TERMS OF SERVICE
Terms of Service
1. Account Terms
- To access and use the Services, you must register for a XEB by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. XEB may reject your application for an Account, or cancel an existing Account, if the business breach any terms of service in this agreement.
- You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
- You confirm that you are receiving any Services provided by XEB for the purposes of carrying on a business activity and not for any personal, household or family purpose.
- You acknowledge that XEB will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.
- You are responsible for keeping your password secure. XEB cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
- A breach or violation of any term in the Terms of Service, as determined in the sole discretion of XEB may result in an immediate termination of your Services.
2. Account Activation
- Subject to section (2), the person signing up for the Service by opening an Account will be the contracting party (“Store Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.
- If you are signing up for the Services on behalf of your employer, your employer shall be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
- Your XEB Store can only be associated with one Store Owner. A Store Owner may have multiple XEB Stores. “Store” means the online store or physical retail location(s) associated with the Account.
- Upon completion of sign up for the Service, XEB will create a WeChat Pay account on your behalf, using your email address, or you need to provide the existing WeChat Pay account for integrating with XEB store.
3. General ConditionsYou must read, agree with and accept all of the terms and conditions contained in these Terms of Service, before you may become a XEB User. Technical support in respect of the Services is only provided to XEB Users.
- The Terms of Service shall be governed by and interpreted in accordance with the laws of Victoria of Australia
- You acknowledge and agree that XEB may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on XEB’s website, 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 XEB’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, please contact our support team before continuing to use the Service. You may not use the XEB Services 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), th laws applicable to you in your customer’s jurisdiction, or the laws of Victoria Australia. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by XEB.
- You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use XEB and/or variations and misspellings thereof.
- Questions about the Terms of Service should be sent to XEB Support.
- If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
4. Service Provider’s Rights
- We reserve the right to modify or terminate the Services if the business breach the terms of service.
- We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Materials uploaded or posted to a Store, violate our Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any XEB customer, XEB employee, member, or officer will result in immediate Account termination.
- XEB does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.
- We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that XEB employees and contractors may also be XEB customers/merchants and that they may compete with you, although they may not use your Confidential Information 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, your status as an employee of an entity, etc.
- “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. XEB’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
- Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
6. Limitation of Liability
- You expressly understand and agree that, to the extent permitted by applicable laws, XEB 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.
- To the extent permitted by applicable laws, in no event shall XEB or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, XEB partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ 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 or your violation of any law or the rights of a third party.
- Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
- XEB does not warrant that the Services will be uninterrupted, timely, secure, or error-free, however, XEB will take the responsibility to continuously solving the errors at its own cost and expense.
7. Waiver, Severability, and Complete AgreementThe failure of XEB to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall remain in full force and effect. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and XEB and govern your use of the Services and your Account, superseding any prior agreements between you and XEB (including, but not limited to, any prior versions of the Terms of Service).
8. Intellectual Property and Customer Content
- We do not claim any intellectual property rights over the Materials you provide to the XEB Service. All Materials you upload remains yours. You can remove your XEB Store at any time by deleting your Account.
- By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow XEB to store, and in the case of Materials you post publicly, display and use your Materials. XEB shall follow the privacy act in Victoria and not using it for any other business activities.
- You retain ownership over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.
- XEB shall have the non-exclusive right and licen
9. Payment of Fees
- You will pay the Fees applicable to your subscription to Online Service (“Subscription Fees”) and any other applicable fees, including but not limited to any fees relating to your purchase or use of any products or services such as XEB Store, Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
- 12 months price no increase guarantee. XEB may update the online service fees at any time. However, XEB guarantees that the fees will not be increased from the date of store sign up within 12 months period.
- You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. XEB will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and XEB will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full.
- Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at XEB’s discretion. 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 sent to the Store Owner via the email provided. As well, an invoice will appear on the Account page of your Store’s administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
- If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, XEB reserves the right to terminate your Account.
- A 30 days written notice will be provided to the client if XEB decides to terminate the services. All Materials (including product information, pictures etc) uploaded by you, order information and customer information will be transferred to you before your account is removed from our server.
- Member subscription fees include complementary CMS (content management system) training and ongoing technical support to ensure the smooth store set up process.
- All Fees are given in A New Tax System (Goods and Services Tax) Act 1999 (Cth)
- You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of XEB’s products and services. To the extent that XEB charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes 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 evidence satisfactory to XEB of your exemption. If you are not charged Taxes by XEB, you are responsible for determining if Taxes are payable, and if so, selfremitting Taxes to the appropriate tax authorities in your jurisdiction.
- For the avoidance of doubt, all sums payable by you to XEB under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by XEB to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. XEB shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
- XEB does not provide refunds.
10. Cancellation and Termination
- You may cancel your Account and terminate the Terms of Service at any time by contacting XEB Support 30 days in advance and then following the specific instructions indicated to you in XEB’s response.
- Upon termination of the Services by either party for any reason:
- XEB will cease providing you with the Services and you will no longer be able to access your Account;
- unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
- any outstanding balance owed to XEB for your use of the Services through the effective date of such termination will immediately become due and payable in full;
- Your Store miniprogram will be taken offline.
- If at the date of termination of the Service, there are any outstanding Fees owing 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 XEB Service, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
- Fraud: Without limiting any other remedies, XEB 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 use of the Services.
11. Third Party Services
- XEB may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) 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 (“Third Party Provider”). 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, Third Party Providers.
- You can work with independent third parties that can help you build and operate your XEB Store.
- Any use by you of Third Party Services offered through the Services, 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. In some instances, XEB may receive a revenue share from Third Party Providers that XEB recommends to you or that you otherwise engage through your use of the Services.
- We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that XEB has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services.
- 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 other Materials 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 Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. XEB is not responsible for any disclosure, modification or deletion of your data or other Materials, 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 Materials.
- The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and XEB is not obligated to intervene in any dispute arising between you and a Third Party Provider.
- Under no circumstances shall XEB 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, including any Expert. These limitations shall apply even if XEB 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, XEB partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.