TERMS AND CONDITIONS
IMPORTANT NOTICE. PLEASE READ CAREFULLY BEFORE PLACING YOUR ORDER.
1.1 TUFF Promotions or any TUFF subsidiaries or affiliates (“We,” “Us” or “Our”) provides for the electronic distribution of software, merchandise and services, including, without limitation, purchases for physical clothing, promotional materials, gift items, licenses of software and digital content, such as download links, license keys, electronic codes, software as a service, content libraries, subscriptions, eBooks and back-up media products (the “Products”), thereby enabling promoters, manufacturers, distributors, and others worldwide to sell or license their Products online via TUFF Services Ltd. TUFF Services Ltd may use third parties to deliver such products.
- Provision of Service
2.1 TUFF Services Ltd will use its best and reasonable endeavours to provide the Products on an error-free basis and without interruption. Notwithstanding, TUFF Services Ltd, does not provide any guarantee that provision of the Products will be error-free or without interruption and reserves the right to alter or suspend provision of the Products without prior notice to Customers. By accepting these Terms and Conditions, you acknowledge that the Products may change in form or nature at any time.
2.2 TUFF Services Ltd shall have the right, exercisable at its sole discretion, to terminate provision of the Products without prior notice to Users. TUFF Services Ltd reserves the right to reject Your submission of an order to purchase Products (“Order”) at any time and without any liability to TUFF Services Ltd if, in TUFF Services Ltd’s sole discretion, it is unable to process or fulfil Your Order. TUFF Services Ltd shall have this right of rejection even if You should receive a notice via the Website that the Order was successfully submitted or completed (or similar language). Promptly following any rejection by TUFF Services Ltd of Your Order, TUFF Services Ltd will refund any prior payments that You have made for the Products included in that Order.
2.3 Make sure to provide accurate information about yourself. It?s not OK to use false information or impersonate another person or company through your account. You confirm that all information provided by You when placing an Order is complete, accurate and up-to-date so as to allow TUFF Services Ltd to fulfil Your Order, and You will promptly update such information to keep it complete and accurate.
2.4 You are responsible for your account. You?re solely responsible for any activity on your account, so please make sure that all the information you?ve used to create your account will be kept accurate and up-to-date. We have the right to disable any user accounts and terminate this Agreement, at any time, if in our reasonable opinion, you have fail to comply with any of the provisions of these Terms.
2.5 Protect Your account. You should maintain the confidentiality of Your password, user ID, and other account credentials. You should immediately notify TUFF Services Ltd of any unauthorized use of Your account credentials, or any other breach of security that is known or suspected by You, so that we can investigate and take remedial action.
2.6 You consent to the use of electronic communications in transacting business with TUFF Services Ltd, including, without limitation, the electronic delivery of notices and other documents to You.
- Payments and Memberships
3.1 Prices are as specified on the Website; however, TUFF Services Ltd reserves the right to adjust prices in its sole discretion due to increases in costs (including, without limitation, delivery costs or costs of any materials), the increase or imposition of any tax, duty or other levy, any variation in exchange rates, or any programming, data or other errors. Prices for the Products are exclusive of shipping, handling, duties, and taxes, all of which shall be paid by You. You can make a payment or start a membership by using different payment methods, made available through PayPal, Visa, MasterCard, and/or other payment methods available via the Platform. The cost associated with purchasing access to the Premium Content will be indicated on the Platform. The prices due in respect of Premium Content may be revised at any time, however, this will not affect any previously purchased Premium Content. If you choose to start a membership plan for any Premium Content and provide or designate a payment method, you authorize TUFF Services Ltd to charge you on a recurring basis (depending on your chosen membership package) membership fee at the then current rate.
3.2 TUFF Services Ltd reserves the right to adjust pricing in any manner and at any time as we may determine in Our sole and absolute discretion. If TUFF Services Ltd decides to change the price of a Product or membership, You will be notified via email before the price change takes effect.
TUFF Services Ltd will notify You in writing via email of any price increases at the email address that We have in Our records for You. You may cancel Your Order for the Product or membership for which the price was increased by sending a reply email. If You do not so cancel Your Order, You accept the new prices and conditions for the Product as set forth in the Notification Email.
3.3 You shall make payment for Your Order prior to Product delivery and by one of the methods that are indicated on the Website (or by such other method as may be mutually agreed upon in writing by You and TUFF Services Ltd). When You place Your Order, TUFF Services Ltd will charge the credit or debit card that You provided to TUFF Services Ltd. If You do not pay applicable taxes to TUFF Services Ltd for the Product, You must report and pay any applicable taxes to the appropriate governmental agencies.
3.4 TUFF Promotions Ltd reserves the right to verify Your credit or debit card payments. In case of any non-payment to TUFF Promotions Ltd following Product delivery, TUFF Promotions Ltd may, without notification to You, transmit claims to the Parties for which TUFF Promotions Ltd acted as a reseller (the “Vendor”), and the Vendor or TUFF Promotions Ltd shall have the right to repossess and resell such Products, and You hereby grant TUFF Promotions Ltd, the Vendor, and their designated agents all rights available under applicable law, including, without limitation, the right to use electronic self-help means to terminate Your ability to access the Products, or otherwise repossess or reclaim the Products from You.
3.5 As between You and TUFF Promotions Ltd, You shall be responsible for any fraudulent or unauthorized transactions made through the Website, including, without limitation, using Your account credentials, credit card or debit card.
- Delivery; Risk of Loss; Title
4.1 All delivery dates (whether provided on the Website, in an Order confirmation, or elsewhere) are estimates only and not a guarantee that any the Products will be delivered by a given date.
4.2 Delivery will be made to the address You provided to TUFF Promotions Ltd for Your Order. You must immediately notify TUFF Promotions Ltd of any errors or omissions in the TUFF Promotions Ltd Order confirmation notice at the Website or in the TUFF Promotions Ltd payment notification that is sent to You at the email address that We have in Our records for You. TUFF Promotions Ltd reserves the right, in its sole discretion, to impose additional charges for any adjustments You make to an Order (e.g., delivery address) after You submit an Order.
4.3 All risk of loss for the Products shall pass to You upon delivery of the Products to the location specified in Your Order (even if no signature is required for delivery). For the avoidance of doubt, the delivery of downloaded Products occurs when the Products are downloaded. If You should refuse or fail to take delivery of the Products, all risk of loss for the Products will thereupon pass to You and, upon the demand of TUFF Promotions Ltd, You shall pay TUFF Promotions Ltd for the Products plus any additional amounts incurred by TUFF Promotions Ltd as a result of Your refusal or failure to take delivery of the Products, including, without limitation, attempting delivery of the Products by any reasonable means, or storing the Products. TUFF Promotions Ltd will be entitled to dispose of the Products in such manner as it sees fit if You have not taken delivery of the Products within thirty (30) days after (a) the scheduled date of delivery or (b) the date on which delivery was first attempted, whichever is later.
4.4 Except as Clause 3.2 or 12.1 may apply to Your Order, or as described by TUFF Promotions Ltd in the Order form for Your Order, You are not entitled to revoke or cancel in whole or in part any Order.
4.5 Title to the Products (or, if licensed, Your copy of the Products) will pass to You when TUFF Promotions Ltd receives payment in full for the Products (including, without limitation, any interest and other amounts due for the Products).
4.6 Unless and only to the extent permitted by applicable law, if You are a consumer, You shall not resell the Products until after title therein has passed to You.
- Conditions for the Products
5.1 The Products delivered by TUFF Promotions Ltd are subject to the terms and conditions of this Agreement and for certain software Products, the terms and conditions of an End User License Agreement or other agreement (collectively, the “EULA”). Unless otherwise expressly agreed in writing, Products are licensed and not sold to You, irrespective of any use of the words “purchase,” “sale,” “reseller” or similar terms in this Agreement or at the Website. TUFF Promotions Ltd grants you a limited, non-exclusive, non-transferable, and revocable license to use such Products – subject to the Terms and the following restrictions in particular: You represent and warrant that You shall:
- 1.1 keep the Products in confidence and not disclose or make them available to any third Party;
- 1.2 not rent, lease, loan, license, sublicense, distribute, make available, transfer, assign, sell, reproduce, adapt, translate, disclose, display, publish, exploit for commercial purposes, or modify the Products, or any components thereof;
- 1.3 use the Products solely for Your personal use and not in the operation of a service bureau or shared services environment;
- 1.4 not create derivative works based on the Products or any components thereof, or combine the Products with any other products or software;
- 1.5 not remove, obscure, or alter the copyright notices, trademarks, or other proprietary rights notices that appear in the Products;
- 1.6 not download, decipher, decompile, ?crawl,? ?scrape,? or ?spider? any page of the Services or to reverse engineer, decompile, reverse assemble or attempt to obtain the source code of the Products
- 1.7 obtain, at Your own cost and expense, all software and equipment necessary to use the Products, and all licenses and authorizations required for the acquisition, delivery or use of the Products;
- 1.8 have no right, title or interest in any of the intellectual property in or associated with the Products or the Website, including, without limitation, patent, copyright, trademark, trade secret, know-how, ideas, technical information, user interfaces, processes, “look and feel,” improvements and modifications (collectively “IP Rights”), and You acknowledge and agree that TUFF Promotions Ltd retain all of the IP Rights;
- 1.9 not export or re-export the Products; and
- 1.10 comply with all laws, rules and regulations applicable to the Products, including, without limitation, the restrictions, controls, customs duties, laws, rules and regulations of the territory to where delivery of the Products was ordered, or the territory where the Products are used.
5.2 Subject to Clause 11 (Inspection; Complaints), Clause 12 (Consumer Revocation of an Order) and Clause 13 (Refunds) of this Agreement, the remedies set forth in an EULA shall be Your sole and exclusive remedies with regard to the Products.
- Automatic Renewal
With respect to certain memberships and Products, TUFF Promotions Ltd may provide You with an option to automatically renew the Product license or subscription. If You elect automatic renewal, each renewal term for the Products will be equal in duration to the initial term for such Products. At any time during a renewal term, You may elect to not renew the Product license or subscription for the forthcoming renewal term, in which case this Agreement with regard to such non-renewed Products shall be terminated upon expiry of the current term. Upon any termination of this Agreement, You shall discontinue all use of the Products.
From time to time, TUFF Promotions Ltd or a third Party engaged by TUFF Promotions Ltd may request feedback and other information from You about such topics as the Products or Your experiences with the Products (“Feedback”). Providing TUFF Promotions Ltd with Feedback is optional. By providing Feedback to TUFF Promotions Ltd, You grant TUFF Promotions Ltd a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sublicensable right to use the Feedback for any lawful purpose, including, without limitation, the right to reproduce, adapt, publish, translate, distribute, and display all or parts of the Feedback in any medium whatsoever along with Your first name and last initial, and local geographic area, as determined by TUFF Promotions Ltd in its sole discretion. TUFF Promotions Ltd may also use the Feedback in anonymous and aggregate reviews.
- Warranty Disclaimer
To exercise your right for a guarantee please send a written request to TUFF Promotions Ltd as per section 14. If your Product is a digital product or intangible good you are entitled to cancel your order within 15 days as per section 12 or ask for a refund as per section 13.
As between You and TUFF Promotions Ltd, the products are delivered “as is” and You use the Products at your own risk. The website is provided on an “as is” and “as available” basis. TUFF Promotions Ltd does not make any representations, warranties or guarantees of any kind whatsoever. To the maximum extent permitted by law, TUFF Promotions Ltd hereby disclaims, and You hereby waive, all warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, or any warranty that may arise by usage of trade, course of dealing or course of performance of this agreement.
- Limitation of Liability; Indemnification; Release
9.1 In no event shall TUFF Promotions Ltd or its subsidiaries or affiliates be liable for any special, punitive, exemplary, direct, indirect, incidental, or consequential damages (including, without limitation, damages for loss of business, loss of revenue or profits, business interruption, or loss of data) arising out of or in connection with this Agreement or the subject matter hereof, even if TUFF Promotions Ltd has been previously advised of the possibility of such damages. In any event, the entire liability of TUFF Promotions Ltd (including its subsidiaries and affiliates) with respect to its obligations under this Agreement or otherwise, for any reason and upon any cause of action, regardless of the number of actions or number of licensed copies of the products (and whether based in contract, strict liability, negligence or otherwise) shall not exceed, in the aggregate, one hundred swiss francs (CHF 100.00). No cause of action which accrued more than one (1) year prior to the filing of a suit alleging such cause of action may be asserted against TUFF Promotions Ltd or its subsidiaries or affiliates. Some jurisdictions do not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages, so certain of the above limitations or exclusions may not apply to You. No other limitation contained in this agreement shall limit TUFF Promotions Ltd‘s liability to You, to the extent such limitation is prohibited by applicable law. The limitations of liability in this agreement shall survive even if any exclusive or limited remedies provided in this agreement should fail of their essential purpose.
9.2 You shall indemnify, defend and hold harmless TUFF Promotions Ltd and its subsidiaries and affiliates, and each of their officers, directors, shareholders, agents, representatives, licensees and employees (each, an “Indemnified Party”), from and against any and all claims, losses, liabilities, damages, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, without limitation, court costs and reasonable attorneys’ and consultancy fees), arising directly or indirectly, in whole or in part, out of: (a) any breach or threatened breach of this Agreement by You; (b) Your use of the Products; or (c) Your negligence or willful misconduct. An Indemnified Party may participate in the defense by counsel of its own choosing, at its own cost and expense. You shall not settle any claim that adversely affects an Indemnified Party or imposes any obligation or liability on an Indemnified Party without the Indemnified Party’s prior written consent.
9.3 To the maximum extent permitted by law, you hereby release each Indemnified Party from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in connection with disputes between you and third parties (including vendors) concerning the Products, the Website or this Agreement.
10.1 TUFF Promotions Ltd may suspend or cancel Your Order for delivery of the Products, use electronic self-help means to terminate Your ability to access the Products (if permitted by applicable law), or terminate this Agreement, if:
- 1.1 any step, process, application, filing in court, order, proceeding, notice or appointment is taken or made by or in respect of You for a moratorium, composition, compromise or arrangement with creditors, administration, liquidation, dissolution, receivership (administrative or otherwise), distress or execution;
- 1.2 You become insolvent or We deem You unable to pay Your debts as they come due;
- 1.3 anything similar to the foregoing occurs; or
- 1.4 You fail to comply with any terms and conditions of this Agreement or the EULA.
10.2 This Clause 10.2 and the following provisions will survive any termination of the Agreement: Clauses 1 (Scope), 5 (Conditions for the Products), the last sentence of Clause 6 (Automatic Renewal), 8 (Warranty Disclaimer), 9 (Limitation of Liability; Indemnification; Release), 14 (Notices), 15 (Governing Law), 16 (Disputes) and 17 (General). In addition, any provisions which by their nature contemplate effectiveness beyond the termination of this Agreement shall survive any such termination. TUFF Promotions Ltd‘s remedies under this Agreement are cumulative and not exclusive and are in addition to all remedies available at law or in equity.
- Inspection; Complaints
11.1 Upon delivery of the Products, You should inspect the Products and verify that the Products as delivered are in accordance with Your Order, including, without limitation, verifying that no items are missing from Your Order.
11.2 Within fifteen (15) days after the Products are delivered, You must provide written notice to TUFF Promotions Ltd if any of the Products as delivered are not in accordance with Your Order. Such written notice shall be sent by You to TUFF Promotions Ltd as specified in Clause 14 (Notices). If delivery of such Products was made by the Vendor of the Products, You must also, within said fifteen (15) days, provide written notice to that Party in accordance with the terms of the EULA.
- Consumer Right of Cancellation
12.1 If you are a consumer pursuant to this Agreement, TUFF Promotions Ltd grants you a period of fifteen (15) days after delivery of the Products during which you may cancel your order, for any reason by sending written notice to TUFF Promotions Ltd as specified in clause 14 (Notices) and returning your Product to TUFF Promotions Ltd. Notwithstanding anything to the contrary, said right of cancellation shall not apply if you have broken the seal of the Product; downloaded the Product; or the nature of the Product is such that a return is not feasible, which feasibility shall be as determined by TUFF Promotions Ltd in its sole discretion. For the avoidance of doubt this section is not applicable to software products where the seal was broken by you and digital content already downloaded.
12.2 If You are eligible to cancel pursuant to Clause 12.1, You shall, within the same period of fifteen (15) days set forth in Clause 12.1, return the relevant Products to TUFF Promotions Ltd who will thereafter refund any payments made in respect of such returned Products. Return shipping of the relevant Products will be at Your own expense; however, TUFF Promotions Ltd will bear the return shipping expense if such Products are being returned because such Products, as delivered, are not in accordance with the Order. Any return of the relevant Products by You shall be made to the mailing address specified by TUFF Promotions Ltd in the delivery details that accompanied the Products.
12.3 If (a) You do not exercise Your right of cancellation pursuant to Clause 12.1 and return the Products pursuant to Clause 12.2; or (b) You exercise Your right of cancellation pursuant to Clause 12.1 but the Products as received by TUFF Promotions Ltd were damaged after they were delivered to You, Your Order shall not be deemed cancelled and You shall pay TUFF Promotions Ltd in full for the Products within thirty (30) days after You provided TUFF Promotions Ltd with Your written notice of cancellation pursuant to Clause 12.1.
13.1 All refund and exchange requests are managed by TUFF Promotions Ltd and are made pursuant to the below TUFF Promotions Ltd Refund Policy which forms part of this Agreement.
13.2 TUFF Promotions Ltd Refund Policy:? To make sure that as a Customer, you are protected by TUFF Promotions Ltd, we adhere to the following refund policy.
13.2.1 You will be granted a refund within 72 hours after the refund request was submitted, in the same payment method of the original payment, in case:
You have made a duplicate purchase using the same email address.
The availability of the content You purchased was cancelled.
The Premium Content wasn’t published by TUFF Promotions Ltd.
More than 80% of the Premium Content delivery had quality issues (no sound, or poor sound & video quality).
The content was misleading ? the description didn’t relate to actual Premium Content.
13.2.2 TUFF Promotions Ltd will not issue refunds based on personal reasons which may have prevented you from accessing the Premium Content.
13.2.3 Request for refunds can be made within 72 hours from the original transaction.
13.2.4 TUFF Promotions Ltd will always have the final say in whether Your refund request is approved.
13.2.5 TUFF Promotions Ltd reserves the right to refuse a refund request at any time.
14.1 Any notices required or permitted by this Agreement shall be in writing and shall be deemed given on the day actually received.
14.2 You may submit any consumer complaints to the applicable TUFF Promotions Ltd office identified in the “Contact Us” section of the Website.
- Governing Law
15.1 With regard to the Products You purchased from TUFF Promotions Ltd:
- 1.1 this Agreement shall be governed by, construed and enforced in accordance with the laws of Switzerland, without giving effect to any conflict of laws provisions, and the application to this Agreement of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded;
- 1.2 subject to Clause 16 (Disputes), the exclusive jurisdiction and venue for all legal actions arising out of this Agreement shall be the Swiss courts and You hereby consent to the exclusive jurisdiction of such courts; and
- 1.3 You and TUFF Promotions Ltd expressly waive any rights to contest the jurisdiction, venue or convenience of any such court.
15.3 You agree and acknowledge that any serious breach by You of this Agreement may cause TUFF Promotions Ltd irreparable injury for which the recovery of money damages would be inadequate. Therefore, in addition to any other remedies that may be available at law, in equity, or otherwise, TUFF Promotions Ltd shall be entitled to obtain injunctive relief against the breach or threatened breach of this Agreement, without the necessity of proving actual damages, or posting a bond, even if otherwise normally required.
16.1 With the exception of injunctive relief, any dispute between the Parties arising out of or related to this Agreement shall be resolved as follows:
- 1.1 Upon the written request of either Party, each Party will appoint a designated representative whose task it will be to meet for the purpose of resolving such dispute. Each designated representative shall have the authority to reach a binding resolution of the dispute through amiable discussions, the exchange of documents, and/or meetings. The designated representatives shall negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding relating thereto.
- 1.2 All disputes that have not been resolved by the designated representatives within thirty (30) days after said initial written request by one of the Parties to appoint a designated representative, shall be resolved by the courts specified in Clause 15.1 with regard to the Products You purchased from TUFF Promotions Ltd upon the filing of an action by either Party with said courts.
16.2 Notwithstanding any terms and conditions of this Agreement to the contrary, the prevailing Party in any proceeding arising out of or related to this Agreement shall be entitled to recover its reasonable expenses and costs, including legal fees, from the other Party.
17.1 TUFF Promotions Ltd‘s failure or delay in the performance of any of its obligations under this Agreement shall be excused to the extent and for the duration that such failure or delay is occasioned by a force majeure event which shall include, without limitation, acts of God, acts of war, earthquakes, fires, floods, terrorism, riots, civil disorders, rebellions, labour disputes, or any circumstances beyond TUFF Promotions Ltd‘s reasonable control.
17.2 Your Order and this Agreement set forth the entire understanding between You and TUFF Promotions Ltd relating to the subject matter of Your Order and this Agreement.
17.3 TUFF Promotions Ltd reserves the right to change this Agreement at any time by posting notice of the changes on the Website. You will be deemed to have been made aware of, and will be subject to, the changes to this Agreement after such notice has been posted. Your continued use of the Products, the Website, or any materials or services accessible through the Website, shall constitute Your acceptance of the changes. No delay or failure by TUFF Promotions Ltd in exercising or enforcing any of its rights or remedies under this Agreement, in whole or in part, and no course of dealing or performance, shall constitute a waiver by TUFF Promotions Ltd of any provision of this Agreement.
17.4 Your Order and this Agreement are personal to You. You shall not assign Your rights or delegate Your obligations under this Agreement, in whole or in part, without the prior written consent of TUFF Promotions Ltd. Any attempted assignment or delegation by You shall be voidable ab initio by TUFF Promotions Ltd. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns.
17.5 This Agreement shall not be construed as creating any agency, partnership or joint venture between TUFF Promotions Ltd and You.