Welcome to xChange Market Place General Terms Agreement, a suite of optional services for sellers including: Selling on xChange Market Place (XMP), xChange Ads, xChange Transactional Processing, and the xChange Market Interface.
THIS XCHANGE MARKET PLACE AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND XCHANGE. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY FOR EACH COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE (IN EACH CASE, THE “ELECTED COUNTRY”).
As used in this Agreement, “we,” “us,” and “XChange” means the applicable xChange Contracting Party and any of its applicable Affiliates, and “you” means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. If there is a conflict among terms in this Agreement, the Program Policies will prevail over any applicable Service Terms and the General Terms, and the applicable Service Terms will prevail over the General Terms.
To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law (for example, the Elected Country may not allow minors to use the Services). As part of the application, you must provide us with your (or your business’) legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice. We also retain the right to alter and amend our terms at our sole discretion. Users will receive notice.
2. Service Fee Payments; Receipt of Sales Proceeds.
Fee details are described in the “sell on xchange” found at the foot of the xchangemarketplace.net page. You are responsible for all of your expenses in connection with this Agreement. To use our Service, you must register as a user through our online registration. Payments can be made through credit / debit cards, and xBit. Vendors associated with this site are required to provide their valid banking information acceptable to xChange. Be aware, users of xChange may use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time; and if using a card payment to obtain xBit, where necessary, to obtain card authorizations from the issuer of Your payment Card, and to charge Your Payment Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to You through the xChange Wallet at myxpay.net. Requests for Your Vendor Sales Proceeds are made through our system. At the time of final accounting xChange will deduct Vendor costs, including your “Hands-on / Hands-off” expenses, and other related expenses, including wiring fees where relevant, associated with your Vendor account. Vendor proceeds will be delivered per your instructions filed with our accounting department. Upon the first remittance payment to you the Vendor, you will be required to complete additional forms to ensure we as a company know you as Vendor customer (KYC). We insist upon this to comply with Global Banking standards.
If we determine that your actions or performance may result in returns, charge-backs, claims, disputes, violations of our terms or policies, or other risks to xChange or our associates etc, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to xChange or third parties persist. For any amounts that we determine you owe us, we may (a) charge Your xBit Wallet and/or Credit Card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Program Policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in Euro, or xBit as converted in Euro.
In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, charge-backs, claims, disputes, violations of our terms or policies, or other risks to xChange or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Program Policies, may result in their forfeiture.
As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because an xChange Site or Service is unavailable following the commencement of a transaction.
3. Term and Termination.
The term of this Agreement will start on the date of your completed registration for or use of a Service, whichever occurs first, and continue until terminated by us or you as provided in this Agreement (the “Term”). We may terminate or suspend this Agreement or any Service for any reason at any time by notice to you. You may terminate this Agreement or any Service for any reason at any time by the means then specified by xChange. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16, and 19 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of xChange subsidiary sites; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the applicable xChange Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law.
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you or your Affiliates to xChange or its Affiliates is at all times accurate and complete, (d) you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government, the European Union or its member states, or other applicable government authority; and (e) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
You release us and agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim“) arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any of Your Sales Channels other than xChange Sites or xChange Affiliates sites or Subsidiaries, Your Products (including their offer, sale, performance, and fulfillment), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or (d) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
7. Disclaimer & General Release.
A. The xChange sites, including all content, software, functions, materials, and information made available on or provided in connection with the services, are provided “as-is.” As a user of the services, you use the xChange sites, the services at your own risk. To the fullest extent permissible by law, we and our affiliates disclaim: (i) any representations or warranties regarding this agreement, the services or the transactions contemplated by this agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (ii) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (iii) any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. we do not warrant that the functions contained in the xChange sites and the services will meet your requirements or be available, timely, secure, uninterrupted, or error free, and we will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions. B. because xChange is not involved in transactions between customers and sellers or other participant dealings, if a dispute arises between one or more participants, each participant releases xChange (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
8. Limitation of Liability.
We will not be liable (whether in contract, warranty, tort (including negligence, product liability, or other theory), or otherwise) to you or any other person for cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if xChange has been advised of the possibility of those costs or damages. Further, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated will not exceed at any time the total amounts during the prior one month period paid by you to xChange in connection with the particular service giving rise to the claim.
Better business practises call for General Business Liability Insurance. xChange expect each partner to carry adequate insurance to operate in a responsible manner. General Business liability insurance coverage is expected to be at least one Million Euro with policy/ies naming xChange and its assignee’s as additional insureds. At our request you will provide to us the certificates of insurance for the coverage to the following email address: email@example.com.
10. Tax Matters.
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes. You agree to and will comply with the tax policies of your country. All fees and payments payable by you to xChange under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying your own taxes to your tax authorities. xChange will collect sales taxes on all goods (in all US states for American business) sold directly by xchange where xChange is the responsible Vendor. xChange will abide by all local, regional and national tax regimes where it engages in sales. Again, You are responsible for you own tax liabilities.
During the course of your use of the Services, you may receive information relating to us or to the Services, including but not limited to xChange Transaction Information, that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain xChange’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
12. Force Majeure.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
13. Relationship of Parties.
14. Use of xChange Transaction Information.
You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any xChange Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any xChange Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an xChange Site user. In addition, you may only use tools and methods that we designate to communicate with xChange Site users regarding Your Transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of Your Products. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to xChange Transaction Information for any purpose, even if that information is identical to xChange’s Transaction Information, provided that you do not target communications on the basis of the intended recipient being a xChange Site user.
15. Suggestions and Other Information.
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any xChange Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.
We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes at each site, and you as a user are responsible for reviewing these locations and informing yourself of all applicable changes or notices. As our sites are dynamic and constantly being improved, it is your responsibility to keep informed with any updates to the changes to the General Terms and the Service Terms. We will post a notice to these changes at xgroupcommunity.net. Your continued use of a service after xChange’s posting of any changes will constitute your acceptance of such changes or modifications.
17. Password Security.
Any password we provide to you may be used only during the period in which you are a registered user of xChange system. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.
The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. If the Elected Country is the United Kingdom, xChange and you both consent that any dispute with xChange or its Affiliates or claim relating in any way to your use of the Services or this Agreement as it relates to your use of the Services in the United Kingdom will be adjudicated in the Governing Courts, and you consent to exclusive jurisdiction and venue in the Governing Courts. If the Elected Country is the United States, Canada, or Mexico, xChange and you both consent that any dispute with xChange or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify and (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must start the process by submitting a ticket at xgroupcommunity.com. The arbitration will be conducted by rules set by the Republic of Georgia. Payment of all filing, administration and arbitrator fees will be guided by the Georgian International Arbitration Center. Each party is responsible for their own fees unless the arbitrator determines the claims are frivolous, as such, the party bringing the case will be responsible for reimbursement of all fees. xChange and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration xChange and you each waive any right to a jury trial.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them. Because xChange is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms (if the Elected Country for a Service is the United States)), or the customer’s agent for any purpose, xChange will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.
We will post all notices on xgroupcommunity.net, but other communications regarding this Agreement specific to your account will be sent directly to you at the e-mail addresses you designated for notifications in your application, as applicable. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any “E-mail Preferences” (or similar preferences or requests) you may have indicated on the applicable xChange Site, or by any other means. You may change your e-mail addresses and certain other information in your account profile, as applicable to you. You will ensure that all of your information is up to date and accurate at all times. You may at any time communicate issues to our Vendor Services Team by submitting a ticket at your account dashboard or at xchangemarketplace.net.
This Agreement incorporates and you accept the applicable Service Terms and Program Policies, which xChange may modify from time to time. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. If the Elected Country is Canada, then it is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s’y rattachant soient rédigés en anglais.) If the Elected Country is any country other than Japan, we may make available translations to this Agreement and the applicable Service Terms and Program Policies, but the English version will control. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
As used in this Agreement, the following terms have the following meanings:
“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
“xChange Contracting Party” means Contracting Party that provides the applicable Service you use in connection with the xChange Market Place.
“xChange Transaction Information” means, collectively, Order Information and any other data or information acquired by you or your Affiliates from xChange, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties’ performance under this Agreement.
“Content” means copyrightable works under applicable Law and content protected by database rights under applicable Law.
“Excluded Products” means the items described on the applicable restricted items list.
“Governing Courts” means the applicable one of the following:
32 Dzmebi Zubalashvilebi Str., 0108 Tbilisi, Republic of Georgia
The State or Federal Court in Sheridan County, Wyoming – North America
Europe: Circuit Commercial Court Rolls Building Fetter Lane, London EC4A 1NL
Asia: State Courts of Singapore, 1 Havelock Square, Singapore 059724
“Governing Laws” means the applicable one of the following:
The laws of the Republic of Georgia, including the arbitration at the International Court.
The laws of the State of Wyoming, United States together with the Federal Arbitration Act. and other applicable federal law – North America
The laws of the United Kingdom
In Asia, the laws of Singapore
“Insurance Limits” means the applicable one of the following:
Equivalent to One Million Euro global
“Intellectual Property Right” means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
“Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, as applicable) of competent jurisdiction.
“Currency” means the applicable one of the following:
Refers to local money systems – Euro, Pounds, Dollars etc., and includes xBit.
“xGroup Community Site” means that website (and any successor or replacement of such website), the primary homepage of which is currently located at xgroupcommunity.net
“Order Information” means, with respect to any of Your Products ordered through an xChange Site, the order information and shipping information that are provide or made available to you.
“Person” means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.
“Program Policies” means all terms, conditions, policies, guidelines, rules, and other information on the applicable xChange Site, or any affiliated xChange Site anywhere.
“Sales Proceeds” means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, and including taxes and customs duties.
“Vendor Dashboard” means the online portal and tools made available by xChange to you, for your use in managing your orders, inventory, and presence on a particular xChange Site or affiliate Market Place site.
“Service” means each of the following services: Selling Your products on xChange and, the xChange Market place site.
“Service Terms” means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.
“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.
“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.
“xChange Site” means that website, the primary home page of which is identified by the url www.xchangemarketplace.net www.xchange.lu, and any successor or replacement of such website.
“Your Materials” means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to xChange or its Affiliates.
“Your Personnel” means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.
“Your Product” means any product or service that you: (a) have offered through xChange Market Place; (b) have made available for advertising through the xChange Ads.
“Your Sales Channels” means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.
“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange.
“Your Transaction” means any transactional sale of Your product that you undertake through xChange is entirely your responsibility to perform, including all shipping, sending, mailing, etc, including returns, or re-shipments.
“Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
“XGold – Backed / Backed by Gold” means Gold-Backed / Backed by Gold specifically to xBit. Processed through licensed Affiliate. Minimum 1 oz Gold amount.
Selling on xChange Market Place
xChange Market Place (XMP) is a web site that allows you to offer certain products and services directly on the xChange Sites. Selling on XMP Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on xChange. By registering for or using the service, you (on behalf of yourself or the business you represent) agree to be bound by the general terms agreement, including these selling on xChange service terms.
Your Product Listings and Orders
- Products and Product Information. You will provide in the format we require accurate and complete Required Product Information for each product or service that you offer through xChange Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on xChange Site comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. If it is determined that your product falls under our “Excluded Products” list, You may not provide any information for, or otherwise seek to offer these types of products anywhere on the xChange Site; or provide any URL Marks for use, or request that any URL Marks be used, on any xChange Site.
2. Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on the xChange Site, and conduct merchandising and promote Your Products as permitted by us (including via other Associated xChange sites or any other functions, features, advertising, or programs on or in connection with the applicable xChange Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and xChange may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable xChange Site. Sales are transacted and settled through your xChange wallet. See myxpay.net.
3. Shipping and Handling Charges. For Your Products ordered by customers on or through the xChange Site, you will determine the shipping and handling charges subject to our Program Policies and standard functionality.
4. Transactional Fraud. We will bear the risk of Transactional fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party’s Wallet information) occurring in connection with Your Transactions. If we ask you to You will stop or cancel orders of Your Products. If you have already transferred Your Products to a carrier or shipper when we ask you to stop or cancel an order, you will use commercially reasonable efforts to stop or cancel delivery of that order. You will refund any customer (in accordance with this service agreement) that has been charged for an order that we stop or cancel.
5. Sales, Refunds and Returns.
You will source, offer and sell your products in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the applicable xChange Site at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable xChange Site at the time of the applicable order or as may be required under this Agreement; (e) fulfill Your Products throughout the seller country (except to the extent prohibited by Law or this Agreement); (f) provide to xChange information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) ensure that you are the seller of each of Your Products; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) except as expressly permitted by this Agreement, NOT send customers emails confirming orders or fulfillment of Your Products.
Cancellations, Returns, and Refunds.
The xChange Refund Policies will apply to Your Products, and you will firmly state your policies in your Vendor product description pages. Subject to this Agreement, for any of Your Products, you will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the xChange Refund Policies for the applicable xChange Site, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with Your Transactions through the xChange wallet. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay.
6. Problems with Your Products.
Delivery Errors and Nonconformities; Recalls.
You are solely responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of Your Products, except to the extent caused by: (a) Transactional Fraud for which we are responsible, or (b) our failure to make available to you Order Information as it was received through xChange. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products.
Guarantee and Charge-backs. If we inform you that we have received or initiated a claim through xChange Affiliate Business Partnerships, you will deliver to us in a format and manner we specify: (a) proof of fulfillment of Your Product(s) (as applicable); (b) the applicable xChange order identification number; (c) a description of Your Product(s) (as applicable); and (d) any terms provided by you or us and displayed on the xChange Site at the time of the transaction in question. If you fail to comply with the prior sentence, or if the claim, charge-back, or dispute is not caused by: (i) Transaction fraud for which we are responsible; or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payment in the General Terms, 2 above, for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by xChange) and all associated credit card association, bank, or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any charge-back or refund, in each case to the extent paid or payable by us or our Affiliates.
7. Parity with Your Sales Channels.
Subject to this section of the agreement, you are free to determine which of Your Products you wish to offer on xChange Market Place. You will maintain parity between the products you offer through Your Sales Channels and the products you list on xChange by ensuring that: (a) the Purchase Price and every other term of offer or sale of Your Product (including associated shipping and handling charges, Shipment Information, any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable cancellation, return and refund policies) is at least as favorable to xChange Site users as the most favorable terms upon which a product is offered or sold via Your additional Sales Channels (excluding consideration of Excluded Offers); (b) customer service for Your Products is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered in connection with any of Your Sales Channels; and (c) the Content, product and service information, and other information regarding Your Products that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with this agreement.
You will pay us: (a) the applicable commission Fees; (b) any applicable Transaction Fees; and (c) any other applicable fees described in this Agreement, that are added and detailed at future time. “Commission” fees refers to the fees associated with the “hands-on / hands-off” approach to Vendor online account management. Fees will reflect the Vendor choice, and will be deducted at settlement. Sales proceeds will not include shipping charges and taxes – where applicable. Monies associated with / for shipping and taxes will be added to Vendor wallet at settlement in full as they are not part of a xChange compensation.
Remittance of Sales Proceeds & Refunds.
Except as otherwise stated in this Agreement, the proceeds from your sales are in real-time and accessible via your xchangemarketplace.net vendor dashboard, with additional real-time accounting at your xChange wallet ledger – myxpay.net. Your proceeds are calculated, less (a) applicable commission Fees; (b) the applicable transaction fees; (c) any other applicable fees described in this agreement. (d) any amounts we require you to maintain in your account balance pursuant to this Agreement (including payments withheld pursuant to Section 2 of the General Terms, and other terms herein, and applicable Program Policies).
We may establish a reserve on your account based on our assessment of risks to xChange or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.