1. You are accepting the Terms
You are contracting with: Xandebay LLC (“Xandebay” “we” or “us”), a Delaware limited liability corporation to use our Services. Our office address is 8 Wright Street Suite 107 Westport, CT 06880.
These Terms contain an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration (unless you opt out), which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.
2. You are selling and buying with each other
Xandebay is an online marketplace that allows users to offer, sell and buy goods or items (the “Site”). The sale occurs between the buyer and the seller. You are contracting directly with the seller when you agree to buy goods or with the buyer when you agree to sell goods. Xandebay (and its agents) is not a party to the sale or transaction and is not a seller. Any representations about the existence, quality, safety or legality of items advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item, is a transaction between the seller and the buyer, for which Xandebay is expressly not legally, financially responsible, or otherwise responsible for in any form or matter.
3. These are the specific Rules you agree to follow
By using or accessing our Services you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations, whether known or unknown at the time you initially accessed our Service, and we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services provided you:
a. Do not use our Services to Break the Law. You agree to not sell or show images of anything that is prohibited or illegal.
b. Do not use our Services to Show or Sell Obscene Materials. You agree to not sell or show anything that is considered obscene, which is defined as:
- Material that the average person, applying contemporary adult community standards, finds that, taken as a whole, appeals to prurient interest (for example, you may not depict actual sexual acts, normal or perverted, actual or simulated, sexual intercourse, masturbation, excretory function, lewd exhibitions of the genitals, sado-masochistic sexual abuse, sexual abuse of any type or graphic bestiality);
- Or depict or describe sexual content in a patently offensive way; and Lacks serious literary, artistic, political, or scientific value.
c. Do not use our Services unless you are able to form legally binding Contracts. For example, if you are under 18 years old, or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions then do not use our Services;
d. Pay your Bills. You agree to pay for all items purchased by you, all fees due to Xandebay and for any applicable taxes for purchases and sales you make through our Services;
e. Deliver on your promises. You agree to deliver items sold by you, on time and as you represented the items;
f. Do not go around us to make direct sales. You agree to not circumvent Xandebay by directly contacting your buyers for the purpose of selling them goods;
g. Protect us from your transactions. You agree that if you have any issues with sellers or buyers, or third-party vendors, for example if you buy or sell goods that are illegal, defective or misrepresented, you will deal directly with the seller or buyer or third-party to resolve these issues and further you agree to defend, indemnify us and hold us harmless against being sued for any of these issues at your expense. We may direct the nature of the defense;
h. Do not hurt other Users. You agree you will not infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services, or post content that does not belong to you, or manipulate the price of any item, or interfere with any other User's listings;
i. Do not Harm our Systems. You agree to not interfere with our Services, for example by using a harmful computer code.
j. Do not take our Services. You agree not to reverse engineer or crawl, scrape, or spider any page to obtain our source code.
l. Share your Ideas. Let us know how we can improve the User experience. You grant us a non-exclusive, worldwide, royalty-free, irrevocable perpetual license to use your ideas without paying you for these ideas.
4. We have the right to stop you from using our Services
If we believe you are abusing Xandebay and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your use of and access to our Services. For example, we can delete your account, delay or remove hosted content, remove, demote listings, take technical and/or legal steps to prevent you from using our Services. You will not have the right to continue to use our Services if your access is limited and you may lose access to any content that was on the Site. You may lose the information you posted on the Site. You will still have to pay any outstanding bills.
If you are a seller and you offer or reference your contact information or ask a buyer for their contact information, you may be liable to pay a final value fee applicable to that item, even if the item does not sell. We may also recover expenses for policy monitoring and enforcement.
We reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at any time, at our sole discretion.
5. We will report you if you do not pay your bills
The fees we charge for using our Services Fees and Payment Policy are posted on this site. We may change our seller fees from time to time by posting the changes on the Xandebay site 14 days in advance. You are responsible for regularly reviewing the Fees and Payment Policy and complying with any changes.
Xandebay or the collection agencies we retain, may report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. By using our Services, you agree we can release this information without recourse by you against us. If you wish to dispute the information a collection agency reported to a credit bureau regarding your Xandebay account, you must contact the collection agency directly.
6. We will fully cooperate in Investigations and may share your information with law enforcement agencies
If you post any items or content that might be illegal, or if you or the items you post are the subject of a criminal investigation or inquiry, Xandebay will cooperate fully with any law enforcement agency and cooperate fully with any criminal, government or police investigation, including sharing any information gathered by Xandebay. By using our Services, you grant us the absolute right to share any information about you or your business we have gathered through your use of the Site to cooperate with any investigation. You agree that you will not hold us liable for any actions we take to cooperate with an investigation.
7. Your Listings
If you list a good or an item for sale on our Services (“listing” or “listings” or “content”), you agree:
- You are Responsible for your Listings. You assume full responsibility for the item offered and the accuracy and content of the listing. You agree that Xandebay is not responsible for examining or warranting the listings or content provided by you through our Services, and that you will not attempt to hold us or our data providers liable for any issues with the listing. You represent that you have all the necessary rights to sell each good and further represent that you are not infringing or violating any third party rights by listing the goods.
- You contract with Buyers. You agree that you are entering a legally binding contract with the buyer when you agree to sell them an item. You agree that your listings contain goods that are not illegal, defective or misrepresented. You agree that Xandebay is not a party to those agreements; they are solely between you and the buyer.
- You are Responsible for the content of your listing. You agree not to post any obscene, threatening, defamatory, illegal, abusive content or otherwise offensive material or goods.
- You are responsible for your setting your shipping, cancellation, return and exchange policies. As a seller you are responsible for setting clear and understandable shipping, cancellation, return and exchange policies. Each seller is responsible for informing prospective and actual buyers know about its shipping, cancellation, return and exchange policies. Each seller is further responsible for honoring their store policies with each buyer on a timely basis and in good faith.
- You will Protect us. You agree to defend and indemnify us and further agree that you cannot seek to hold us liable for any issues relating to your contract or relationship with the buyer or any issue relating to the goods or their delivery.
- Credit Processing. Each seller will be subject to credit holds until shipment is verified, at the sole discretion of Xandebay.
8. Your Purchases
When you buy an item on our Services (“Your Purchases”), you agree that:
- You are Responsible for your Purchases. You agree that you are responsible for reading and understanding the full listing before committing to buy (or bid on) an item.
- You contract with sellers. You agree that you are entering into a legally binding contract with the seller to purchase an item when you commit to buy an item, your offer for an item is accepted, or if you have the winning bid (or your bid is otherwise accepted). You agree that we do not transfer legal ownership of items from the seller to you. You agree that Xandebay is not a party to those agreements; they are solely between you and the buyer.
- We are not warranting the content. You agree that Xandebay is not responsible for examining or warranting the listings or content provided by you through our Services, and that you will not attempt to hold us or our representatives, employees, or agents liable for any issues with the Content.
- You are responsible for understanding shipping, cancellation, return and exchange policies. If you need to cancel, return or exchange an item, the seller you purchased your order from is the best person to help you. Each seller on Xandebay manages their own orders, and makes decisions about shipping, cancellations, refunds, and returns. Policies vary from shop to shop. Each buyer is responsible for reviewing and understanding each seller’s policies regarding refunds, exchanges and returns, before you purchase anything. Each buyer is responsible for honoring these policies.
- You will Protect Us. You agree to defend and indemnify us and that you cannot seek to hold us liable for any issues relating to your contract or relationship with the seller or any issue including any issue relating to the goods or their delivery.
By posting content through our Services, you grant us a license to use your content. More specifically, when you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Xandebay, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of our Services.
You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement and our other policies. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. Xandebay takes no responsibility and assumes no liability for any content provided by you or any third party. If we are sued you agree to defend and indemnify us at your sole expene. We may direct the defense.
The name "Xandebay" and other Xandebay marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Xandebay in the U.S. and other countries. They may not be used without the express written prior permission of Xandebay.
We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. Our liability for responding to these notices is limited to the greatest extent legally possible by applicable law.
10. Authorization to Record Calls and to Analyze Message Content
a. We may record calls. Xandebay may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Xandebay or its agents for quality control and training purposes, or for our own protection.
b. We may analyze messages. Xandebay's automated systems scan and analyze the contents of every message sent through its messages platform, including messages between users, to detect and prevent fraudulent activity or violations of Xandebay's User Agreement, including the incorporated terms, notices, rules, and policies. This scanning and analysis may occur and may result in your message being delayed or withheld. Xandebay may store message contents, including to conduct this scanning and analysis.
11. Shipping, Returns and Cancellations
a. Buyers and Sellers are agreeing to adhere to the shipping and returns policy as outlined on the respective Seller Store and recognize that Xandebay does not have a shipping and return policy.
b. You are required to abide by the policies which are detailed in the Seller manual. It is your responsibility to review the manual regularly and to remain updated on and abide by our Policies. You will have 14 days after any policy has been updated to comply with the policy changes.
c. When an item is returned, to refund the buyer, you (as seller) authorize Xandebay to request that PayPal remove the refund amount (in same or other currency) from your PayPal account, place the amount on your invoice, and/or charge your payment method on file. The cost of return shipping for an item that is not as described is the seller's responsibility.
d. A transaction is cancelled, and to refund the buyer, you (as seller) authorize Xandebay to request that PayPal remove the refund amount (in same or other currency) from your PayPal account.
12. Disclaimer of Warranties; Limitation of Liability
WE ARE DEDICATED TO MAKING OUR SERVICES WORK WELL FOR YOU. SOMETIMES THINGS WILL NOT WORK AS WELL AS WE WOULD ALL LIKE. YOU UNDERSTAND THAT OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). THEREFORE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
WE DO NOT GUARANTEE THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIABILITY LIMITS. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER XANDEBAY, NOR SHOPIFY, NOR OUR RESPECTIVE EMPLOYEES, AGENTS OR DIRECTORS SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. IF WE ARE FOUND TO BE LIABLE, IN NO EVENT SHALL XANDEBAY’S AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED ($100) US DOLLARS (USD) OR THE AMOUNT YOU PAID XANDEBAY IN THE PAST TWELVE MONTHS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
If you have a dispute with one or more Users or a third party, please try to solve your problems directly and amicably. If you are unable to resolve your dispute(s), you release Xandebay from any claims, demands, and damages arising out of the disputes that arise with other Users or third parties.
In legal terms, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
If we are sued because of something you did, you agree to protect us by defending, indemnifying and holding us (including any of our employees, affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any legal claim or demand, including protecting us from reasonable legal fees, by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party.
We reserve the right to handle the legal defense as we deem appropriate, in our sole discretion.
15. Legal Disputes and Agreement to Arbitrate
If you are having a problem with Xandebay, please contact us so we can do our best to resolve your issue. If we can’t resolve your issue, you agree to submit the matter to binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association and to conduct this hearing at their headquarters in New York, NY. Your case can only be heard on an individual basis. You understand that by agreeing to the Terms, you and Xandebay are each waiving the right to trial by jury or to participate in a class action lawsuit.
These AAA Rules are incorporated and are a part of these Terms and User Agreement. You can find these rules at: https://www.adr.org/sites/default/files/document_repository/Consumer_Arbitration_Rules_Web.pdf
IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO XANDEBAY INC., ATTN: LITIGATION DEPARTMENT, RE: OPT-OUT NOTICE 8 Wright St. Suite 107 Westport, CT 06880.
16. Judicial Forum for Legal Disputes
If the AAA Arbitration Rules are found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate, or for any other reason, then since we are a Delaware corporation, all matters brought against Xandebay LLC, pursuant to, in aid of or outside of the Agreement to Arbitrate will be resolved exclusively by a state or federal court located in Delaware. You and Xandebay agree to submit to the personal jurisdiction of the courts located within Dover, Delaware for the purpose of litigating all such claims, disputes, or matters.
17. General Legal Terms
The User Agreement and all terms and polices posted through our Services set forth the entire understanding and agreement between you and Xandebay and supersede all prior understandings and agreements of the parties.
If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.
We may amend this User Agreement at any time by posting the amended terms by on this site. They will be effective as of the date they are posted. You are responsible for checking the site for any updated terms. We will post a change, if we make one, by indicating the effective date on the Terms.
If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
The following Sections survive any termination of this User Agreement: Fees, Content, Additional Terms, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.
Last Updated on July 29, 2021