Service and Terms
The Services are provided subject to these Terms and any operating rules or policies that xinyuanxy may publish from time to time (collectively, the " Agreement"). xinyuanxy may make changes or modifications to this Agreement at any time, and such changes or modifications are effective immediately upon the earliest of (a) xinyuanxys email notification to you advising you of such changes or modifications, (b) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the "Date of Last Revision" date at the top of the Terms, or (c) your continued use of the Services after xinyuanxy posts the updated Agreement to xinyuanxy.com. In addition, when using particular xinyuanxy services, Customer and xinyuanxy will be subject to any posted guidelines or rules applicable to such Services that may be posted from time to time.
Customer will be one party to this contract. For Customers resident in the United States, xinyuanxy, Inc. will be the other contracting party. For all other Customers (non-residents of the United States), xinyuanxy Pty. Ltd. will be the other contracting party.
The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, please do not use the Services.
The Services provides a collection of tools and resources to manage an online store, process orders and sell products online. In addition, the Services may include migration services relating to your use of the xinyuanxy's tools and resources.
Customer must complete a registration form in order to use the Services. Customer will provide true, accurate, current, and complete information about Customer as requested in the registration form, and will update the information to keep it current. As part of the registration process, Customer will identify an email address and password for Customer's xinyuanxy account. Customer is responsible for maintaining the security of Customer's account, passwords, and files, and for all uses of Customer's account and of the Services in Customer's name. xinyuanxy reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
xinyuanxy acknowledges that xinyuanxy is responsible for the security of credit cardholder data to the extent that xinyuanxy has control of that data. To that end, xinyuanxy undertakes regular assessments consistent with the Payment Card Industry Data Security Standards. Customer acknowledges that Customer is responsible for determining the PCI DSS merchant requirements applicable to the Customer and Customer's unique use of the xinyuanxy platform and tools.
Restrictions and Responsibilities
This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (" Software"); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
For every email message sent in connection with the Services, Customer acknowledges and agrees that the recipient has agreed to receive such communication and that Customer will not engage in the act of sending unsolicited emails.
In using the varied features of the Services, Customer may provide information (such as name, contact information, or other registration information) to xinyuanxy. xinyuanxy may use this information and any technical information about Customer's use of this website to tailor its presentations to Customer, facilitate Customer's movement through this website, or communicate separately with Customer. xinyuanxy will not provide information to companies Customer has not authorized, and xinyuanxy will not authorize the companies that get such information to sell and redistribute it without Customers prior consent.
Customer acknowledges and agrees that: (a) the Services including without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, " Proprietary Information") are owned by xinyuanxy and/or its third party sponsors, partners, and other co-branders (collectively, " Content Providers"), (b) the Proprietary Information contains valuable copyrighted material and is protected by U.S. and international copyright and other intellectual property laws, (c) the Proprietary Information is licensed, rather than sold, to Customer pursuant to these Terms, and (d) Customer has no rights in the Proprietary Information, other than the rights and licenses granted to Customer herein.
xinyuanxy Trademarks. "xinyuanxy" and our logos (both words and design) either are trademarks, service marks, or registered trademarks of xinyuanxy or its Content Providers, and may not be copied, imitated or used, in whole or in part without xinyuanxy's prior express written consent or that of our Content Providers. In addition, all page headers, custom graphics, design and user interface elements, and scripts are service marks, trademarks, and/or trade dress of xinyuanxy and may not be copied, imitated, or used, in whole or in part without our prior written permission, which consent may be withheld in our sole discretion. All other marks or logos not owned by xinyuanxy are the property of their respective owners.
Reservation of Rights. Except for the rights expressly granted to Customer pursuant to these Services, Customer acknowledges that it has no right, title or interest in or to this website, the Services or Proprietary Information. All rights not expressly granted by xinyuanxy in these Terms are hereby reserved by xinyuanxy. There are no implied rights.
Term and Termination
Customer may terminate this Agreement at any time. See also Section 7 below (Fees and Payment; Upgrade, Downgrade and Cancellation of Services) for more information regarding termination of this Agreement or related Services.
xinyuanxy may terminate this Agreement or the Services at any time with or without cause, and with or without notice. xinyuanxy will have no liability to Customer or any third party because of such termination.
Upon termination or expiration of this Agreement by either party for any reason, (a) xinyuanxy will cease providing the Services, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise and (c) any outstanding balance owed to xinyuanxy for your usage of the Services through the effective date of such termination or expiration will immediately become due and payable in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability.
Upon termination or expiration of this Agreement by either party for any reason, xinyuanxy may delete any Customer archived data within 30 days after the date of termination.
Disputes Regarding Account or Site Ownership
The entity or person creating a xinyuanxy account and designated as the owner will be deemed the account owner. For security reasons, only the account owner or the point of contact designated by the account owner will be allowed to make changes, cancellations, or designate a new point of contact. Disputes sometimes arise between or among multiple persons claiming ownership of or rights in a site, store or account. xinyuanxy is not obligated to, and will not, resolve any such disputes.
If multiple persons are claiming ownership of or rights in a site, store or account, and, in xinyuanxy's sole judgment, there is uncertainty as to the ownership of or rights in such site, store or account, then xinyuanxy will, to the extent of its knowledge and ability, notify such persons of the dispute and demand that such persons promptly, conclusively, and finally resolve the dispute in a manner which makes clear who the owner(s) and/or interest holder(s) is/are and in a manner which relieves xinyuanxy of all liability and obligations concerning the dispute and such site, store or account. If the disputing persons fail to resolve the dispute within what xinyuanxy, in its sole judgment, deems to be a reasonable time, then xinyuanxy, at its sole option and without any obligation to do so, may suspend or terminate the account until such persons resolve such dispute and reach certainty regarding ownership of or rights in such website, store and/or account. The person or persons conclusively and finally determined by court order, binding arbitration or settlement agreement to be the rightful owner(s) or interest holder(s) of such website, store and/or account will be obligated to pay all amounts due and comply with the then current xinyuanxy policy regarding transfers of accounts, if required, to transfer ownership of the site, store and/or account to the rightful owner. Failure of the rightful owner of such site, store and/or account to timely pay in full all of such amounts will be deemed a breach of these Terms and will subject the account to immediate termination.
Customer's Name and Trademarks; Customer Feedback; Customer Submissions
Name and Trademarks. Customer hereby grants xinyuanxy a non-exclusive right and license to use Customers name and such of Customers trade names, trademarks, service marks and logos ("Customer's Marks") as are used by Customer on Customers hosted sites in connection with this Agreement, and images and publically-facing information about Customer on Customers hosted sites including, but not limited to, screenshots of Customer's hosted sites and associated photographs appearing on Customers hosted sites ("Customer Public Information and Images"): (a) on xinyuanxy's own websites describing and promoting xinyuanxy's Services, (b) in printed and online advertising, publicity, directories, newsletters and updates describing and promoting xinyuanxy's Services, and (c) in applications reasonably necessary and ancillary to the foregoing. Customer (i) represents and warrants to xinyuanxy that Customer has all necessary rights to grant xinyuanxy the foregoing rights, and (ii) agrees that neither Customer nor anyone else will be entitled to any compensation for xinyuanxy's exercise of the foregoing rights.
Customer Voluntary Suggestions. Some of the features of this website or the Services found at this website may allow Customer to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, feedback or advice (" Customer Feedback"), or (b) literary, artistic or other content, including but not limited to photos and videos (" Customer Submissions") (Customer Feedback together with Customer Submissions, " Customer Voluntary Suggestions"). By providing Customer Voluntary Suggestions to xinyuanxy via any method (e.g. site submission, email, survey responses, etc.), Customer represents and warrants to xinyuanxy that (i) Customer has all necessary rights to distribute Customer Voluntary Suggestions via this website or via the Services found at this website, either because Customer is the author of the Customer Voluntary Suggestions and has the right to distribute the same, or because Customer has the appropriate distribution rights, licenses and/or permissions to use, in writing, from the copyright or other owner of the Customer Voluntary Suggestions, and (ii) Customer does not violate the rights of any third party by providing the Customer Voluntary Suggestions.
License to xinyuanxy. xinyuanxy will have the right to use and disclose any Customer Voluntary Suggestions posted to xinyuanxy's corporate websites or submitted directly to xinyuanxy for any lawful purpose. In no event will Customer or anyone else be entitled to any compensation or acknowledgement for xinyuanxy's use of any Customer Voluntary Suggestions. Customer's provision of Customer Voluntary Suggestions is entirely voluntary and will not create any confidentiality obligation for xinyuanxy. By submitting Customer Voluntary Suggestions, Customer hereby grants xinyuanxy an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sublicensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display Customer Voluntary Suggestions (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed, and (b) use (and permit others to use) Customer Voluntary Suggestions in any manner and for any purpose (including, but not limited to, commercial purposes) that xinyuanxy deems appropriate in its sole discretion (including, but not limited to, to incorporating Customer Voluntary Suggestions (or any modification thereto), in whole or in part, into any technology, product or service. The provisions in this Section apply specifically to xinyuanxy's use of Customer Voluntary Suggestions posted to xinyuanxy's corporate websites or submitted directly to xinyuanxy, and not to Customer's hosted sites. Customer will be solely responsible for any and all of the Customer Voluntary Suggestions that are submitted through Customer's account, and the consequences of, and requirements for, distributing it.
Discussion Areas. xinyuanxy makes no representations or warranties with respect to any forums, blogs, private messages, emails, or other electronic discussion mediums made available on or via the Services (collectively, " Discussion Areas") or with respect to any messages, information, or materials contained in the Discussion Areas. Customer's use of, or reliance upon, any such messages, information, or materials is at Customer's sole risk and expense. xinyuanxy does not, and cannot, review all of the information and materials provided in the Discussion Areas and has no responsibility or liability for any such information or materials or their use. If xinyuanxy becomes aware of any information or materials that it determines violate these Terms or the Discussion Areas' policies promulgated by xinyuanxy from time to time or that xinyuanxy otherwise deems inappropriate in its sole discretion, xinyuanxy reserves the right to delete, move, or edit any such information or materials.