result in the creation of this Agreement and is  acceptance of your offer to purchase the Product.
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2.3 Your submitted order is only an offer to purchase Products under these Terms and will only become binding upon our confirmation. 
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‍2.4 By clicking “Submit Order” or similar on the Subotiz Checkout, you make a legally binding offer and consent to (i) use electronic communications for contracts and orders, and (ii) receive notices and transaction records electronically. 
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‍2.5 We may cancel your order at any time before acceptance of your offer. Any automatic acknowledgment email does not constitute acceptance.
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‍2.6 We may retain records of orders and related documents for the period allowed by law. You are responsible for keeping your own copies.
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‍2.7 If we reasonably believe you cannot pay, fail to pay on time, breach these Terms, engage in fraud, or we cannot process your payment, we may: (a) stop Products in transit; (b) suspend further deliveries; (c) suspend or stop the Service; (d) revoke rights to Third-Party Services; (e) cancel any auto-renewal plans; and/or (f) terminate any other contracts with you.

3. Payment, taxes and refunds

3.1 Subotiz will charge your chosen payment method (such as your credit card, debit card, or any other methods available) for any paid Transactions, including any applicable taxes according to the tax jurisdiction in which the Transaction is taken place.
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‍3.2 You agree to receipt of all invoices and receipts in an electronic format, which includes email. Product prices may change at any time. 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 Subotiz. When providing us with your information, you must ensure that it is up-to-date and accurate. Subotiz 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 order, please contact us. We reserve the right to not fulfill and to cancel orders if we’re unable to obtain payment authorisation from the issuer of your payment card.
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‍3.3  If you use a third-party payment or billing provider, your use is subject to their terms. You may need to create an account and provide payment details. Subotiz is not liable for any actions or omissions of these third-party providers, and you agree to hold us harmless from any related claims.
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‍3.4 For overdue amounts, Subotiz may charge interest at the maximum legal rate from the due date until full payment. You agree to reimburse us for any costs incurred in recovering overdue amounts.

4. Third-Party Warranties, Software and Service Use Rights 
4.1 You will have the benefit of any manufacturer’s, licensor’s or supplier’s warranty provided by the manufacturer, licensor or supplier to you in connection with your purchased Products and should refer to the relevant documentation supplied with the Product in this regard. Subotiz expressly disclaims any obligations with respect thereto. 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 (including the Supplier Agreement).
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4.2 Where any Product supplied is, or includes, software (“Software”), the Product is licensed by the relevant Supplier pursuant to the Supplier Agreement included with Software or otherwise agreed between you and the Supplier shown during checkout or installation.
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- You may not copy, modify, reverse-engineer, or distribute the software unless allowed by the license terms or law.
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- Once the software package has been accessed, downloaded, installed, or otherwise used, you typically cannot return or request a refund, unless stated otherwise in the Supplier Agreement or required by applicable law.Except as required by law or specified in the license, software is provided “as is”, without any warranties, including fitness for purpose, performance, or error correction.
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4.3 With respect to your purchase of a Service Use Right (as defined below) associated with a software-as-a-service, platform-as-a-service, or infrastructure-as-a-service offering operated and provided by a third party (“Third Party Service”), Subotiz is selling you an intangible right to access, use, and/or participate in such Third Party Service for a specified usage duration (a “Service Use Right”) and Subotiz is not the provider or operator of such Third Party Service. 
Your use of a Third Party Service is subject to the relevant Supplier Agreement or other license terms between you and the Third Party Service operator (and not us) related to such Third Party Service. You agree and acknowledge that these Terms only apply to our sale of Service Use Rights to you, and do not apply to your use of a Third Party Service. 
The company or entity that operates the Third Party Service is solely responsible for fulfilling, operating and providing the Third Party Service for which Subotiz resells you a Service Use Right. You agree to hold us harmless from and against any liability resulting from your use of, or inability to use, a Third Party Service, except that Subotiz (either directly or through our subcontractor) will provide reasonable customer support to you in connection with the fulfillment to you of access credentials as part of your purchased Service Use Right. Subotiz disclaims any warranties, terms or conditions as to quality, fitness for purpose, performance or correspondence with description and Subotiz does not offer any warranties or guarantees in relation to the availability, use or results from using any Third Party Service for which Subotiz sells Service Use Rights. You are advised to refer to any Supplier Agreement with regard to determining your rights against the operator of a Third Party Service.
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4.4 Subotiz is not responsible or liable for third party materials included within or linked from the Product or the Services.

5. Termination and suspension of Services
‍If you fail, or Subotiz suspects that you have failed, to comply with any of the provisions of this Agreement, Subotiz may, without notice to you: (i) terminate this Agreement, and you will remain liable for all amounts due up to and including the date of termination; and/or (ii) terminate your license to the Product; and/or (iii) preclude your access to the Services. Subotiz further reserves the right to modify, suspend, or discontinue the Services (or any part thereof) at any time with or without notice to you, and Subotiz will not be liable to you or to any third party should it exercise such rights. To the extent possible, Subotiz will warn you in advance of any modification, suspension or discontinuance of the Service. Termination of the Service will not affect any rights accrued thereunder or the Product that you have already acquired.

Where Subotiz suspects that fraudulent activities are being conducted by you, we have the right to cancel and block your usage of our Services without notice. Subotiz may also liaise with relevant authorities for law enforcement and financial crime prevention reasons and pass your details on to authorities should evidence be found confirming malicious or fraudulent or other criminal activity.

6. Consumer Right to Cancel

6.1 For Consumers located outside the United Kingdom and the European Union, all sales of Products are final once the download, streaming, installation, or other access to the Product has commenced. No cancellations, returns, or refunds will be provided after access has begun, except as explicitly required under applicable local consumer protection laws or otherwise agreed by us. 

‍6.2 If you are a Consumer in Europe and the United Kingdom and unless the below exception applies, you have the right to cancel this Agreement and return the Product within 14 days without giving any reason. The cancellation period will expire after 14 days from the day after completion of the Transaction. To meet the cancellation deadline, it is sufficient that you send us your communication concerning your exercise of the cancellation right before the expiration of the 14 day period.

‍WHERE A PRODUCT IS DIGITAL CONTENT WHICH IS IMMEDIATELY MADE AVAILABLE, BY DOWNLOADING OR OTHERWISE ACQUIRING THE PRODUCT, YOU CONSENT TO IMMEDIATE PERFORMANCE OF THIS AGREEMENT AND ACKNOWLEDGE THAT YOU WILL LOSE YOUR RIGHT OF WITHDRAWAL FROM THIS AGREEMENT ONCE THE DOWNLOAD OR APPLICABLE TRANSMISSION OF THE DIGITAL CONTENT HAS BEGUN.

‍To cancel your order, you must inform Subotiz of your decision. Please note that in respect of subscription services your right to cancel is only present following the initial subscription and not upon each automatic renewal.

6.3 Effect of Cancellation If you cancel this Agreement as permitted above, we will reimburse to you all payments received from you.We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this Agreement.We will make the reimbursement using the same means of payment as you used for the initial transaction and you will not incur any fees as a result of the reimbursement.

7. Refund Policy

7.1 Refunds are provided at the sole discretion of Subotiz and on a case-by-case basis and may be refused. Subotiz will refuse a refund request if we find evidence of fraud, refund abuse, or other manipulative behaviour that entitles Subotiz to counterclaim the refund.This does not affect your rights as a Consumer in relation to Products which are not as described, faulty or not fit for purpose.

‍7.2 Indirect Sales Tax refund policy If you’ve been charged sales tax on your purchase and are registered for sales tax in the country of purchase, you may be entitled to a refund of the sales tax amount if permitted by the laws applicable in such country. Sales taxes include VAT, GST, Consumption Tax and others as applicable from time to time. You must contact Subotiz within 60 days after completing the purchase to be eligible for a sales tax refund. This refund will only be processed upon the provision of a valid sales tax code for your country. All refund requests received after 60 days from the date of the Transaction will not be processed.

8. Chargebacks

‍We understand that there may be occasions where you may not recognise or wish to dispute a payment made to Subotiz in relation to a Transaction.
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Chargeback is a mechanism for your payment card issuer (at their discretion) to reclaim money from a retailer’s bank. This can allow your card issuer to provide you with a refund in a number of circumstances, including:
- if you do not get the Product you paid for;
- if you are charged the wrong amount, or charged twice by mistake;
- if the payment was made fraudulently.

You agree to contact Subotiz prior to raising a request for a chargeback or any dispute with your bank or card issuer in relation to any Transaction.

We recognise that chargebacks can happen for a variety of reasons. However, if you make a card payment through Subotiz, and later dispute a legitimate charge by raising a chargeback without merit or legitimate reason (as determined at our sole discretion), whether fraudulently or otherwise, then we reserve the right to prohibit you from using our Services by providing compelling evidence to refute your invalid chargeback request.

9. Waiver and Limitation of Liability; Risk Allocation

9.1. YOU UNDERSTAND AND AGREE THAT SUBOTIZ IS NOT THE MANUFACTURER OF THE PRODUCTS SUBOTIZ OFFERS FOR SALE, AND IS NOT THE OPERATOR OF THIRD PARTY SERVICES FOR WHICH SUBOTIZ OFFERS SERVICE USE RIGHTS FOR SALE THROUGH THE PROPERTY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PRODUCTS AND THE SUBOTIZ SERVICE ARE PROVIDED TO YOU “AS IS,” AND YOUR USE IS AT YOUR OWN RISK. SUBOTIZ DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. UNLESS AGREED OTHERWISE OR REQUIRED BY APPLICABLE LAW, ANY WARRANTIES PROVIDED IN RELATION TO PRODUCTS OR SUBOTIZ SERVICE ONLY EXTEND TO YOU ON THE UNDERSTANDING THAT YOU ARE A USER AND NOT A RESELLER OF THOSE PRODUCTS.

9.2. SUBOTIZ HAS PRICED PRODUCTS AVAILABLE FOR PURCHASE FROM US UPON THE UNDERSTANDING, AND YOU HEREBY ACKNOWLEDGE THE UNDERSTANDING, THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: (a) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICABLE PRODUCTS AND/OR SUBOTIZ SERVICE WHICH GIVE RISE TO SUCH LIABILITY; AND (b) NEITHER SUBOTIZ NOR OUR VENDORS OR LICENSORS SHALL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOSS OR INTERRUPTION OF BUSINESS) IN CONNECTION WITH YOUR USE OF THIS SITE OR YOUR PURCHASE OR USE OF ANY PRODUCT OR SUBOTIZ SERVICE, HOWEVER CAUSED AND WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SUBOTIZ  WAS AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS. 

9.3. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THESE TERMS LIMIT OUR LIABILITY TO YOU FOR ANY LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW.

9.4. California Buyers.  California, USA, residents expressly agree to waive California Civil Code Sec. 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

9.5. You agree to defend, indemnify and hold harmless us, our subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to (a) any Products purchased by you in connection with your use of the Subotiz Checkout (including without limitation your use of any Third Party Service for which you purchase Service Use Rights from us), or (b) the violation of Section 10 of these Terms by you, your employees, consultants, agents, distributors, or customers.9.6. To the fullest extent permitted by law and save where expressly set out in any License Terms or elsewhere, Subotiz shall have no liability to you in the event of the Products or the Subotiz Service infringing or being alleged to infringe the proprietary rights of any third party. In the event that the Products are or may be the subject of patent, copyright, database right, registered design, trade mark or other rights of any third party, you should refer to the relevant terms of the Product manufacturer and/or licensor/owner. Subotiz shall be obliged to transfer to you only such right or title as Subotiz has.

10. Export and Custom Duties

10.1. Export Control Compliance Each Product and any related items (including software, APIs, technology, and technical information) provided by Subotiz may be subject to U.S. and other applicable export control and trade sanctions laws, including but not limited to the U.S. Export Administration Regulations (EAR) and the U.S. Foreign Assets Control Regulations (FACR). You agree to comply with all applicable laws relating to the export, re-export, transfer, use, or import of any Product or related items. You represent and warrant that you will not use, export, re-export, or transfer any Product or related items in violation of any applicable laws, including export control and trade sanctions laws. Diversion contrary to applicable law is prohibited. Notwithstanding any other request or agreement to the contrary, neither you nor Subotiz shall take or be required to take any action prohibited or penalized under U.S. or applicable foreign law.

‍10.2. Taxes and Compliance Unless otherwise stated during the order process, your payment does not include any applicable taxes, duties, or charges that may apply under the laws of your jurisdiction (including VAT, GST, sales tax, consumption tax, or similar). You are responsible for paying all applicable taxes imposed by your country of residence or use. You should consult your local tax authorities for further information regarding any tax obligations arising from your purchase or use of our services.

11. Subscriptions
‍The Services may allow you to purchase access to Product on a subscription basis (“Paid Subscriptions”). Paid Subscriptions automatically renew until cancelled. We’ll notify you if the price of a Paid Subscription increases and, if required, seek your consent to continue. If you wish to cancel your subscription, please contact us at least 48 hours before the end of the current billing period. Please make sure you provide your order number and the email address used to purchase the Product. Your cancellation will take effect at the next payment date. There are no refunds on unused subscription periods.

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 by contacting us. 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 reserve the right to cancel your Paid Subscription if we are unable to successfully charge your payment method to renew your subscription.

‍12. Contract Changes
12.1 Subotiz reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be communicated to you and if accepted, will be effective immediately and will be incorporated into this Agreement and will apply to the purchase of any further Products through the Services. In the event you refuse to accept such changes, Subotiz will have the right to terminate the Agreement.

12.2 Any notice or other communications in relation to this Agreement may be given by sending the same by hand delivery, pre-paid post, fax or e-mail (a) with respect to notices and communications to you, to the address and contact information you provided in connection with your purchase of Products and/or Subotiz Checkout; and (b) with respect to notices and communications to us, to the address listed at the beginning of this Agreement or as otherwise specified in your order confirmation email or notification of Acceptance. These will also be the addresses for service of legal proceedings in the manner prescribed by law. 

13. Transfer to Supplier
‍This Agreement and Subotiz’s rights and obligations under this Agreement will be transferred automatically to the Supplier upon receipt of a written notice from the Supplier requesting the transfer. In such circumstances: (1) The Supplier agrees to be bound by this Agreement in every way as if it were the original party to it in place of Subotiz; and (2）You will perform the Agreement and be bound by its terms in every way as if the Supplier were the original party to it in place of Subotiz.

‍14. 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 Subotiz 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 authorised.The Subotiz name, the Subotiz logo and other Subotiz trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of Subotiz throughout the world, you are granted no right or license with respect to any of the aforesaid trademarks.

‍15. Confidentiality
‍The parties agree that any Confidential Information provided under this Agreement shall be held and maintained in strict confidence. Each party agrees to protect the confidentiality of such information in a manner consistent with the way a reasonable person would protect similar Confidential Information.

‍16. PrivacySubotiz will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Buyer data, as described in Subotiz’s Privacy Policy which can be found here.

17. Governing Law
‍Except to the extent amended by any provisions of the law of the country in which you are resident if you are a Consumer, this Agreement is governed by the laws of the State of California, which will be governed by and construed in accordance with the laws of the applicable country, state, province, territory, or other jurisdiction in which such security interest is registered, and in each case without regard to its choice of law provisions to the contrary. The exclusive venue for any actions or claims arising under or related to these Terms shall be a court of competent jurisdiction in the State of California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.

‍18. Genenral
18.1 This Agreement sets forth the entire understanding between you and us with respect to your use of the Subotiz Service and your purchase of Products from Subotiz, and supersedes any and all prior or contemporaneous communications, agreements, and representations, whether written or oral, related thereto. 

‍18.2 These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. 

‍18.3 Subotiz may engage the services of subcontractors or agents to assist Subotiz in the performance of its obligations related to these Terms. You may not assign or transfer your rights under these Terms, and any purported assignment or transfer shall be void. 

‍18.4 No relaxation, forbearance, delay or indulgence by either you or us in enforcing any of these Terms or the granting of time by either party to the other shall prejudice or restrict such rights and powers. 

‍18.5 No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition. 

‍18.6 If for any reason Subotiz determines or an arbitrator or court of competent jurisdiction finds that any provision or portion of these Terms to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction: (a) these Terms will not be affected in other jurisdictions to the extent that such determination or finding has no application; and (b) in the relevant jurisdiction, the remainder of these Terms (to the fullest extent permitted by law) will continue in full force and effect.

‍19. Contact If you have any questions about these Terms, your purchase, or need assistance with your order, please contact us before taking any further action. You may reach our support team at  service@subotiz.com. We will make reasonable efforts to respond promptly and resolve your issue. For billing or refund inquiries, please include your order number and relevant transaction details to help us assist you more efficiently.