Terms of sale of Goods on the Online Store

(Byte3 Store Sales Agreement)

Last Updated: January 2, 2021

  1. DEFINITIONS

1.1. Buyer - an entity (private party, business, etc.) intending to order or purchase, or ordering, purchasing and using the Goods and placing a Purchase Order on the Site, or specified in the Purchase Order as the recipient of the Goods.

1.2. Seller - Byte3, Inc. located at 651 N Broad St #206, Middletown, DE 19709, USA. Which sells the Goods through the Site.

1.3. Online Store - is a method of remote sale of the Goods, in which the purchase and sale agreement is concluded on the basis of the Buyer's acquaintance with the description of the Goods proposed by the Seller on the Site by means of specifications, electronic images, virtual models, excluding the possibility of direct acquaintance of the Buyer with the Goods or sample Goods upon conclusion of such an agreement. The order of the Goods can be made through the Site.

- a set of: services, functionalities, and information materials posted on the internet website located at byte3.store.

1.5. Product - an object of purchase and sale "Byte3 Digital Product", presented for sale on the Site, by placing it in the appropriate section of the Site.

1.6. - One or more Products selected for purchase by Buyer in the Purchase Order from the Site.

1.7. Purchase Order - a completed Buyer's request for the purchase and delivery of Goods via the electronic communication channel specified in the request, for certain Goods selected on the Online Store, via the Internet.

1.8. Purchase Date - the on which Seller has received confirmation and receipt of payment from their payment method receiving accounts.

1.9. Beneficiary - Seller's classification of any entity that is in possession of purchased Goods.

  1. GENERAL PROVISIONS

2.1. These "Terms of sale of Goods on the Online Store (hereinafter referred to as the Terms) regulate the relationship between the Seller and the Buyer, as well as determine the procedure for the purchase and sale of the Goods through the Online Store, and, in accordance with (UCC Article 2, Sales), define the Sales Agreement offered to Buyer by the Seller. When jointly referred to, the Seller and the Buyer are also referred to as the Parties, and each separately as a Party. These Terms govern the following:

  1. a) voluntary choice by the Buyer of the Goods on the Online Store;
  2. b) the Buyer's self-registration of an order on the Online Store;
  3. c) payment by the Buyer for the order placed on the Online Store;
  4. d) execution and transfer of the Goods to the Buyer in accordance with these Terms.

2.2. The Seller reserves the right to unilaterally amend these Terms with their preliminary publication on the Site. The address of the current version of the Terms on the Internet is available at: byte3.store/terms-of-service/.

2.3. The Seller reserves the right to issue an exchange for supplied Goods to Buyer if, during the course of 30 days after the purchase is completed, Seller becomes aware of a discrepancy in the supplied Goods and the Purchase Order.

2.4. Transactions of the Online Store are governed by the Terms. Having made the acceptance of the offer, i.e. payment for the order placed through the Online Store, the Buyer receives the Goods under the Terms and legally binds themselves to the Byte3 Store Sales Agreement.

2.5. Information posted on the Site about the Product, company news, email addresses, etc. is public and publicly available, unless otherwise specified in these Terms.

2.6. The Buyer agrees to these Terms, and all of the additional Site's Terms and Conditions, by ticking the checkbox "I agree with the Terms of Sale" when placing a Purchase Order on the Online Store.

  1. SUBJECT

3.1. The Seller undertakes to transfer the Goods to the Buyer's ownership, and the Buyer undertakes to pay for and accept the Goods in accordance with these Terms.

3.2. The Seller provides specific rules and instructions in dealing with returns and exchanges of Goods.

3.3. The Seller establishes the risks and responsibilities of Buyer, pre and post purchase of Goods.

  1. STATUS OF THE SELLER

4.1. The Seller does not require the Buyer to take special actions to use the resources of the Online Store to view the Goods, calculate and place an order, such as registering or concluding an agreement for using the resources of the Site.

4.2. The Buyer is responsible for the completeness, correctness and accuracy of the information provided in the Purchase Order by the Buyer when placing an order on the Online Store.

4.3. The Seller reserves no rights or claims to any aspect of the intellectual property or rights of the Goods purchased by the Buyer.

  1. BUYER STATUS

5.1. Payment made by the Buyer for the Purchase Order placed on the Online Store, implies that the Buyer consented to the terms of the Sales Agreement of the Online Store.

5.2. The use of the resources of the Site for viewing and selecting the Goods, as well as for placing an order is free of charge for the Buyer.

5.3. The Buyer must be a legal person/entity and have the legal capacity to enter into a legally binding contract.

5.4. The Buyer must not be participating or planning to participate in any illegal or sanctioned activities. And must not be purchasing the Goods with the intention of utilizing them in any illegal or sanctioned activities.

  1. GUARANTEES

6.1. The Seller guarantees to have all legal rights and licenses to sell the Goods listed on the Online Store. The Goods are either entirely owned by the Seller, or Seller has acquired the licenses and rights needed to be able to sell the Goods, and to issue/extend the rights to the Buyer.

6.2. Seller guarantees to transfer all IP rights and licenses to the Buyer upon payment completion. And guarantees the finality of the purchase, perpetuity and irrevocability of transferred rights.

6.3. Seller guarantees that all Goods will be: unique, in perfect condition, without fault/issue, and match the exact specifications defined in the Purchase Order and on the Online Store.

6.4. Seller guarantees to exchange purchased Goods to Buyer free of charge, if the supplied Goods do not match with the Purchase Order.

  1. ORDER OF PURCHASE AND SALE

7.1. The Buyer's order is made through a Purchase Order on the Site.

7.2. When placing an order on the Online Store, the Buyer is obliged to provide accurate information about themselves: last name, first name, company, contact method, contact details, and details for electronic delivery.

7.3. The Buyer's expression of will is carried out by the latter entering the relevant data into the Purchase Order on the Site and making an acceptance of the Online Store's public offer (i.e., payment by the Buyer for a self-issued Purchase Order).

7.4. The Online Store does not edit the information about the Buyer.

7.5. The Buyer is required to undergo the process of verifying their contact method and contact details before being able to generate and submit a Purchase Order.

7.6. Upon completion of the checkout process, an identification number ("Order No.") is automatically assigned to the Purchase Order.

  1. COST AND ORDER PAYMENT PROCEDURE.

8.1. The total cost of the Purchase Order consists of the cost of the Goods on the Online Store.

8.2. The Buyer pays for the Purchase Order in any way selected on the Site.

8.3. The price of the Goods is indicated next to the Goods on the Site.

8.4. The price of the Goods in the Online Store is set by the Seller unilaterally. In this case, the price for the Goods ordered by the Buyer is not subject to change.

8.5. Payment for the Goods is made on the Site of the Online Store through online payment, or offline following the payment instructions indicated in the Purchase Order.

  1. PAYMENT METHOD TERMS

Seller will make available to the Buyer multiple payment options. The following rules will govern the requirements and restrictions imposed on the different payment methods made available to the Buyer.

9.1. Credit, debit, bank cards:

9.1.1. All of the Online Store payment made via credit, debit, or bank cards will be made in compliance with the EU revised Payment Services Directive (PSD2), specifically in regards to the processes outlined in "Strong Customer Authentication" (SCA).

9.1.2. Card information will never be stored on any Site or Online Store servers, and will not be saved on merchant account servers "for future use".

9.1.3. Buyer is required to provide the complete card: number, expiration date, CVC (card verification code), cardholder name, and billing address, on the Online Store Purchase Order form, each and every time a payment is being made.

9.1.4. Buyer will be required to undergo a multi-factor authentication step to confirm and authenticate a payment. This process is referred to and known as 3D Secure.

"For extra fraud protection, 3D Secure requires Buyer's to complete an additional verification step with the card issuer when paying. Typically, Seller would direct the Buyer to an authentication page on their bank's website, and they enter a password associated with the card or a code sent to their phone. This process is familiar to Buyers through the card networks' brand names, such as Visa Secure and Mastercard Identity Check.

Payments that have been successfully authenticated using 3D Secure are covered by a liability shift. Should a 3D Secure payment be disputed as fraudulent by the cardholder, the liability shifts from Seller to the card issuer.

Liability shift can also occur when 3D Secure is required by the card network, but 3D Secure isn't available for the card or issuer. This can happen if the issuer's 3D Secure server is down or if the issuer does not support 3D Secure, despite the card network requiring 3D Secure support. During the payment process, the cardholder isn't prompted to complete 3D Secure authentication, since the card is not enrolled. Although the cardholder did not complete 3D Secure authentication, liability still shifts to the issuer."

9.1.5. Maximum authorized payment amount will be limited to $999,999.99 USD.

9.2. Digital wallets:

9.2.1. Purchases made through digital wallets such as: AliPay, Apple Pay, Google Pay, Microsoft Pay, Mastercard Click to Pay, WeChat, etc. will be made in accordance with each digital wallets' respective processes, procedures, protocols, and terms.

9.2.2. Buyer will be required to undergo additional multi-factor authentication steps provided to them by the digital wallet provider, in order to confirm and authenticate a payment.

9.2.3. Digital wallet information will never be stored on any Site or Online Store servers, and will not be saved on merchant account servers "for future use".

9.2.4. Maximum authorized payment amount will be limited to $999,999.99 USD.

9.3. Bank transfers:

9.3.1. The Buyer is required to be the legal account holder of the payee bank account, or to have the legal right to execute transactions on the bank account.

9.3.2. It is the responsibility of the Buyer to ensure that their bank is capable of issuing and transmitting payment in accordance with the payment instructions provided by the Seller in the Purchase Order.

9.3.3. The Buyer is responsible for all costs and fees incurred from the transmission of funds to the Seller.

9.3.4. The Buyer is responsible for ensuring that the final sum received by Seller is the exact amount that is indicated on the relevant Purchase Order.

9.3.5. The Buyer is not authorized to send any funds to the Seller outside of the scope of the Purchase Order.

9.3.6. The Buyer is not authorized to initiate a payment until a complete and accurate Purchase Order has been generated.

9.3.7. The Buyer is required to provide their bank with all the relevant compliance documentation associated with the payment. For example: Sales Agreement, Purchase Order, source of funds, etc.

9.3.8. The Buyer agrees to provide the Seller with additional information that might be requested in order to satisfy the needs of Seller's bank account compliance departments. Some examples of additional information that might be requested include: proof of account ownership, authorization to initiate payments, etc.

9.3.9. The Buyer understands and agrees that Seller may return the funds back to the originating bank account in the event that: fund amounts are incorrect, compliance requirements cannot be met, or fraud is suspected.

9.3.10. In the event of fund transfer reversals, Seller is authorized to retain a certain portion of the funds in order to cover the costs and fees incurred from the reversal process.

9.4. Crypto currencies:

9.4.1. The Buyer is required to be the legal owner of the crypto currency and/or the digital wallet associated with the payment.

9.4.2. The Buyer certifies that they are legally authorized by local regulations and applicable laws to own and transmit crypto currencies.

9.4.3. The Buyer guarantees that the crypto currency used for making a payment has not been obtained through illegal or prohibited means, and is not associated with any type of illegal or prohibited activity.

9.4.4. Furthermore, the Buyer certifies that they are not utilizing the crypto currency as a method to bypass, conceal, or circumvent their transactions from regulatory authorities.

9.4.5. The Buyer agrees that due to the volatility of the prices associated with crypto currencies, Seller will use the dollar (USD) as a method of price calculations rather than the crypto currency itself. Prices will be clearly indicated and specified in the Purchase Order based on Seller's calculations and conversion rates.

9.4.6. Maximum authorized payment amount will be limited to $999,999.99 USD.

The Buyer agrees to initiate payments within the indicated payment deadlines as indicated on the Purchase Order. Payment deadlines will vary for different types of payment methods. For example: card and wallet payments will require immediate payment, crypto currency payments will require payment within 15 minutes of Purchase Order generation, bank transfers may provide a window of 2-3 business days.

  1. DELIVERY OF THE ORDER (TRANSFER OF THE GOODS)

10.1. Delivery of the Goods is carried out via the electronic communication channels specified in the Purchase Order, after full payment for the Purchase Order and receipt of payment to the Seller's accounts.

10.2. Transfer of the Goods also transfers with it: risks of loss, corruption, accidental destruction, unauthorized use, etc.

10.3. The goods are transferred to the Buyer at the time the Seller sends a uniquely generated link to the Buyer to the method of contact details specified by the Buyer in the Purchase Order.

10.4. The Seller is responsible for transmitting the uniquely generated link within 3 business days after receipt of payment to the Seller's accounts.

10.5. The Seller will make the unique download link available for use for a period of 72 hours. And the Seller will provide a functionality in place that will allow the Buyer to extend the availability duration or to terminate the availability duration prematurely.

10.6. The Buyer is responsible for receiving the delivery details via the specified contact details in the Purchase Order. Receipt, retrieval, security, and availability of the contact details are the responsibility of the Buyer, and Seller will not be held liable for any issues that might arise due to unavailability, unreachability, or inaccessibility of the contact details.

10.7. Both Parties agree that the delivery will be considered as complete after the point where Seller sends the unique download link to Buyer via the contact method and details specified in the Purchase Order by the Buyer.

  1. EXCHANGE OF GOODS

11.1. In the event that the supplied Goods do not match to the Goods specified in the Purchase Order. Buyer has the right to initiate an exchange within 7 business days after Purchase Date. The Seller will verify the information and honor the request (GUARANTEES 6.4).

11.1.1. When an exchange is initiated and approved, Buyer is required to return the purchased Goods back to Seller pursuant to the delivery instruction provided by the Seller.

11.1.2. Seller is required to deliver the correct Goods within 7 business days after receiving the returned incorrect Goods from the Buyer.

11.2. In the event that the Seller becomes aware of a discrepancy in the Purchase Order and the supplied Goods. Within 30 days after the Purchase Date, the Seller has the right to initiate an exchange.

11.2.1. Seller must inform the Buyer of the discrepancy and provide steps for issuing an exchange.

11.2.2. Buyer is required to return the purchased Goods back to Seller pursuant to the instruction provided by the Seller.

11.2.3. Seller is required to deliver the correct Goods within 7 business days after receiving the returned incorrect Goods from the Buyer.

  1. RETURN OF GOODS

12.1. Buyer is entitled to request a return of Goods within 14 days after the Purchase Date.

12.2. Buyer must inform the Seller of their intent to return the purchased Goods within the 14 days after the Purchase Date.

12.3. Buyer is required to use the contact methods specified in the Purchase Order or the contact methods provided on the Online Store for requesting a return.

12.4. Seller must review the request and respond to Buyer with a decision.

the request for a refund as long as the following criteria is met:

  1. The Buyer has not distributed the Goods to any other third-party.
  2. The Buyer has not re-sold the Goods.
  3. The Buyer has not used the Goods.
  4. The Buyer agrees to receive the refund back to the original source of payment.
  5. The Buyer agrees to relinquish IP rights back to Seller.
  6. The Buyer agrees to absorb the fees and costs associated with issuing a refund.
  7. The Buyer is not in violation of any terms outlined in this Agreement, that the Buyer has made with the Seller in the due course of their interactions with the Seller, the Online Store, and the Site.

12.6. In the event that the Seller will not approve a refund, Seller will provide a valid reason for refusal to the Buyer, unless fraud or illegal activity is suspected.

12.7. Once a refund is approved, Buyer is required to return the purchased Goods back to Seller pursuant to the instructions provided by the Seller.

12.6. Seller is required to issue the refund within 7 business days after receiving the returned Goods from the Buyer.

13.1. Buyer understands and accepts all risks involved in the purchase, delivery, and storage of purchased Goods.

13.2. Buyer will not hold Seller responsible for any external issues that arise in the process of payment, delivery, and/or security of purchased Goods.

13.3. Buyer is informed and perfectly aware of the risks associated with interactions, purchasing, delivery, and storage of digital products.

  1. RECOGNITION / CLASSIFICATION

14.1. Seller establishes the Buyer of Goods as the Beneficiary.

14.2. Being a Beneficiary, Buyer has the right to do with the Goods as they see fit. For example, Buyer can: gift, sell, destroy, share, transfer, etc. the Goods with any third-party they choose.

14.3. Seller will recognize any entity in possession of the Goods as the de facto Beneficiary.

14.4. Any current and future services, features, and abilities that the Seller provide(s) for the Goods on the Site and Online Store will be available to any Beneficiary of the purchased Goods.

14.5. Seller will not recognize ownership of Goods through Buyer's identifiable information, but rather by the purchased Goods themselves. Any entity in possession of the purchased Goods will be considered as the current Beneficiary.

  1. APPLICABLE LAW

The validity, construction, and interpretation of these Terms, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the State of Delaware in the United States, excluding its conflicts of laws principles. However, as explained below, the agreement to arbitrate in the following paragraph is governed by United States federal law.

You agree that any dispute, claim or controversy arising out of or in connection with Byte3's business or these Terms or relating in any way to the Services shall be determined by binding arbitration. You further agree that the U.S. Federal Arbitration Act and federal arbitration law shall govern the interpretation and enforcement of this Agreement to arbitrate, and any such arbitration hearing shall be heard in San Mateo, California.

Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in state or federal court. Discovery in arbitration is more limited than is generally available in the courts and the arbitrator's decision is also subject to very limited appellate review by the courts.

You also agree to waive the right to a trial by jury or to participate in a class action. These waivers are mutual as between you and Byte3, and Byte3 waives its right to a trial by jury or to participate in a class action against you. This means that neither you nor Byte3 can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person's claim with your claim or issue an order that would achieve the same result. You and Byte3 further agree that if the provisions of this paragraph are found to be unenforceable, then the entire provision compelling arbitration shall be null and void.

You also agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration.

The arbitration will be governed by the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.com. The arbitrator is bound by the terms of this Agreement. If your claim in arbitration is for less than $10,000, Byte3 will reimburse you for filing fees at the conclusion of the proceeding unless your claim is found to be frivolous by the arbitrator.

In lieu of arbitration, you may also elect to have your claims decided in small-claims court, so long as the small-claims court does not permit class, representative, or consolidated actions, or the award of relief in favor of any person or entity that is not a named party to the small-claims action.

  1. SEVERABILITY

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

  1. WAIVER

Enforcement of the Terms is solely in our discretion and our failure to enforce a provision in some instances does not constitute a waiver of our right to enforce such provision in other instances.

  1. ASSIGNMENT

Byte3 may assign these Terms and its rights or delegate its obligations under without your consent. All provisions contained in these Terms shall extend to and be binding upon you and Byte3's successors and assigns. You may not assign these Terms to another person or entity.

  1. CONTACT US

If you have any questions or concerns regarding these Terms, please contact us at legal@byte3.store or: Byte3, Inc. Attn: General Counsel, 651 N Broad St #206, Middletown, DE 19709.