Duck Down Digital Market
Terms and Conditions of Service
Effective Date: Jan 1, 2026
These Terms and Conditions of Service (the "Agreement") govern your access to and use of the Duck Down Digital Market (the "Marketplace"), a platform for buying and selling digital and/or physical products and services. By accessing or using the Marketplace, you agree to be bound by this Agreement. Please read it carefully.
1. Scope of the Marketplace
1.1 Use of Marketplace
Duck Down Digital Market publishes listings for both Third-Party Vendor Products and Duck Down Digital Market Products. Subject to this Agreement, Customers may access and use the Marketplace to browse, evaluate, and purchase those products.
1.2 Product Listings
Third-Party Vendor Products: For transactions involving products listed by third-party vendors ("Vendors"), Duck Down Digital Market will indicate at the time of sale whether it is acting as the merchant and seller of record, or as the Vendor's authorized agent.
Duck Down Digital Market Products: For transactions involving products created and sold directly by Duck Down Digital Market, Duck Down Digital Market will be the merchant and seller of record. Unless otherwise stated, your purchase and use of Duck Down Products are governed by any applicable Duck Down product-specific agreements, and not solely this Agreement.
1.3 Resellers
If you are accessing the Marketplace as an authorized reseller or distributor of Vendor Products, additional terms may apply. You must ensure that any applicable reseller or distribution agreements are in place prior to completing a purchase intended for resale.
2. Payment Terms
All fees for Vendor Products will be invoiced either alongside your Duck Down account charges or on a separate invoice, at Duck Down's discretion. By completing a purchase, you agree to pay all applicable fees in accordance with the payment terms associated with your purchase and/or your Duck Down account. Duck Down and its vendors reserve the right to update pricing with reasonable notice, as described in Section 5.
3. Customer Obligations
3.1 Compliance
As a Customer, you agree to:
• Ensure that your use of the Marketplace and any Vendor’s Products comply with this Agreement and all applicable laws and regulations.
• Ensure that any authorized users you permit to access the Marketplace on your behalf ("End Users") also comply with this Agreement.
• Promptly notify Duck Down of any unauthorized use of or access to the Marketplace or your account.
3.2 Third-Party License Terms
Certain Vendor Products may require you to accept a separate Vendor Agreement. By purchasing or enabling any such product, you agree to be bound by the applicable Vendor's terms. Bring-Your-Own-License (BYOL) products are governed solely by the applicable third-party software license agreements.
3.3 Vendor Access to Customer Data
Some Vendor Products may require the Vendor to access data associated with your Duck Down account ("Customer Data") in order to deliver the product. By enabling such a Vendor Product, you authorize Duck Down to share your Customer Data with that Vendor. You acknowledge that:
• Duck Down will have no further control over your Customer Data once it has been shared with the Vendor.
• The Vendor's handling of your Customer Data will be governed by the applicable Vendor Agreement, not this Agreement.
• Duck Down's own handling of your Customer Data remains governed by Duck Down's Privacy Policy and any applicable data processing agreements.
3.4 Restrictions
You agree not to, and not to allow End Users to:
• Copy, modify, or create derivative works of the Marketplace.
• Reverse engineer, decompile, or otherwise attempt to extract source code from the Marketplace.
• Resell or redistribute Vendor Products without written authorization.
• Use the Marketplace in any manner intended to avoid incurring fees or circumvent usage limits.
4. Support for Vendor Products
4.1 Vendor-Supported Products
Unless otherwise specified in the applicable product listing, all technical support for Vendor Products is provided by the applicable Vendor under terms agreed upon between you and the Vendor. Duck Down is not responsible for technical support, security updates, or patches for Vendor Products.
4.2 Duck Down Digital-Supported Products
For select Vendor Products designated as "Duck Down Digital-Supported," Duck Down Digital Market will provide frontline technical support directly. Details regarding support tiers and coverage for these products will be described on the applicable product listing page and are subject to your active support plan with Duck Down Digital.
5. Modifications
5.1 To the Marketplace
Duck Down Digital Market may make commercially reasonable updates to the Marketplace at any time and may but will not be obligated to provide notice of any material changes.
5.2 To This Agreement
Duck Down Digital Market may update this Agreement from time to time. Any material changes will be posted at the official Marketplace Terms page and communicated to you in writing. Unless otherwise stated, updates take effect 30 days after posting. If you do not agree to a revised Agreement, you may cease use of the Marketplace. Your continued use following the effective date of any change constitutes acceptance of the updated terms.
5.3 To Fees
Fees for Vendor Products may be updated upon 30 days' written notice. Fee changes will not take effect during any active, prepaid subscription term.
6. Termination and Cessation of Use
6.1 Termination for Breach
Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice. Upon termination:
• If Duck Down Digital Market is the terminating party, you remain responsible for all fees owed for active fees, charges, and terms.
• If you are the terminating party, Duck Down Digital Market will have no further obligation to continue the storage or showcasing of your products and or services and any content you have added to the marketplace may be made unavailable immediately or at Duck Down Digital’s earliest convenience.
6.2 Cessation of Use
You may stop using the Marketplace or any Vendor Product at any time. Doing so does not relieve you of the obligation to pay fees for any active subscription term.
6.3 Removal of Subscription Products
Duck Down Digital Market may remove any Product or limit your access to it during an active subscription term only if:
• Duck Down Digital Market is no longer contractually permitted to offer the product.
• The Vendor requests removal or ceases to offer the product.
• Continuing to offer the product would create legal or operational risk for Duck Down Digital.
Duck Down Digital Market will make commercially reasonable efforts to provide advance notice, and where feasible, at least six (6) months' notice before removing a product for reasons outside your control.
6.4 Refunds on Removed Products
If Duck Down Digital Market removes a Subscription Product for reasons other than your breach, the vendor will be 100% responsible for any remaining subscription term will be relieved.
6.5 Transition Assistance
Upon request, Duck Down Digital Market will use reasonable efforts to assist you in transitioning away from a Vendor Product after termination.
7. Confidential Information
Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with this Agreement that is marked as confidential or that would reasonably be understood to be confidential. This obligation does not apply to information that is independently developed, rightfully obtained from a third party without restriction, or becomes publicly known through no fault of the receiving party. You acknowledge that Duck Down Digital Market may share certain account and usage information with applicable Vendors in connection with your use of their products.
8. Intellectual Property Rights
Except as expressly stated in this Agreement, neither party grants the other any rights, implied or otherwise, in their content or intellectual property. You retain all rights in your Customer Data. Duck Down Digital Market retains all rights in the Marketplace platform, branding, and related materials.
9. Disclaimer of Warranties
To the fullest extent permitted by applicable law, Duck Down Digital Market makes no warranties of any kind regarding the Marketplace, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or uninterrupted or error-free operation.
Duck Down Digital Market makes no representations or warranties regarding any Vendor Products, including their accuracy, performance, continued availability, or security. Duck Down Digital Market expressly disclaims any responsibility for a Vendor's actions, descriptions, or failure to deliver products or support.
10. Third-Party Links
The Marketplace may contain links to websites or resources not controlled by Duck Down Digital Market ("Linked Sites"). Duck Down Digital Market is not responsible for the content, privacy practices, or security of any Linked Sites. Links are provided for convenience only and do not constitute an endorsement.
11. Limitation of Liability
11.1 Exclusion of Indirect Damages
To the extent permitted by applicable law, neither party will be liable for any indirect, consequential, special, incidental, or punitive damages, or for any loss of revenue, profits, savings, or goodwill, arising out of or related to this Agreement.
11.2 Cap on Liability
Duck Down Digital Market has no liability for any product or service a vendor decides to display on Duck Down Digital Market and no liability for any problem that may arise. The vendor is 100% responsible for any product or service they add to Duck Down Digital Market including but not limited to fulfillment of product or services. If any vendor fails to fulfill any order that vendor is 100% responsible.
11.3 Exceptions
Nothing in this Agreement limits either party's liability for:
• Death, personal injury, or property damage resulting from negligence.
• Fraud or fraudulent misrepresentation.
• Infringement of the other party's intellectual property rights.
• Payment obligations under this Agreement.
• Any liability that cannot be excluded under applicable law.
12. Publicity
You may state publicly that you are a customer of the Duck Down Digital Market, provided such statements are accurate and do not imply any endorsement or partnership beyond what exists. Duck Down Digital Market may revoke this right upon written notice.
13. General Terms
13.1 Notices
Notices to you will be sent to the email address associated with your Duck Down Digital Market account. Notices to Duck Down Digital Market should be sent to legal@duckdowndigital.com. Notices are effective upon sending.
13.2 Assignment
Neither party may assign this Agreement without the written consent of the other, except to an affiliate in connection with a merger, acquisition, or corporate reorganization, provided the assignee agrees in writing to be bound by this Agreement.
13.3 Force Majeure
Neither party will be liable for delays or failures in performance caused by circumstances beyond their reasonable control, including natural disasters, acts of government, cyberattacks, or infrastructure failures.
13.4 No Waiver
Failure by either party to enforce any provision of this Agreement will not constitute a waiver of the right to enforce that provision in the future.
13.5 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
13.6 Governing Law
This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict of law rules. Any disputes arising under this Agreement will be resolved exclusively in the state or federal courts located in Delaware, and both parties consent to personal jurisdiction in those courts.
13.7 Amendments
Except as provided in Section 5, any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.
13.8 Entire Agreement
This Agreement, together with any applicable product-specific terms, Vendor Agreements, and Duck Down Digital Market policies incorporated by reference, constitutes the entire agreement between the parties regarding the Marketplace and supersedes all prior understandings or representations on the subject.
14. Definitions
"Agreement" means these Terms and Conditions of Service.
"Customer" or "you" means the individual or entity entering into this Agreement.
"Customer Data" means any data, content, or information submitted by Customer in connection with use of the Marketplace.
"Duck Down Digital Market Products" means any software, services, or digital goods created and offered by Duck Down Digital Market.
"End Users" means individuals authorized by Customer to use the Marketplace on Customer's behalf.
"Fees" means all applicable charges for Vendor Products, including any applicable taxes.
"Marketplace" means the Duck Down Digital Market platform and all associated services.
"Subscription Product" means any Vendor Product for which Customer has prepaid or committed to recurring fees for a defined period.
"Vendor" means any third-party seller who lists products or services on the Marketplace.
"Vendor Agreement" means any separate agreement between Customer and a Vendor governing use of a Vendor Product.
"Vendor Product" means any software, service, dataset, or digital good offered by a Vendor through the Marketplace.
Duck Down Digital Market | legal@duckdowndigital.com | www.duckdowndigital.com