Terms of Use
Welcome! SellX, Inc. (“SellX,” “we,” “our,” or “us”) provides its services through its website
located at https://www.gramme.co along with related
features, content, applications, and products (collectively, the “Platform”).
Before using our Platform, please read these Terms of Service (the “Terms” or the “Agreement”) carefully, along with any other policies or notices on the Platform and our Privacy Policy located at www.gramme.co/privacy/. Together these materials contain terms, rules, and guidelines related to your use of the Platform.
How you accept this policy
By accessing, using, and/or ordering services through the Platform you acknowledge that you have
read, understood, and agree to these Terms, as well as the accompanying privacy policy located
at www.gramme.co/privacy/. Further, by accessing,
using, and/or ordering services on SellX, you represent and warrant that you are legally
authorized to do so, and agree to be bound by these Terms. If you are using the service on
behalf of an organization or legal entity (“organization”), that you are agreeing to these Terms
on behalf of that organization, and you represent and warrant that you have the authority to
bind that organization to these Terms. In that case, “you” and “yours” refers to you and that
organization.
We may modify the Terms at any time. Any changes to the Terms will be reflected on this page and will become effective immediately upon posting. If the changes are significant, we will do our best to notify you via email or through a notification. Please check the effective date below to determine if there have been any changes since you have last reviewed the Terms.
If you do not agree to this Agreement or any modifications to this Agreement, you should not use
our Platform
The Platform
Our Platform is offered on a software-as-a-service subscription basis subject to the Terms. SellX retains all rights to the Platform. We may change the Platform in our sole discretion from time to time as we refine it and add more or other features. We may also stop, suspend, or modify the Platform at any time without prior notice to you, in any circumstances we reasonably determine to be necessary, including but not limited (i) to perform essential repairs/maintenance to the Platform; (ii) where your use of the Platform is in breach of your obligations under this agreement; (iii) where payment of the fees for the Platform are not paid in a timely manner. We also may impose limitations on bandwidth usage for the Platform as we, in our sole discretion, determine to be appropriate.
Eligibility
Only individuals who are at least 18 years old and can form legally binding contracts can use our
Platform. If you are under 18 years old and would like to use the Platform, you can, but only if
a parent or legal guardian who is at least 18 years old supervises you. In all cases, the adult
would be the user and is responsible for any and all activity.
You can only use our
Platform to the extent the laws of your jurisdiction or the United States do not bar you from
doing so. Please make sure these Terms are in compliance with all laws, rules, and regulations
that apply to you.
By using the Platform, you represent and warrant that you meet all eligibility requirements we outline in these Terms. We may still refuse to let certain people access or use the Platform. We may also change our eligibility criteria.
We offer the Platform only for personal, noncommercial use and not for the use or benefit of any
third party (unless you are a parent or legal guardian using the Platform for your minor
child).
Account Information
We’ll need your username, email, and a password to sign up for the Platform. You must provide us with accurate information when you create your account. Your account gives you access to the Platform. We may maintain different types of accounts for different types of users or organizations.
You are responsible for safeguarding the password that you use to access the Platform and for any activities or actions under your password. We encourage you to use “strong” passwords that use a combination of upper- and lower-case letters, numbers and symbols with your account. You agree not to disclose your password to any third party. SellX cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify SellX immediately upon becoming aware of any breach of security or unauthorized use of your account.
Intellectual Property
The Platform contains copyrighted material, trademarks, and other proprietary information, including but not limited to text, software, photos, and graphics, and may in the future include video, graphics, music, and sound (“Content”), which is protected by copyright law, registered and unregistered trademarks, database rights, and other intellectual property rights. Unless otherwise provided, we exclusively own the Content and your use of the Platform does not grant you any right, title, or interest in the Content.
Privacy
SellX respects the privacy of others. Please see our Privacy Policy for important information and disclosures relating to the collection and use of your information in connection with your use of the Platform.
Use of the platform
The Platform is provided solely for your own use. In order to use the Platform, you must receive
data connectivity services from your mobile carrier or Internet service provider. You are
responsible for all costs, fees, and related charges of the data connectivity service in
connection with or related to your use of the Platform. Data connectivity service may vary among
service providers. SellX assumes no liability or responsibility for the payment of any charges
you may incur. You acknowledge that the cost of such data connectivity service may rise
significantly when roaming internationally. Therefore, you are advised to consider the cost of
using the Platform, depending on your location at any particular time.
Restrictions on use
You represent, warrant, and agree that you will not interact with, the Platform and/or other
users in a manner that:
(a) violates this Agreement;
(b) infringes or violates the personal, property, and/or intellectual property rights (or any other rights including, but not limited to, moral rights, privacy rights, rights of publicity, and/or any rights relating to confidential or proprietary information) of anyone else (including SellX);
(c) misrepresents information and/or knowing provision of false, incomplete, or inaccurate information;
(d) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by SellX;
(e) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous (including any attack on another user’s character or reputation), vulgar, pornographic, obscene, or otherwise objectionable (including inciting violence, hate speech, and other discriminatory language that may promote racism, bigotry, or harm of any kind against any group or anyone else);
(f) jeopardizes the security of your Account Information, account, or anyone else’s (such as allowing someone else to log in to the Platform as you);
(g) attempts, in any manner, to obtain the password, account, or other security information from any other user;
(h) violates the security of any computer network, or cracks any passwords or security encryption codes;
(i) runs Maillist, Listserv, any form of auto-responder or “spam” on the Platform, or any processes that run or are activated while you are not logged into the Platform, or that otherwise interfere with the proper working of the Platform (including by placing an unreasonable load on the Platform’ infrastructure);
(j) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Platform or Content (through use of manual or automated means);
(k) copies or stores any significant portion of the Content; or
(l) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying
ideas or information of or relating to the Platform.
A violation of any of these Terms or the foregoing is grounds for termination of your right to use or access the Platform.
Fees
Payment. After you have registered with SellX, you may subscribe to our services
on our membership page. By entering your payment information, you authorize SellX to charge the
listed amount of your order to your selected payment option. Subscriptions on the Platform
renew automatically on a monthly or yearly basis, depending on the plan selected. You shall make
payment for the fees as specified by your selected plan. All payments shall be made in US
dollars, unless agreed otherwise in the Terms. All payment will be due within 30 days of the
date of the invoice, unless agreed otherwise in the Terms. You can always cancel your membership
at any time by changing your settings at http://sellx.com/settings.
Taxes. You are responsible for any duties, customs fees, or taxes (other than
our income tax) associated with your subscription (“Taxes”), including any related penalties or
interest, and you will pay us for your subscription without any reduction for Taxes. If we are
obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide us with
a valid tax exemption certificate authorized by the appropriate taxing authority. If you are
required by law to withhold any Taxes from your payment to us, you must provide us with an
official tax receipt or other appropriate documentation to support such payments.
Changes to Subscription Fees. We reserve the right to revise the fees we charge to subscribe to the Platform. If we do so, and you’re currently subscribed to the Platform, we’ll do our best to provide you with written notice (which may be by email) at least thirty days prior to the change.
Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) that we incur in collecting delinquent amounts, except where such delinquent amounts are due to our billing inaccuracies.
Third Party Services
We utilize links and other tools to connect users to third party services and websites, such as Google Analytics, Stripe, and PayPal to process payments. You acknowledge and agree that the Platform operates on, or with, or using application programming interfaces (“APIs”) and/or other services operated or provided by third parties (“Third Party Services”). SellX is not responsible for the operation of any Third Party Services or the availability or operation of the Platform to the extent such availability and operation is dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary to access Third Party Services and for complying with any applicable terms or conditions thereof. SellX does not make any representations or warranties with respect to Third Party Services. Any exchange of data or other interaction between you and Third Party Services is solely between you and that third party, and is governed by such third party’s terms and conditions.
We have no control over the content and policies of these Third Party Services, and in no event shall we be held responsible or liable for the accuracy, reliability, or currentness of any third party’s content or policies. Users who access or use a Third Party Service through SellX are solely responsible for complying with the terms and policies of these third parties.
In no event shall a description or reference to a third party’s product or service (including,
but not limited to, providing a description or reference via hyperlink) be construed as an
endorsement of such third party product or service by us. We retain the exclusive right to add
to, modify, or cancel the availability of any Third Party Service.
User Content
In order to make use of the Platform, you or your users may upload, create, or input information, (personal) data, documentation, and other materials (together, “User Content”) into the Platform. You have sole responsibility for all User Content which you store in the Platform, whether publicly posted or privately transmitted by you. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or communications posted via the Platform or endorse any opinions expressed via the Platform. If you use or rely on any User Content or materials posted via the Platform or obtained by you through the Platform, it is at your own risk. SellX disclaims all liability as regards any of your User Content, and will not be liable for (i) any loss or damage of any kind incurred as a result of the use of any User Content in the Platform, (ii) any losses, costs, or expenses resulting from the loss or corruption of your User Content, and/or (iii) any third party claims relating to your Content.
You agree not to upload User Content to the Platform that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (v) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third party rights of any kind, including, without limitation, any intellectual property rights of third parties, or rights of privacy. We reserve the right to reject and/or remove any User Content that we believe, in our sole discretion, violates the Terms.
We also reserve the right to access, read, preserve, and/or disclose any information as we
reasonably believe is necessary to: (i) operate the Platform; (ii) satisfy any applicable law,
regulation, legal process, or governmental request; (iii) enforce the Terms, including
investigation of potential violations; (iv) detect, prevent, or otherwise address fraud,
security, or technical issues; (v) respond to user support requests; or (vi) protect the rights,
property or safety of the SellX, the Platform, the Platform’s users, or the
public.
LIMITATION OF LIABILITY & WARRANTY
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SELLX OR ANY OF OUR OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, LAWYERS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF (COLLECTIVELY THE “SELLX PARTIES”) BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: (A) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR ACCESS TO, USE OF, OR RELIANCE ON ANY CONTENT PROVIDED THROUGH THE PLATFORM OR ANY ERRORS OR OMISSIONS IN ANY CONTENT; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM OR SELLX’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF: (I) FEES PAID TO SELLX FOR USE OF THE PLATFORM; OR (II) $100.00.
SELLX IS NOT RESPONSIBLE FOR ANY ACTIVITIES, EVENTS, CONTRACTS, OR INTERACTIONS BETWEEN YOU AND COMPANIES. YOU ARE A CONTRACTOR(S) WHO IS BEING HIRED BY COMPANIES. ANY LISTED OR UNLISTED INTERACTION BETWEEN YOU AND COMPANIES ARE NOT REPRESENTATIVE OF SELLX, AND SELLX DOES NOT MAKE ANY GURANTEES OR AFFIRMATIONS ABOUT COMPANIES INTERACTIONS WITH YOU.
THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Warranty Disclaimer
THE PLATFORM IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SITE OR ANY CONTENT ON THE PLATFORM, WHETHER PROVIDED OR OWNED BY SELLX OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
IN ADDITION, SELLX DOES NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE PLATFORM IS
ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE
RESULTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS.
SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
Indemnity
To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the
SellX Parties from and against any and all claims, damages, obligations, losses, liabilities,
costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i)
your use of and access to the Platform; (ii) any Content you post, program, upload, use,
distribute, store, or otherwise transmit through the Platform; (iii) your violation of any term
of this Agreement; or (iv) your violation of any law, rule, or regulation, or the rights of any
third party.
ARBITRATION AND DISPUTE RESOLUTION
Informal Dispute Resolution
If you have any questions or concerns regarding our Platform, our SellX team can be reached at
[contact@sellx.com]. Most concerns can be quickly addressed and resolved in this manner. You and
SellX both agree to use best efforts to settle any question, dispute, claim, or disagreement
directly through consultation and good faith negotiations which shall be a precondition to
either party initiating an arbitration or lawsuit.
Binding Arbitration
If you and SellX do not reach an agreed upon solution within a period of ninety (90) days from
the time informal dispute resolution is pursued pursuant to the preceding section, you agree
that any dispute, controversy or claim arising out of or relating in any way to this Agreement
or the Platform, including the validity of this Section (“Arbitration Section”) shall be
submitted to and decided by binding arbitration in the state of New York, rather than in court.
ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR
GROUNDS FOR APPEAL ARE LIMITED. Notwithstanding the foregoing, you and SellX also agree that we
may bring suit in court to enjoin infringement or other misuse of intellectual property rights
unrelated to your use of the Platform.
(A) Class Action Waiver
Any and all proceedings to resolve claims will be conducted only on an individual basis and not
in a class, consolidated, or representative action or proceeding. YOU AND SELLX AGREE THAT EACH
MAY BRING CLAIMS AGAINST EACH OTHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT ONLY IN
YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. If a court or arbitrator of competent jurisdiction determines that
the class action waiver set forth in this paragraph is void or unenforceable for any reason or
that an arbitration can proceed on a class basis, the Arbitration Section shall be deemed null
and void in its entirety and the parties shall be deemed to have not agreed to arbitrate
disputes.
(B) Arbitration Procedure
THE ARBITRATION WILL BE CONDUCTED CONFIDENTIALLY BY A SINGLE NEUTRAL ARBITRATOR AND GOVERNED BY
NEW YORK LAW. ARBITRATION SHALL BE ADMINISTERED UNDER THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION IN ACCORDANCE WITH THE ASSOCIATION’S COMMERCIAL ARBITRATION RULES AND JUDGMENT ON
THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
IF THERE IS ANY INCONSISTENCY BETWEEN NEW YORK AND THIS ARBITRATION SECTION, THE TERMS OF THIS
ARBITRATION SECTION WILL CONTROL UNLESS THE ARBITRATOR DETERMINES THAT THE APPLICATION OF THE
INCONSISTENT ARBITRATION SECTION TERMS WOULD RESULT IN A FUNDAMENTALLY UNFAIR ARBITRATION. IF
THE ARBITRATOR DECIDES THAT ANY OF PART OF THIS ARBITRATION SECTION IS INVALID OR UNENFORCEABLE,
THE REMAINDER OF THE AGREEMENT WILL STILL CONTINUE TO APPLY.
THE PLACE OF ARBITRATION SHALL BE NEW YORK, NEW YORK. THE ARBITRATION SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK. YOU MAY REPRESENT YOURSELF IN THE ARBITRATION OR BE REPRESENTED
BY AN ATTORNEY OR ANOTHER REPRESENTATIVE. EACH PARTY WILL, UPON WRITTEN REQUEST OF THE OTHER
PARTY, PROMPTLY PROVIDE THE OTHER WITH COPIES OF ALL RELEVANT DOCUMENTS. THERE SHALL BE NO
OTHER DISCOVERY ALLOWED. IN MAKING DETERMINATIONS REGARDING THE SCOPE OF EXCHANGE OF ELECTRONIC
INFORMATION, THE ARBITRATOR(S) AND THE PARTIES AGREE TO BE GUIDED BY THE SEDONA PRINCIPLES,
THIRD EDITION: BEST PRACTICES, RECOMMENDATIONS & PRINCIPLES FOR ADDRESSING ELECTRONIC
DOCUMENT PRODUCTION. HEARINGS WILL TAKE PLACE PURSUANT TO THE STANDARD PROCEDURES OF THE
COMMERCIAL ARBITRATION RULES THAT CONTEMPLATE IN PERSON HEARINGS. THE AWARD SHALL BE MADE WITHIN
SIX (6) MONTHS OF THE FILING OF THE NOTICE OF INTENTION TO ARBITRATE (DEMAND), AND THE
ARBITRATOR(S) SHALL AGREE TO COMPLY WITH THIS SCHEDULE BEFORE ACCEPTING APPOINTMENT. HOWEVER,
THIS TIME LIMIT MAY BE EXTENDED BY THE ARBITRATOR FOR GOOD CAUSE SHOWN, OR BY MUTUAL AGREEMENT
OF THE PARTIES. THE ARBITRATORS WILL HAVE NO AUTHORITY TO AWARD PUNITIVE OR OTHER DAMAGES NOT
MEASURED BY THE PREVAILING PARTY'S ACTUAL DAMAGES, EXCEPT AS MAY BE REQUIRED BY STATUTE.
THE ARBITRATOR(S) SHALL NOT AWARD CONSEQUENTIAL DAMAGES IN ANY ARBITRATION INITIATED UNDER THIS
SECTION. THE ARBITRATOR(S) SHALL AWARD TO THE PREVAILING PARTY, IF ANY, AS DETERMINED BY THE
ARBITRATORS, ALL OF THEIR COSTS AND FEES. "COSTS AND FEES" MEAN ALL REASONABLE
PRE-AWARD EXPENSES OF THE ARBITRATION, INCLUDING THE ARBITRATORS' FEES, ADMINISTRATIVE
FEES, TRAVEL EXPENSES, OUT-OF-POCKET EXPENSES SUCH AS COPYING AND TELEPHONE, COURT COSTS,
WITNESS FEES, AND ATTORNEYS' FEES. THE AWARD OF THE ARBITRATORS SHALL BE ACCOMPANIED BY A
REASONED OPINION. EXCEPT AS MAY BE REQUIRED BY LAW, NEITHER A PARTY NOR AN ARBITRATOR MAY
DISCLOSE THE EXISTENCE, CONTENT, OR RESULTS OF ANY ARBITRATION HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF BOTH PARTIES. THE PARTIES AGREE THAT FAILURE OR REFUSAL OF A PARTY TO PAY ITS
REQUIRED SHARE OF THE DEPOSITS FOR ARBITRATOR COMPENSATION OR ADMINISTRATIVE CHARGES SHALL
CONSTITUTE A WAIVER BY THAT PARTY TO PRESENT EVIDENCE OR CROSS-EXAMINE WITNESS. IN SUCH EVENT,
THE OTHER PARTY SHALL BE REQUIRED TO PRESENT EVIDENCE AND LEGAL ARGUMENT AS THE ARBITRATOR(S)
MAY REQUIRE FOR THE MAKING OF AN AWARD. SUCH WAIVER SHALL NOT ALLOW FOR A DEFAULT JUDGMENT
AGAINST THE NON-PAYING PARTY IN THE ABSENCE OF EVIDENCE PRESENTED AS PROVIDED FOR ABOVE.
(C) Jury Trial
If for any reason claims proceeds in court rather than in arbitration, you and SellX waive any right to a jury trial. In that instance, you expressly agree to submit to the exclusive personal jurisdiction of the state or federal courts of New York, New York.
(D) Changes to this Arbitration Section
If we make any change to this Arbitration Section (other than a change to any notice address) in
the future, that change shall not apply to any claim that was filed in a legal proceeding
against SellX prior to the effective date of the change. Moreover, if future versions of this
Agreement do not contain this or another Arbitration Section, any existing dispute will not be
affected.
Time Limitation of Claims
You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
Governing Law
No matter where you’re located, the laws of the State of New York will govern these Terms and the parties’ relationship as if you signed these Terms in New York, without regard to New York state’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded or modified only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in New York County, New York for exclusive jurisdiction of any dispute arising out of or related to your use of the Platform or your breach of these Terms. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.
Note to International Users
The Platform is hosted in the United States. If you are a user accessing the Platform from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Platform, which is governed by US law, you are transferring your Personal Information to the United States and you consent to that transfer.
Termination
We reserve the right to terminate your license to use the Platform or block or prevent your access to the Platform, without providing you with notice or reason. In the event of termination, your obligations under this Agreement will still continue.
No Waiver
Our failure to exercise or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.
Serverability
If it turns out that any part of this Agreement is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.
Force Majeure
We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, pandemic, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
Assignment
You agree that SellX may assign any of our rights and/or transfer, sub-contract, or delegate any of our obligations under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.
Entire Agreement
This Agreement sets forth the entire understanding and agreement as to the subject matter hereof and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this Agreement) and every nature between us. Except as provided for above, any modification to this Agreement must be in writing and must be signed by both parties.
Questions or Comments
We welcome comments, questions, concerns, or suggestions. Please send us a message on our contact
page at https://sellx.com/contact/.
Effective Date: December 1, 2020
