PREAMBLE

SOFTWARELOAD has granted the digital distribution of its software and other downloadable products on its website to Nexway, a limited Company registered at the Nanterre RCS under number B 440 953 859, with capital of  1.814.985,00 €, whose Head Office is located at 19 avenue Feuchères, CS 70002, 30020 Nîmes cedex 1, France. (hereinafter "Nexway" or "We").

The Terms and Conditions herein set forth the conditions related to the sale of digital products by Nexway on the website SOFTWARELOAD (hereinafter the “Website”). The following Terms and Conditions exclusively apply to “consumers’sales” as defined under the preliminary article of the French Consumer Code (hereinafter the "User" or "You").

No sale can be completed without the User’s express acceptance of these Terms and Conditions. The User accepts these Terms and Conditions by ticking the box “By ticking this box, I acknowledge that I have read and agree with the Terms and Conditions”

The Terms and Conditions herein can be saved or printed at any time by the User. You are highly advised to save and print them either.

1. REGISTRATION

The User can order only if he/she is already registered on the Website.

The registration shall enter into force only after all the required information have been provided.

The User undertakes to provide true, relevant, accurate and complete information.

The registration is authorized only for people who are over the age of majority. The registration by a minor must be authorized by his/her parents or his/her legal representative.

Nexway is entitled to close forthwith your account should any information provided for the registration turns out to be inaccurate.

The User is provided a login and a password allowing him/her to connect to his/her account.

Access to the account with the login and the password is granted exclusively for the account’s owner.

The User undertakes to keep his/her password strictly confidential.
Any use of the User’s account is deemed to have been done by the User himself or under his/her control, unless the User demonstrates that his/her account has been hacked into.

The User may close his/her account at any time with this this contact form.

2. AVAILABLE PRODUCTS

Unless otherwise specified, available products on the Website are only digital products (hereinafter “the Products”).

Offers are available as long as they are on the Website, and while quantities last.

Therefore, orders are deemed to be accepted only after checking the stocks status. If a Product is not available after the order has been sent, we will inform you by email or by letter as soon as we have information from the Product publisher.

If you have already paid the Product and it turns out to be unavailable, Nexway undertakes to refund it within fourteen (14) days following your payment.

3. ORDER

An order confirmation is sent to the email address used for your registration, once your payment has been approved.

The confirmation order specifies all the information related to the purchased Product, its price and the delivery time for Products sold in boxes.

For digital Products, you may access your Product by clicking the download link displayed either on the payment confirmation page or later in the order confirmation. You benefit of a twenty one (21) days period starting from the date you have received the order confirmation to download your Product. At the end of this 21-days period, the download is no longer available through the download link and requires to be unlocked by our customer service to be contacted with this contact form.

The invoice is sent to the email address used for registration or can be downloaded on the Website immediately after the order has been placed.

Nexway reserves the right to cancel or refuse any order from a User if a payment incident already occurred further to a previous order or if the information the User has provided is incorrect.

Unless otherwise demonstrated by the User, any data registered by Nexway shall be regarded as a sufficient evidence to support the existence and content of his/her orders.

4. BACK-UP COPY

The User can order a back-up copy of the digital Product sent on a DVD, when he/she has an address in Metropolitan France.

The back-up copy is sent by post mail. Shipping costs are calculated according to the Product’s characterizes.

Delivery for Metropolitan France shall occur within thirty days from the order date.

5. SUBSCRIPTION

By purchasing a product in subscription you agree that your subscription may automatically be renewed for the same period (1 month or 1 year) and at the same price (plus applicable taxes) as your initial purchase. Renewals will occur on your purchase anniversary dates on a monthly or yearly basis (depending on your initial purchase plan). These principle applies by default, except for special promotions during the initial purchase, for which renewal price or renewal period may change. Any such changes will be clearly advertised during your initial purchase.

You will be billed using the payment information you provided for your initial purchase, until you cancel your subscription in « My Account » section.

If you have purchased a yearly plan, you will receive at least one email to remind you of each upcoming renewal before Nexway renews your subscription. You must ensure that Nexway has a current email address on file in order to send you emails, and that the nexway.com domain is not blocked by your spam filtering software.

Until you cancel subscription, you expressly authorize and permit Nexway to bill each subscription renewal fee through your selected payment method.

6. RIGHTS OF USE

The Products are protected by international regulations and treaties governing intellectual property rights and copyright. These rights are the exclusive property of their publishers.

By downloading the Product or by buying its version in box, the User is granted a license to use it, directly from its publisher. The User rights related to the Product are exclusively governed by the license provisions.

In no case the granted license implies the transfer of rights to reproduce, represent or distribute the Product. The Product shall not be copied, adapted, translated, made available, distributed, modified, disassembled, decompiled, reverse engineered, or used in combination with another software, unless the license granted by the publisher expressly authorizes such action or if applicable law considers that such act constitutes a right that cannot be contractually waived.

The User acknowledges that the infringement of the license agreement may be prohibited by the publisher and be subject to court proceedings.

7. FINANCIAL CONDITIONS

7.1 PRICE

Unless otherwise expressly mentioned, the prices on the Website are in euros, and inclusive of all taxes. When the User orders Products sold in boxes, delivery fees are indicated for each Product and invoiced at the end of the order, in addition to the price of the Products.

The applicable VAT rate is the rate in force in the state where the User has his/her address.

7.2 SECURE PAYMENT

The payment of the Products is exclusively made by credit card or Paypal.

For payment by credit card, the amount is debited upon receipt of the order, after bank’s authorization. The order is not completed until the payment has been confirmed by the bank.

Payment solutions on the Website are managed by our partners. These solutions offer all the functions required for secure payment. Exchanged data integrity is ensured by the exchange procedure and encrypted messages using SSL and SET technologies.

8. RIGHT OF WITHDRAWAL

The User can exercise his/her right of withdrawal in accordance with the following conditions:

• for physical Products (back-up DVD, CD boxes):

The User can exercise his/her right of withdrawal within fourteen (14) days starting from receipt date of the Product.

The User shall inform Nexway of his/her decision to withdraw before the 14 days period expires by filling this withdrawal form or by making any other unequivocal statement.

The User who exercises his/her right of withdrawal receives an acknowledgement of receipt by e-mail on the address used for his/her registration.

The User shall return the Product complete and as new, closed, still sealed and in its original packaging, within fourteen (14) days following the date the withdrawal form has been sent, to the following address:
19 avenue Feuchères, CS 70002, 30020 Nîmes cedex 1, France.

Return cost shall be borne by the User.

If the User does not return the Product by registered letter or any equivalent process and the letter is lost by the transporter, the Product is considered as not returned.
All the payments, including delivery fees, are refunded to the User, within 14 days after receipt of the Product by Nexway. In no event, Nexway shall reimburse additional fees if the User had expressly chosen a type of delivery more expensive than standard type.

• For digital Products:

The right of withdrawal shall not apply to Users who have requested to download the Product before the end of the fourteen (14) days period and who have expressly waived their right of withdrawal.

The following information is mentioned before any download:
“I request to download the Product without delay and acknowledge that I hereby waive my right of withdrawal”

When the User has not downloaded the Product, he/she can exercise his/her right of withdrawal within fourteen (14) days after the order has been placed.

The User shall inform Nexway of his/her decision to exercise his/her right of withdrawal by filling this withdrawal form before the end of the fourteen (14) days period, or by making any other unequivocal statement.

The User who exercises his/her right of withdrawal receives an acknowledgement of receipt by e-mail on the address used for his/her registration.

In any case, the User shall exercise his right of withdrawal for free and without any justification.

9. LEGAL GUARANTEE

Nexway shall be liable to the User for any lack of conformity or latent defect of the Product in accordance with French law (articles L. 211-4 and seq. of the French Consumer Code and articles 1641 and seq. of the French Civil Code).

Any claim related to a lack of conformity,

• can be filed within two years following the date the Product has been downloaded or – for Products in box – delivered;
• allows the User either to ask for the reparation or for the replacement of the Product, subject to the conditions set forth in article L.211-9 of the French Consumer Code.

No evidence of the lack of conformity is to be brought when the claim is filed within six (6) months further to the Product download or delivery date. Starting from March 18th, 2016, this period is extended to twenty four (24) months, except for second-hand Products.

The User is automatically entitled to benefit from the legal guarantee against lack of conformity even if a different commercial guarantee has been granted by Nexway or a publisher.

When the User decides to implement the guarantee against latent defect, he/she is entitled either to ask for a reduction of the sale price or for rescind of the contract, in accordance with article 1644 provisions of the French Civil Code.

10. LIABILITY

Nexway shall not be held liable for any consequence or damages resulting from improper use of the Products. If you have any question regarding the Product use, you can call Nexway's customer service.

In no event shall Nexway be liable for any failure to perform its obligations resulting from an unforeseeable and unavoidable third party act, such as publisher acts.

Nexway shall not have liability for any dysfunction of the Website resulting from an interruption of Internet for any reason whatsoever or from a failure of its hosting service.

User acknowledges Nexway right to temporary interrupt the access to the Website, when it or any related server requires an update or maintenance operation. Nexway endeavors to limit the inconvenience for User by doing its best efforts for limiting the interruption to the minimum term required for implementing the contemplated operation.

In no event shall Nexway be liable if the performance of its obligations is prevented by any case of force majeure, acts of God or any external cause such as: natural disaster, war, earthquake, fire, explosion, riot, governmental intervention, bad weather conditions, water damage, and total or partial breakdown in electric network or telecommunications.

11. PROTECTION OF PERSONAL DATA

Any information, referred to as “mandatory” is requested for processing and shipping your order, and for invoice and warranty reason. Failure to disclose mandatory information will prevent you to order on the Website. By registering you on the Website, you agree to provide us with true and accurate information.

In accordance with the French Data Protection Act of 6 January 1978, the processing of your information has been notified to the French data protection authority (CNIL) under the number 1297698.

You may ask to access, modify, rectify or delete your personal data, under the conditions set forth in the EU regulations and national laws in force (article 34 of the French Data Protection Act of 6 January 1978).

You may at any time exercise the access rights referred to in the above paragraph by sending us a letter to the following address:
19 avenue Feuchères, CS 70002, 30020 Nîmes cedex 1, France.

Personal data are retained as far as User’s account is active. The account is considered active when an order is placed at least every twelve months. Further to the closure of the account, for any reason whatsoever, the data are retained for a period of three months from the closure date. Data are then archived and restored exclusively in case of litigation and for the duration of the statutory requirement.

If you have accepted it during your registration on the Website, you will receive promotional e-mails offering new products, destocking offers, exclusive products, good deals.... You can request that we stop sending you these e-mails at any time by clicking the relevant link available at the bottom of each e-mail sent by Nexway or its partners.

Nexway is the only processor of your personal data. Nevertheless, if you have expressly agreed to it during your registration on the Website, we may transmit your data to our sales partners for commercial prospection purposes. Subject to your agreement, Nexway and its partners may send you information regarding occasional promotional operations. These partners are specially selected by Nexway and are recognized for the quality of their Products and services.

Please, note that Nexway uses cookies in order to improve and customize the services available for Users.

You may block cookies by configuring your browser in order to forbid them to communicate by following the procedure described on “Internet option” tab.

Nexway exclusively operates the online store related to the digital sales on the Website. You should refer to the general provisions of the publisher’s website to know its policy on personal data.

12. MISCELLANEOUS

If any provision or article of the Terms and Conditions herein be null and void, the Parties shall negotiate in good faith to modify this provision or article so as to effect the original intent of the Parties as closely as possible in an acceptable manner, subject the modification does not harm the User’s right.

Titles of articles have been inserted for convenience only but shall not be used to construe meaning or intent.

Failure of Nexway to invoke the benefit of a provision set forth in these Terms and Conditions, even repeatedly, could not constitute a waiver to any of the articles hereunder.

All derogatory or complementary provision to these Terms and Conditions should be agreed by the Parties in writing

Nexway reserves the right to modify from time to time the Terms and Conditions herein. In any case, any order made on the Website, is exclusively ruled by the Terms and Conditions in force on the date of the order. A modification of these Terms and Conditions can never apply to an order placed before the modification entered into force. The Terms and Conditions in force shall be expressly agreed by the User before any new order.

13. APPLICABLE LAW AND JURISDICTION

The Terms and Conditions herein shall be governed by French law.

In the event of a dispute, if no amicable settlement can be reached, jurisdiction is granted to the Court designated by the mandatory rules related to litigation between professionals and consumers.