Terms of Use

Subject to section 2.2, the person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of the Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.

If you are signing up for the Service on behalf of an employer, the employer will be the Account Owner. If you are signing up for the Service on behalf of an employer, then you represent and warrant that you have the authority to bind your employer to the Terms of Service.

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including the Acceptable Use Policy (“AUP”) ADD LINK and Privacy Policy ADD LINK before you are entitled to become a Xoppon Owner or open a Xoppon Owner Account.

Technical support is only provided to paying Owner Account holders and is only available via email.

Governing Law and Jurisdiction and venue of any matter relating to the Terms of Service not subject to arbitration shall reside in the laws of the State of Arizona, USA. The Federal/National Arbitration Act shall govern all matters relating to arbitration. The laws of the country shall govern all other matters relating to or arising from the Agreement unless the laws of the country in which an Account Owner resides expressly require the application of its law. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

You acknowledge and agree that Xoppon may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Xoppon’s website, available at ADD APPROPRIATE LINK and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Xoppon’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

You may not use the Xoppon service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the State of Arizona USA. You will comply with all applicable laws, rules and regulations in your use of the Service.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission from Xoppon.

You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Xoppon or Xoppon trademarks and/or variations and misspellings thereof.

Questions about the Terms of Service should be sent to [email protected]

You understand that your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.

You acknowledge and agree that your use of the Service, including information transmitted to or stored by Xoppon, is governed by its privacy policy at Privacy Policy

The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and the Xoppon Terms of Service available in another language, the most current English version of the Terms of Service at Terms of Service will prevail.

In compliance with law relevant to you, to protect your website, company, and customers, you need to state your Terms of Use, Privacy Policy and any General Data Protection Regulation (GDPR) in clear, simple, and easily-understood language.

Xoppon provide sample Terms and Conditions, Privacy Policies and other documents for your website. These sample templates are not legal advice and by using them you agree to this disclaimer: The materials are for informational purposes only and do not constitute advertising, a solicitation or legal advice. You should consult independent legal advice before publishing these agreements. You should read the generated information with care and modify, delete or add all and any areas as necessary. Use of, access to or transmission of such materials and information or any of the links contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship between Xoppon and the user or browser. You should not rely upon this information for any purpose without seeking legal advice from a licensed attorney in your state, province, country or area. The information contained is provided only as general information and may or may not reflect the most current legal developments; accordingly, information is not promised or guaranteed to be correct or complete. Xoppon expressly disclaims all liability in respect to any actions taken or not taken based on any or all of the contents of this website. Further, Xoppon does not necessarily endorse and is not responsible for any third-party content that may be accessed through this information.

We reserve the right to modify or terminate the Service for any reason, without notice at any time.

We may, but have no obligation to, remove Content and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a store, or the Content uploaded or posted to a store, violate our Acceptable Use Policy (“AUP”) or Terms of Service.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any Xoppon customer, Xoppon employee, member, or officer will result in immediate Account termination.

Xoppon does not pre-screen Content and it is in our sole discretion to refuse or remove any Content from the Service.

Xoppon reserve the right to provide services to competing businesses and make no promise of exclusivity in any individual market segment. Account Owners further acknowledge and agree that Xoppon employees and contractors may also be Xoppon Customers/Owners and that they may compete with and other Xoppon Account Owner, although they may not use the confidential information of that Account Owner in doing so.

In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, any Know Your Customer (KYC) documentation etc.

Xoppon retains the right to determine, at our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Xoppon reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

You expressly understand and agree that Xoppon shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.

In no event shall Xoppon or suppliers be liable for loss of profits or any special, incidental or consequential damages arising out of or in connection with our website, our services or these Terms of Service however arising, including negligence. You agree to indemnify and hold us and our parent, subsidiaries, affiliates, Xoppon partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, including the AUP, or your violation of any law or the rights of a third party.

Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

Xoppon does not warrant that the Service will be uninterrupted, timely, secure, or error-free.

Xoppon does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

Xoppon does not warrant that the quality of any products, services, information, or other Content purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.

These Terms of Service and the documents it incorporates by reference embody entire agreement between you and Xoppon and govern your use of the Service, overriding and superseding any prior representations, understandings or implications between you and Xoppon. In the event that any clause in this Agreement is found to be unenforceable the remainder of the Agreement will continue.

We do not claim any intellectual property rights over the Content you provide to the Xoppon service. All Content you upload remains yours. You can remove your Xoppon store at any time by deleting your Account.

By uploading Content, you agree: (a) to allow other internet users to view the Content you post publicly to your store; (b) to allow Xoppon to store, and in the case of Content you post publicly, display, your Content; and (c) that Xoppon can, at any time, review all the Content submitted to its Service, although Xoppon is not obligated to do so.

You retain ownership over all Content that you upload to a Xoppon store; however, by making your store public, you agree to allow others to view Content that you post publicly to your store. You are responsible for compliance of the Content with any applicable laws or regulations.

We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any Content or information provided by you to us that is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.

Xoppon shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Service.

You will pay the Fees applicable to your subscription to Xoppon and any other applicable fees, including but not limited to fees relating to transactions through your Account using the Xoppon repository service and any fees relating to your purchase of any products or services. You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. Xoppon will charge applicable Fees to the debit or credit card account that you authorize and Xoppon will continue to charge the Authorized Card, or any replacement card, for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

Subscription Fees are paid in advance and will be billed in 30 day intervals. Transaction Fees and Additional Fees will be charged from time to time at the discretion of Xoppon. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be available to the Account Owner in the Owner account area. Owners have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

All Fees are exclusive of applicable Taxes.

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Xoppon products and services. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Card. If you are exempt from payment of any such Taxes, you must provide Xoppon with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date such a certificate is received by Xoppon.

If you are resident in the U.S., Taxes may apply to your subscription to or purchase of some or all of Xoppon products and services, including without limitation, your subscription to or purchase of Xoppon Online Services. Any applicable Taxes are based on the rates applicable to the U.S. billing address you provide to us, and will be calculated at the time of purchase of the applicable Taxable Offerings. Such amounts are in addition to the Fees for the Taxable Offerings and will be billed to your Authorized Card. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.

To the extent that you are an individual and not a corporation or other legal entity, and your location of usage changes to a place in the U.S., you must advise us immediately by email to [email protected]

Xoppon does not provide refunds.

You may cancel your Account at anytime by emailing [email protected] and then following the specific instructions indicated to you in the Xoppon response.

Upon termination of the Services by either party for any reason:

If, at the date of termination of the Service, there are any outstanding Fees owed by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

We reserve the right to modify or terminate the Xoppon Service or your Account for any reason, without notice at any time.

Fraud: Without limiting any other remedies, Xoppon may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the E-Commerce Application.

Prices for using the Services are subject to change upon 30 days notice from Xoppon. Such notice may be provided at any time by posting the changes to the Xoppon Site (xoppon.com) or the Owner Account area via an announcement.

Xoppon reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.

Xoppon shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

No party to this Agreement shall be deemed to be in breach of this Agreement, or otherwise liable to any other party to this Agreement, by reason of any delay in performance or non-performance of any of its obligations hereunder to the extent that such delay or non-performances due to circumstances beyond the reasonable control of that party (including, without limitation, war, strikes, lockouts or any other form of industrial action), but the party so affected shall promptly inform other relevant parties of any such occurrence and shall take all reasonable steps to alleviate the effects of the occurrence.

In addition to these Terms of Service, you also agree to be bound by the additional service specific terms applicable to services you purchase from, or that are provided by Xoppon Third Party Service Providers.

Xoppon may from time to time recommend, provide you with access to, or enable Third Party Services such as software, applications, products, services or website links for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider. Any use by you of Third Party Services offered through the Services or the Xoppon website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.

We do not provide any warranties with respect to Third Party Services. You acknowledge that Xoppon has no control over Third Party Services, and shall not be responsible or liable to anyone for such Third Party Services. The availability of Third Party Services on Xoppon websites, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Xoppon. Xoppon does not guarantee the availability of Third Party Services and you acknowledge that Xoppon may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Xoppon is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Xoppon recommends that you consult a specialist for advice before using or relying on Third Party Services, to ensure they will fulfil your criteria. Tax calculators should be used for reference only and not as a substitute for independent tax advice when assessing the correct tax rates you should charge to your customers.

If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Xoppon is not responsible for any disclosure, modification or deletion of your data or other Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Content.

Google Maps is a Third Party Service that is used within the Services. Your use of the Service is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, as it may be amended by Google from time to time.

Under no circumstances shall Xoppon be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if Xoppon has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Xoppon partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable Legal fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

Xoppon accepts no responsibility for product sales and supply between Account Owners, including transactions conducted through the Repository. Owners who are selling goods or services obtained through the Repository to Customers must ensure that the correct funds to meet the price of the goods and the applicable shipping charges are paid to the Supplier of the goods or services. Once the Supplier of the goods or services has received the money for the price of the goods and the applicable shipping charges, the suppler is fully responsible for, and must ensure that the applicable goods and services are delivered to the Customer. Failure by the Owner to pay the Supplier and failure of the Supplier to deliver the goods to the Customer will result in account suspension or termination.

Xoppon supports the protection of intellectual property and expects Xoppon Account Owners to do the same. Xoppon have a policy to respond to all notices of alleged copyright infringement. If someone believes that one of our Owners is infringing their intellectual property rights, they can send a DMCA Notice to Xoppon at [email protected]. Upon receiving a DMCA Notice, we may remove or disable access to the Content claimed to be a copyright infringement. Once provided with a notice of takedown, the Owner can reply with a counter notification if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise Xoppon will restore the Content. For more information, see our DMCA Notice and takedown Procedure .