Terms & Conditions

Visitor: a person who accesses or browses the Platform without making a purchase.

Retail Client: a client who purchases Products without a membership.

Member: a client enrolled in a membership Subscription.

Affiliate: a participant in our separate Affiliate Agreement (including the Compensation Plan). Affiliates are independent contractors conducting their own business, not our agents.

Subscription: a monthly, auto-renewing membership that continues until you cancel, billed each month on the then-current rate as described in the Terms.

Refer-A-Friend Program: a Member-only referral-rewards program governed by the Annex 1 - Member Rules (not the Affiliate Agreement).

Benefits: promotional, non-cash credits applied to eligible purchases on the Platform; non-transferable and not usable for gift cards, shipping, or taxes. They are maintained separately from the Wallet.

Wallet: the DesAlpes Wallet is a stored-value balance usable for eligible purchases (including gift cards, shipping, and taxes) and eligible cash-out after successful KYC.

KYC: know-your-customer identity verification we require before enabling cash-out or other regulated features.

MFA: multi-factor authentication using at least two different factor types (e.g., password, a code from an authenticator app or biometrics).

Effective Date: the Effective date shown in the header of these Terms as "Last Updated".

Program Terms: additional terms that apply to specific programs (e.g., Subscriptions, Wallet, Benefits, Refer-a-Friend) and are incorporated into these Terms.

These Terms act as (1) the Website Terms of Use for all users of the Platform, and (2) the sale and membership terms for purchases of Products. They apply to Visitors, Retail Clients, Members and Affiliates when they access or use the Platform or purchase Products.

If you participate as an Affiliate, your activities are governed by the separate Affiliate Agreement. These Terms apply to Affiliates to the extent they do not conflict with the Affiliate Agreement.

Program Terms: Certain programs (e.g., Subscriptions, Wallet, Benefits, Refer-A-Friend) may have additional Program Terms. Those Program Terms are incorporated into these Terms and, for that program, prevail over any conflicting language here.

The following annexes form part of these Terms: Annex 1 - Member Rules and Annex 2 - Refund Policy.

Site entry (applies to everyone): You agree to these Terms when, on first visiting the Platform, you click an on-screen control (e.g., "Agree & Continue") on a conspicuous entry banner or modal that displays or is immediately adjacent to a hyperlinked copy of these Terms. If you do not agree, you cannot access or use the Platform.

You also agree to these Terms when you (1) create an account, (2) click a button or check a box labeled "I agree," "Create Account," "Complete Purchase," or similar at checkout or enrollment while a conspicuous link to these Terms is displayed, or (c) continue to use the Platform after we have presented an update to these Terms and you have had a reasonable opportunity to review it.

If you do not agree, do not use the Platform or purchase Products.

Electronic records and signatures: You agree that electronic communications, disclosures, and signatures have the same legal effect as paper versions and handwritten signatures.

You consent to receive legal notices electronically by email to the address you provide and agree to keep your contact details current. Delivery occurs when we send the email unless we receive a bounce or error.

Age & capacity: The Platform is not intended for children, and we do not knowingly collect personal information from children. You must be at least the age of majority where you live (typically 18) and otherwise have legal capacity to enter a contract. If you do not meet this requirement, do not access or use the Platform or purchase Products.

Authority to bind: If you use the Platform or purchase on behalf of a company or other entity, you represent that you have authority to bind that entity and that the entity accepts these Terms.

Sanctioned parties: You represent that you are not a person or entity subject to sanctions or other restricted-party listings and are not located in a comprehensively sanctioned country, and you will comply with applicable sanctions and export control laws.

Verification: We may require identity verification/KYC or other information before enabling certain features (including Wallet cash-out) and may limit, suspend, or terminate access if eligibility or verification requirements are not met.

Regional availability: We may restrict availability of the Platform, Products, or specific features by user or region where lawful, including to comply with local law, sanctions/export controls, or to prevent fraud/abuse, which may include blocking or limiting access based on IP address, geolocation, or payment instrument metadata.

Account information: You must provide accurate, complete information and keep it up to date. Accounts are personal to you (or your directly or indirectly owned legal entity) and may not be sold or shared without our written consent.

Credentials & MFA: Keep your login credentials (including any one-time codes) confidential. Use a strong, unique password. We may require MFA or re-authentication for sensitive actions (e.g., changing payout methods, Wallet cash-out) and may screen new passwords against known compromised lists consistent with industry standards. We may specify or limit acceptable MFA methods for security.

Our reliance on your instructions: We may act on instructions, changes, and transactions initiated from your authenticated account, so long as we reasonably believe the request came from you. This does not limit our liability for our gross negligence or willful misconduct.

Security events: Notify us immediately if you suspect unauthorized access or notice suspicious activity. We may suspend or limit your account (including freezing Wallet cash-out and holding benefits) while we investigate, and we may require KYC before restoring access.

Payments & step-up authentication: For certain transactions, we or our payment partners may require additional authentication to comply with Strong Customer Authentication or similar rules in your region.

Enforcement: We may suspend or terminate accounts for violations of these Terms or applicable law, or to protect users, the Platform, or our programs.

Currency & taxes: Prices are stated and payable in USD and, where we are required to collect tax, are tax-inclusive unless we say otherwise. Your bank or card issuer may apply foreign exchange or conversion fees; these are your responsibility.

Payment authorization: You authorize DesAlpes and our payment processors (which may vary by region and time) to store your payment method and to charge it for one-time purchases and for recurring Subscription charges until you cancel. You confirm you are authorized to use the chosen method. We may place a pre-authorization hold to validate the method.

Subscription renewal & cancellation: Subscriptions auto-renew monthly at the then-current rate until you cancel in your account settings. Cancellations take effect at the end of the current billing period; no pro-rata refunds. See Annex 2 - Refund Policy.

Price changes: We may change Subscription prices. For existing subscribers, we will email you at least 30 days in advance of the next charge with the new price and how to cancel. Continuing the Subscription after the effective date constitutes acceptance.

Charge attempts & dunning: If a charge fails, you authorize us to retry using the same or any backup method you've provided. You must keep your payment details current; repeated failures may result in suspension.

Benefits/Wallet/other application order: At checkout we apply: (1) Benefits to eligible items, then (2) Wallet balance (which may cover gift cards, shipping, and taxes), then (3) your external payment method for any remainder.

Disputes, chargebacks & offsets: Contact us first to resolve billing issues. If a chargeback or reversal occurs, we may suspend the account, freeze Wallet cash-outs, and reclaim or cancel Benefits awarded on the affected transaction. We may offset overdue amounts against your Wallet.

Receipts & descriptors: We will send a transactional receipt by email. Your statement may show our processor's descriptor.

Collections: On overdue amounts, we may recover reasonable collection costs.

License grant (Platform): Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform and its content solely to browse, purchase Products, manage your Subscription, and participate in applicable Programs. This is a license to use, not a sale.

No resale or redistribution: Except as expressly permitted in writing, you may not copy, publish, distribute, sublicense, rent, lease, sell, or otherwise commercialize the Platform or its content.

Organizations & Affiliates: If you are an organization, your authorized users may access the Platform for your internal business purposes under your account. Affiliates remain governed by the Affiliate Agreement for Affiliate activities.

Trademarks & branding: No right, title, or interest in our trademarks, logos, or branding is granted. Any permitted use must follow our written brand guidelines.

Third-party materials: Parts of the Platform may include or link to third-party content, software, or services, which may be subject to separate terms from those third parties.

Mobile apps: If you download or use our mobile app, we license it to you for installation and use on devices you own or control, consistent with these Terms.

User-Generated Content (UGC): If you post, upload, submit, or otherwise provide content (e.g., reviews, photos, video, testimonials, profile info, feedback) on or through the Platform:

• Your responsibility: You represent you have all rights needed to grant the license below and that your UGC complies with these Terms (see Section 6).
• License to DesAlpes: You grant DesAlpes a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, and sublicensable license to host, store, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your UGC, in any media now known or later developed, for operating, improving, and promoting the Platform and Products (including in marketing, ads, and social channels), without compensation.
• Name/likeness & moral rights: To the extent permitted by law, you grant us the right to use your name, username, voice, image, and likeness included in UGC, and you waive (or agree not to assert) any moral rights or similar rights in that UGC against DesAlpes and our sublicensees.
• Attribution & moderation: We may display your UGC with your account name and may edit, decline, remove, or moderate UGC at our discretion, subject to applicable law.
• No confidentiality: UGC you make public is not confidential. Do not include personal data you do not want publicly disclosed.

Feedback: If you provide ideas, suggestions, or feedback about the Platform or Products ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use and create derivative works from the Feedback without compensation; to the extent permitted by law, you waive moral rights in the Feedback.

App-store terms; third-party beneficiaries: For iOS apps, you acknowledge that Apple is a third-party beneficiary of this app license and may enforce it; for Android, the Google Play terms also apply. You agree to comply with the applicable app-store terms (including usage rules), and that DesAlpes (not Apple/Google) is responsible for support and for any claims relating to the app, subject to applicable law.

Reservation; termination: We and our licensors reserve all rights not expressly granted. We may suspend, limit, or revoke this license for breach or to protect users, the Platform, or our programs (see Sections 5 and 6). On termination, you must cease use and delete any copies of our app or content in your possession.

Ownership: The Platform and all content, features, and functionality (including text, graphics, logos, icons, images, audio, video, training modules, downloads, and software) are owned by DesAlpes or our licensors and are protected by applicable copyright, trademark, and other IP laws. All rights not expressly granted are reserved.

No implied license; retention of notices: Except as permitted in Section 8, you may not reproduce, publish, distribute, display, create derivative works, or otherwise exploit the Platform or its content. You must not remove, alter, or obscure any copyright, trademark, or proprietary notices.

Trademarks & branding: DesAlpes names, logos, product/service names, and look-and-feel are our trademarks or trade dress. You may not use them without our prior written consent. References to third-party marks are for identification only and do not imply sponsorship or endorsement. Limited nominative fair use of marks to truthfully refer to the mark owner's goods/services must avoid implying endorsement or affiliation.

Third-party/Open-source components: Parts of the Platform may include or link to third-party content, software, or services under separate terms (including open-source licenses). Those terms govern the relevant components to the extent of any conflict.

Reservation of remedies: We may seek injunctive relief and damages for violations of this Section in addition to our other remedies under these Terms and at law.

"As is" / "As available": To the maximum extent permitted by law, the Platform and Products are provided "as is" and "as available" without warranties of any kind-express, implied, or statutory-including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and quiet enjoyment. We do not warrant that the Platform will be uninterrupted, timely, secure, error-free, or free of harmful components.

No professional advice: The Platform and Products provide general information only and do not constitute legal, tax, medical, financial, or other professional advice. You should obtain advice from a qualified professional before acting.

Accuracy & timeliness: We do not promise that any content is accurate, complete, current, or free of errors. You are responsible for independently verifying any information you choose to rely on.

Third-party content & links: The Platform may include third-party content, statements, sites, or services. We do not control or endorse them and are not responsible for their content, policies, or availability.

Availability & changes: Access may be suspended, limited, or discontinued (including for maintenance or updates). Features may change without notice (see Pre-Launch Status above).

Results, outcomes, earnings, and testimonials:

• No guarantee / variability: We do not guarantee any specific results, earnings, or outcomes. Any figures (income, savings, outcomes) are illustrative only; actual results vary with effort, time, costs, market conditions, and other factors.
• Testimonials: Testimonials reflect personal experiences only and are not typical; your experience may differ. Except for minor edits (e.g., spelling/grammar), testimonials appear as received. We do not pay or otherwise compensate for testimonials and do not independently verify each testimonial's accuracy.
• Third-party statements & references: From time to time we may reference results, outcomes, or earnings-including statements received from third parties over which we have no control as to accuracy. There is no guarantee, explicit or implied, that you will achieve the same or any particular results or outcomes; individual outcomes vary. You should not rely on any such statements or references in deciding to use the website or purchase any Products.
• Affiliates' claims: Statements by Affiliates are their own; Affiliates must follow our Affiliate Agreement and applicable endorsement/earnings-claim rules.

Types of damages: To the maximum extent permitted by law, we (and our affiliates, officers, shareholders, employees, agents, service providers, and licensors) are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or business interruption, arising from or relating to your use of-or inability to use-the Platform or Products, even if we knew of the possibility of such damages.

Overall cap: Our aggregate liability for all claims relating to the Platform or Products is limited to the greater of: (i) the amounts you paid to us in the three (3) months before the event giving rise to the claim, or (ii) USD $100. Multiple claims or proceedings do not enlarge this cap.

Scope: The exclusions and limitations in this Section apply to any theory of liability (contract, tort-including negligence-statute, strict liability, or otherwise) and apply even if any remedy fails of its essential purpose.

What the cap does not reduce: The cap does not limit: (i) amounts we expressly owe you under these Terms or Annex 2 - Refund Policy (e.g., required refunds within the stated window); or (ii) any liability that cannot legally be limited or excluded according to applicable law.

Your indemnity (third-party claims): To the maximum extent permitted by law, you will defend (at our request), indemnify, and hold harmless the Company and its affiliates, officers, shareholders, employees, agents, service providers, and licensors from and against any third-party claim, demand, action, investigation, or proceeding (including reasonable legal fees and costs) arising out of or relating to:

• Your content/UGC (Section 8(g)), testimonials, or feedback;
• Your use of the Platform or Products in violation of these Terms (including Section 6 - Acceptable Use) or applicable law;
• Your statements or representations, including any earnings or results claims and, for Affiliates, any marketing that violates the Affiliate Agreement or endorsement/earnings-claim rules;
• Your transactions or conduct (fraud, chargeback abuse, identity misrepresentation); or
• Your infringement or violation of another's rights (intellectual property, privacy, publicity, or other rights).

Process: Our indemnification rights are conditioned on: (1) prompt written notice of the claim (delay only reduces your obligations to the extent materially prejudicial), (2) your control of the defense and settlement after we approve counsel (not unreasonably withheld), and (3) our reasonable cooperation (at your expense). We may assume exclusive defense at our cost at any time. No settlement may impose non-monetary obligations or admissions on us without our prior written consent.

Relationship to limits: To the extent permitted by law, your obligations to defend/indemnify under this Section are not limited by Section 11.

Advance measures: We may suspend features, freeze Wallet cash-outs, or remove content implicated in a claim while the matter is assessed or defended, consistent with Sections 5(d) and 6 (Enforcement).

Our rights: We may suspend, limit, or terminate access to the Platform or Products where we reasonably determine it is needed to: (i) address a breach of these Terms; (ii) investigate or prevent fraud, chargeback abuse, or security incidents; (iii) comply with law, sanctions/export rules, court or government orders; (iv) address KYC failure or identity mismatch; (v) address non-payment or repeated payment failures; or (vi) implement a business discontinuation or material change to the Platform.

Your rights: You may cancel a Subscription at any time in your account settings (effective at the end of the current billing period; no pro-rata refunds-see Annex 2 - Refund Policy) and may close your account by contacting support.

Process: Where practicable, we will email notice of suspension/termination to the address on file and may offer a reasonable cure opportunity for remediable issues. We may impose temporary investigation holds (e.g., freeze Wallet cash-outs) under Sections 5(d) and 7(g).

Effect on Benefits & Wallet: On suspension/termination: (i) Benefits are handled under Annex 1 - Member Rules (including forfeiture of ineligible or abuse-derived Benefits); (ii) Wallet may be frozen during review and then available for permitted uses/cash-out (subject to KYC and offset of amounts you owe under Section 7(g)), unless we are legally required to block or confiscate funds.

Fees, refunds & offsets: You remain responsible for amounts already due. We do not provide pro-rata refunds for Subscriptions; any refunds otherwise due are governed by Annex 2 - Refund Policy and applicable law. We may offset overdue amounts against your Wallet where lawful (Section 7(g)).

Discontinuation: If we discontinue all or a material part of the Platform or a Product for business reasons, we will give reasonable advance email notice where practicable. No fees accrue after the discontinuation date; refunds (if any) are handled under Annex 2 and applicable law.

Survival: Sections that by their nature should survive (including but not limited to Payments & Billing (7) for amounts due, Limited License & UGC/Feedback (8), IP (9), Disclaimers (10), Limitation of Liability (11), Indemnification (12), Governing Law & Jurisdiction (16), Class Action Waiver (17), Dispute Resolution (18), and Notices & Communications (23) survive termination.

Your side: You may not assign, transfer, or delegate any rights or obligations under these Terms (including any account, Subscription, Wallet, or Benefits) without our prior written consent. Any attempted transfer without consent is void.

Our side: We may assign, transfer or delegate any rights or obligations under these Terms (in whole or part) to any third-party or in connection with a merger, acquisition, financing, or sale of assets/business. We may also subcontract performance to service providers. We remain responsible for our obligations and for our subcontractors' performance to the extent they act on our behalf.

No reduction of rights: Any assignment or subcontracting will not reduce your non-waivable statutory rights or any benefits you are entitled to under these Terms.

Successors & assigns: These Terms bind and benefit the parties and their permitted successors and assigns.

Visitors, Retail Clients, and Members: You are subject to both these Terms and the Privacy Policy. If there is a direct conflict between them, these Terms control.

Affiliates: You are subject to these Terms, the Privacy Policy, and the Affiliate Agreement. If there is a conflict between the Affiliate Agreement and either these Terms or the Privacy Policy, the Affiliate Agreement controls. If there is a conflict between these Terms and the Privacy Policy, these Terms control.

Governing law: These Terms and any dispute or claim arising out of or relating to these Terms, the Platform, the Products, or their formation, performance, or termination are governed by the laws of Belize, without regard to conflict-of-laws rules.

Jurisdiction and venue: You and the Company irrevocably submit to the exclusive jurisdiction and venue of the courts of Belize (Belize City) for all such disputes and waive any objection based on forum non conveniens, venue, or personal jurisdiction.

Mutual waiver: Both you and the Company agree that, to the maximum extent permitted by law, any claim or dispute arising out of or relating to these Terms, the Platform, or the Products will be brought only in an individual capacity and not as a plaintiff, class member, private attorney general, or representative in any class, collective, consolidated, or representative proceeding.

No consolidation or joinder: Claims of multiple persons or parties may not be joined, coordinated or consolidated in a single action without the express written consent of all parties, including the Company.

Informal resolution first: Before filing suit, the complaining party must send a written notice of dispute that: (i) summarizes the facts, (ii) states the specific relief demanded, and (iii) includes supporting documents reasonably available. Notices must be sent by email under Section 23 and are deemed delivered when sent unless we receive a bounce/error.

Good-faith period; tolling: The parties will work in good faith to resolve the dispute for 30 days after valid notice. During this period, any applicable limitations period is tolled and no lawsuit may be filed.

No mediation or arbitration: If the dispute is not resolved within 30 days, either party may proceed to court as set out in Section 16.

Confidentiality of settlement communications: Settlement offers, discussions, and materials exchanged solely for the purpose of informal resolution are confidential and without prejudice to the extent permitted by applicable law.

Limitations period: Any claim arising out of or relating to these Terms must be filed within one (1) year after the claim accrues.

These Terms-together with the documents incorporated by reference (Annex 1 - Member Rules, Annex 2 - Refund Policy, the Privacy Policy, and, for Affiliates, the Affiliate Agreement)-constitute the entire agreement between you and us for the Platform and Products and supersede all prior or contemporaneous understandings on that subject matter.

No other terms: No other terms or communications (including emails, chats, marketing, FAQs, or pre-printed purchase-order terms) add to or modify these Terms unless they are (i) expressly incorporated here, or (ii) set out in a separate written agreement signed by the Company.

Posting only: During Pre-Launch, we may update these Terms at any time without prior notice. The "Last Updated" date at the top reflects the current version. Updates are effective upon posting (or on any later effective date stated in the posting).

Your acceptance: By continuing to access or use the Platform or by making purchases after the "Last Updated" date, you accept the updated Terms. If you do not agree, do not continue to use the Platform and cancel any Subscription.

Your responsibility to review: Because we are in Pre-Launch, updates may be significant and may alter features, programs, or documentation. You are responsible for reviewing the posted Terms periodically and before purchases or enrollments.

Electronic communications consent: You agree to receive legal notices and other communications from us by email and that such communications satisfy any requirement that they be in writing. Keep your email current at all times. Delivery is deemed to occur when we send the email, unless we receive a bounce/error.

Notices to you: We may send legal notices to the email address in your account. You are responsible for whitelisting our domain and monitoring that inbox.

Notices to the Company: Legal notices to us (other than service of process) must be sent by email to [email protected] with the subject line "Legal Notice" and must include your full name, account email, and a brief description of the matter.

Contact Us / Support: Questions or requests (that are not legal notices) may be submitted via [email protected]. Messages to this address do not constitute legal notice unless they comply with 23(c).