Terms and conditions

Welcome to the Xpann’s Terms of Use Agreement (the "Agreement"). This Agreement describes the terms and conditions applicable to your use of the Xpann web site and services available under the domain https://www.xpann.com (the "Site"). By using the Xpann Site, an Agreement is entered into between you as the user of the Site (the "User") and Xpann.

By accessing and using this service, you accept and agree to be bound by the terms and provision of this Agreement. In addition, when using these particular services, you shall be subject to any posted guidelines or rules applicable to such services. Any participation in this service will constitute acceptance of this Agreement. If you do not agree to abide by the above, please do not use this service.

  1. Application and Acceptance of Terms and Conditions.
    1. For purposes of this Agreement, a "User" is any person who accesses the Site for whatever purpose or reason, regardless of whether such User has registered with Xpann as a registered user or the User is a paying customer for a specific service provided by Xpann or the User is unconnected to Xpann and ‘browsing’ the Xpann site . A User includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.
    2. Xpann may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Posting by Xpann of the amended and restated Agreement and your continued use of the Site shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified, except in writing by an authorised officer of Xpann.
    3. By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User, and you shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Site and any further upgrade, modification, addition or change to this Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site.
  2. Paid for Services
    1. Paid for Services are considered any paid for Services provided for by Xpann for the User that include but are not limited to:
      1. Paid for Seller accounts
      2. Paid for Buyers accounts
    2. Access to the Site and a select few features are provided to all Users free of charge. Xpann reserves the right, without any prior notice, to restrict access to certain and/or all areas or features of the Site.
    3. Xpann reserves the right to deny the Paid for Services to any User for whatever reason in order to protect Xpann's interests.
  3. General User
    1. Each User agrees that they shall not copy or reproduce or download any information, directories, files, databases, images, listings or other materials available on or through the Site (the "Xpann Content") for the purpose of reselling or redistributing the Xpann Content, mass mailing using email, wireless text message, physical mail or otherwise, operating a business that competes with Xpann, or otherwise commercially exploiting the Xpann Content.
    2. Downloading in hole or in part of the Xpann Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory whether through manual or automatic means, without written permission from Xpann is prohibited. Additionally, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
    3. A large portion of the Xpann Content displayed on the Xpann Site is provided or posted by third parties ("Third Party Content"). Any Third Party Content is the sole responsibility of the party who provided the content. Xpann is not responsible for the accuracy or propriety or lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with said User's reliance of such Third Party Content.
    4. Xpann is not responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.
    5. Xpann allows Users access to content, products or services offered by third parties through hyperlinks to said third party's web sites. You are highly cautioned to read all third party sites' terms and conditions and privacy policies before using such sites. By using the Xpann website, the User acknowledges and agrees that Xpann has no control over said third party's web sites, does not monitor such sites, and Xpann shall not be responsible or liable to anyone for said web site, or any content or products or services or other material made available on third party web sites.
    6. Xpann reserves any and all right to limit, deny or create different access to the Site and its features with respect to different Users.
    7. Xpann reserves the right to change any of the features or introduce new features without prior notice.
    8. Each User acknowledges that inability to use the Site wholly or partially for whatever reason may result in adverse effects on its business.
    9. Each User hereby agrees that in no event shall Xpann be liable to the User or any third parties for any inability to use the Site whether through disruption, limited access, changes to or termination of any features on the Site, any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Site or any of its features.
    10. Messages or information sent by a User through communication systems provided by the Site, or through emails, fax, phone, video calls or letters to addressees obtained from the Site, shall not contain any of the following materials: junk mail, chain letters or spamming or the transmission of any unlawful, libelous, abusive, harassing, threatening, harmful, obscene, vulgar or otherwise objectionable material or any kind or nature.
    11. Further, a Registered User shall not publish, transmit, distribute or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence. Any and each incident breaching this term will result in the immediate termination of the Registered User's account.
    12. No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by Xpann and/or any other User and no User shall attempt to gain unauthorised access to such computer systems or networks.
    13. We urge that you read the Xpann Privacy Policy which states the protection and use of each User's information in Xpann's possession. By using the Xpann website the User hereby accepts and agrees to the Privacy Policy and any updates and amendments thereto.
  4. User Comments and/or Reviews
    1. Certain Sections of the Xpann Site offer the opportunity for users to post and exchange opinions, information, material and data (‘Comments’/‘Reviews’) in areas of the website.
    2. Xpann does not screen, edit, publish or review Comments or Reviews prior to their appearance on the website and Comments/Reviews do not reflect the views and/or opinions of Xpann, its agents or affiliates. Comments/Reviews reflect the view and opinion of the person who posts said view or opinion. To the extent permitted by applicable laws Xpann shall not be responsible or liable for the Comments/Reviews or for any loss cost, liability, damages or expenses caused and or suffered as a result of any use of and/or posting of and/or appearance of the Comments/Reviews on this website.
    3. Xpann reserves the right to monitor all Comments/reviews and to remove any Comments/Reviews which it considers in its absolute discretion to be inappropriate, offensive or otherwise in breach of these Terms and Conditions.
    4. You warrant and represent that:
      1. You are entitled to post the Comments/reviews on our website and have all necessary licenses and consents to do so;
      2. The Comments/Reviews do not infringe any intellectual property right, including without limitation copyright, patent or trademark, or other proprietary right of any third party;
      3. The Comments/Reviews do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy
      4. The Comments/Reviews will not be used to entice or promote business or present commercial activities or custom or unlawful activity.
    5. You hereby grant to Xpann a non-exclusive royalty-free license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments/Reviews in any and all forms, formats or media.
  5. Registered Users
    1. Each User who has filled out an on-line registration form on the Site by giving its personal and/or business information is a registered user of Xpann (a ‘Registered User’). Xpann will establish an account (‘Account’) for each Registered User and each user will be provided a user name (alias) and a password.
    2. If the Registered User is a business entity, you represent that:
      1. You have the authority to bind the entity to this Agreement;
      2. The address you use when registering is the principal place of business of such business entity and is not a PO Box address.
      3. All other information submitted to Xpann during the registration process is true, accurate, current and complete.
    3. Xpann may suspend or terminate a Registered User's Account at any time by giving no less than 24-hour notice to the Registered User.
    4. However, that notice is not required for such termination if:
      1. In Xpann's determination, there is a breach of the provisions of this Agreement by the Registered User.
      2. Xpann has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete or is falsified.
      3. Xpann believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, Xpann's other Users, or Xpann.
    5. A Registered User may not use our services for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or any kind or nature. Further, a Registered User shall not publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence. Each incident breaching this term will result in the immediate suspension of the Registered User's account.
    6. A Registered User may not sell, offer to sell, attempt to sell, give, assign or otherwise transfer an Account in any and all forms to a third party. Xpann may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.
    7. Xpann may refuse registration and deny issuance of an Account to any User for whatever reason.
    8. All Registered Users agree to receive occasional service update emails. These emails are sent to inform registered users of the latest updates to our service. A Registered User agrees to receive these emails as part of the service.
    9. Paid for Buyer/Seller licenses are issued to physical persons, and grant the right to the person nominated in the account to utilise the license in accordance with these terms. Paid for Buyer/Seller Users incur a charge as specified in the respective registration and upgrade pages. All prices are in USD US Dollars $. On payment and access of your premium buyer account any funds paid will be non-refundable Any subscription payments processed prior to cancellation are non-refundable. All Paid for Buyer/Seller packages work on a subscription basis. As a subscriber, each licensee pays for access to digital information by payment of a periodic fee, therefore on a recurrent basis.
    10. A Registered User subscribed to the Paid for Buyer/Seller Membership agrees to be responsible for cancelling his/her active subscriptions. By subscribing to Paid for Buyer/Seller Membership a Registered User authorises PayPal or credit/debit card or other valid payment method to setup the subscription (for PayPal payments) and Xpann to store the Registered User's card details (for payments processed through the Xpann payment gateway). The Registered User subscribed to Paid for Buyer/Seller Membership agrees to be charged the chosen subscription fee on a recurrent basis, to his/her chosen payment method (credit/debit card or PayPal or other valid payment method), and on the date of renewal for as long as the subscription is active, unless cancelled prior to the date of renewal. A Registered User subscribed to Paid for Buyer/Seller Membership agrees to keep his/her credit/debit card / PayPal account / other payment account in good standing with the proper funds to pay for the subscription while active.
    11. Each Paid for buyer/Seller license is valid for one user, and is non-transferable.
    12. Paid for Seller services incur a charge as specified in the respective registration and upgrade pages. All prices are in USD US Dollars $.
    13. On payment and access of your Paid for supplier account, any funds paid will be non-refundable and no guarantee of acceptance is implied by payment or otherwise.
    14. A Paid for buyer/seller agrees to provide, in a timely manner, any information requested by Xpann as may be required, from time to time, to maintain a safe trading environment. Opting for payments in installments implies the fulfillment of the full contract period.
  6. Hyperlinking
    1. The following organizations may link to the Xpann Web site without written prior approval:
      1. Government agencies.
      2. News organizations.
      3. Search engines.
      4. Systemwide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to the Xpann web site.
      5. Online directory distributors when they list us in the directory may link to our Web site in the same manner as they hyperlink to the Web sites of other listed businesses.
    2. These organizations may link to our home page, to publications or to other Web site information so long as the link:
      1. Is not in any way misleading.
      2. Does not falsely imply sponsorship, endorsement or approval of the linking party.
      3. Its products or services fits within the context of the linking party's site.
    3. We may consider and approve at our sole discretion other link requests from the following types of organizations:
      1. Commonly-known consumer and/or business information sources such as Chambers of Commerce, Consumers Unions.
      2. Education institutions.
      3. Trade associations.
      4. Associations or other groups representing charities, including charity giving sites.
      5. Internet portals.
      6. Dot.com community sites.
      7. Accounting, law and consulting firms whose primary clients are businesses.
      8. Online directory distributors.
      9. We will approve link requests from these organizations if we determine that:
        1. The link would not reflect unfavorably on us or our accredited businesses.
        2. The organization does not have an unsatisfactory record with us.
        3. The benefit to us from the visibility associated with the hyperlink outweighs the absence of said hyperlink.
        4. Where the link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product.
      10. These organizations may link to our home page, to publications or to other Web site information so long as the link:
        1. Is not in any way misleading;.
        2. Does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services.
        3. Fits within the context of the linking party's site.
      11. If you are among the organizations listed in section 6.1 or 6.2 and are interested in linking to our website, you must notify us by sending an e-mail to contactus@xpann.com with all relevant information.
      12. Approved organizations may hyperlink to our Web site as follows:
        1. By use of our corporate name.
        2. By use of the uniform resource locator (Web address) being linked to.
        3. By use of any other description of our Web site or material being linked to that makes sense within the context and format of content on the linking party's site.
        4. No use of Xpann’s logo or other artwork will be allowed for linking absent a trademark license agreement.
  7. Users Who Post Information on Xpann
    1. No sales agency relationship is created between any User and Xpann, our affiliates, directors, officers or employees by virtue of Xpann's display of any of the User's information on the Site.
    2. Each User hereby represents, warrants and agrees to:
      1. Provide Xpann with true, accurate, current and complete information to be displayed on the Site.
      2. Maintain and promptly amend all information to keep it true, accurate, current and complete.
      3. Each User hereby grants an irrevocable, perpetual, worldwide and royalty-free, license to Xpann to display and use all information provided by such User in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media invented or yet to be invented.
    3. Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides to Xpann or authorises Xpann to display. (Third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the Site (including but not limited to rights of personality and rights of privacy), or affecting or relating to products that are offered or displayed on the Site, are hereafter referred to as "Third Party Rights.")
    4. Each User hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on the Site or provides to Xpann or authorises Xpann to display does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such rights. Each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights.
    5. Each User hereby represents, warrants and agrees that information submitted to Xpann for display on the Site shall not:
      1. Contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities.
      2. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
      3. Be part of a scheme to defraud other Users of the Site or for any other unlawful purpose;
      4. Violate any applicable law, statute, ordinance or regulation
      5. Relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third Party Rights.
      6. Be defamatory, libellous, unlawfully threatening or unlawfully harassing.
      7. Contain any material that constitutes unauthorised advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
      8. Link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement.
      9. Solicit business from any Users in connection with a commercial activity that competes with Xpann.
      10. Be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors.
      11. Contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information.
      12. Otherwise create any liability for Xpann or its affiliates.
    6. Xpann reserves the right in its sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject Xpann to liability, violates this Agreement or is otherwise found inappropriate in Xpann's opinion.
    7. Xpann reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing.
    8. Further, Xpann may disclose the User's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of other legal action, and Xpann shall not be liable for damages or results thereof and User agrees not to bring any action or claim against Xpann for such disclosure. In connection with any of the foregoing, Xpann may suspend or terminate the Account of any User as Xpann deems appropriate in its sole discretion. User agrees that Xpann shall have no liability to User, including no liability for consequential or any other damages, in the event Xpann takes any of the actions mentioned in this Section, and that User agrees to bear the risk that Xpann may take such actions.
  8. Transactions between Buyers and Sellers
    1. Through the Site, Xpann provides an electronic web-based marketplace platform for exchanging information between buyers and sellers of products and services.
    2. Xpann does not under any circumstances represent the seller or the buyer in specific transactions and does not charge any commissions from completion of said transactions. As a result, Xpann does not control and is not liable in part or in full to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
    3. Users are hereby made aware that there may be risks of dealing with people acting under false pretences. Xpann uses several techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, Xpann cannot and does not confirm each User's purported identity. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.
    4. Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to:
      1. Misrepresentation of products and services.
      2. Fraudulent schemes.
      3. Unsatisfactory quality.
      4. Failure to meet specifications.
      5. Defective or dangerous products.
      6. Unlawful products.
      7. Delay or default in delivery or payment.
      8. Cost mis-calculations.
      9. Breach of warranty.
      10. Breach of contract.
      11. Transportation accidents.
    5. Such risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defence or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks.". Each User agrees that Xpann shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
    6. Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
    7. In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Xpann (and our agents, affiliates and directors) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
  9. Seller Product Limitations
    1. Seller agrees not to publish, offer for sale, sell or otherwise distribute any of the following items on, through or connected with your sale:
      1. Blood, bodily fluids or body parts.
      2. Burglary tools.
      3. Counterfeit items.
      4. Illegal drugs and drug paraphernalia.
      5. Fireworks, destructive devices and explosives.
      6. Identity documents, government documents, personal financial records or personal information (in any form, including mailing lists).
      7. Lottery tickets, sweepstakes entries or slot machines.
      8. Obscene material or child pornography.
      9. Offensive material or hate speech.
      10. Police badges or uniforms.
      11. Prescription drugs or devices.
      12. Chemicals.
      13. Pets.
      14. Recalled items.
      15. Prohibited services.
      16. Stocks or other securities.
      17. Stolen property.
      18. Any product or service that is illegal or marketed or sold in such a way as to create liability for Xpann.
    2. You further agree not to publish, offer for sale, sell or otherwise distribute any of the following items, except as permitted by, and in full compliance with, all applicable federal, state, local and other laws:
      1. Digital files that you do not own or have all necessary rights or license to store, display, perform, copy and distribute.
      2. Event tickets.
      3. Food items.
      4. Tobacco products.
      5. Alcoholic products.
      6. Hazardous, restricted or perishable items.
      7. Pesticides.
      8. Animals, animal products, plants and seeds.
      9. Charitable services or goods and fundraising.
      10. Artifacts.
      11. Currency and stamps.
      12. Used items, such as clothing or, bedding and cosmetics.
      13. Adult items or pornography.
      14. Content or material that is infringing or otherwise violates the law, including: music; movies; e-books; games; videos; photographs and software.
      15. Weapons and other related items, including, without limitation, firearms, firearm parts and magazines, ammunition, BB and pellet guns, tear gas, stun guns, switchblade knives and martial arts weapons.
  10. Rights You Grant Xpann
    1. By entering into this Agreement and posting material that includes but is not limited to, text, images, video, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to Xpann, the Site, Applications and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online or mobile point of presence (other than the Site or Applications) through which the Site, Applications and/or products or services available thereon are syndicated, offered, merchandised, advertised or described.
    2. This is in agreement that Xpann will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site, Applications or Services).
    3. Further, however, that nothing in this Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).
    4. You represent and warrant that you own or otherwise control all of the rights to the content you submit to Xpann, the Site, Applications and its affiliates, and that the use of such materials by Xpann, the Site, Applications and its affiliates will not infringe upon or violate the rights of any third party.
  11. Limitation of Liability
    1. The features and services on the Xpann site are provided on an "as is" and "as available" basis, and Xpann hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded.
    2. Xpann makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the site. Xpann does not represent or warranty that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the site does not violate any third party rights; and Xpann makes no representations or warranties of any kind concerning any product or service offered or displayed on the Xpann site.
    3. Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Xpann or through or from the Site shall create any warranty not expressly stated herein.
    4. Under no circumstances shall Xpann be held liable for an delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
    5. Each User hereby agrees to indemnify and save Xpann, its affiliates, directors, officers and employees harmless, from the following:
      1. Any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Site (including but not limited to the display of such User's information on the Site) or from its breach of any of the terms and conditions of this Agreement.
      2. Any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to Xpann, including but not limited to those set forth in Sections 5.3, 5.4 and 5.5 above.
      3. Any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site.
      4. Each User hereby further agrees that Xpann is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Xpann reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Xpann in asserting any available defenses.
    6. Xpann shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
      1. The use or the inability to use the Site;
      2. Any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site;
      3. Violation of Third Party Rights or claims or demands that Users' manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
      4. Unauthorised access by third parties to data or private information of any User;
      5. Statements or conduct of any User of the Site; or
      6. Any matters relating to Premium Services however arising, including negligence.
  12. Intellectual Property Rights
    1. Xpann is the sole owner or lawful licensee of all the rights to the Site and the Xpann Content. The Site and Xpann Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Xpann Content shall remain with Xpann, its affiliates or licensors of the Xpann Content, as the case may be. All rights not otherwise claimed under this Agreement or by Xpan n are hereby reserved.
  13. Notices
    1. All notices or demands to or upon Xpann shall be effective if in writing and shall be duly made when sent to Xpann in the following manner:
      1. to Xpann Address.
      2. To Xpann email: contactus@xpann.com
    2. All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Xpann, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when:
      1. Xpann is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
      2. Immediately upon Xpann's posting such notice on an area of the Site that is publicly accessible without charge.
  14. General
    1. This Agreement and the Privacy Policy constitute the entire agreement between the User and Xpann with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter herein.
    2. Xpann and the User are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
    3. If any provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
    4. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
    5. Xpann's failure to enforce any right or failure to act with respect to any breach by a User under these terms and conditions will not waive that right nor waives Xpann's right to act with respect with subsequent or similar breaches.
    6. Xpann shall have the right to assign its obligations and duties in this Agreement and in any agreement relating to Premium Services to any person or entity.
    7. This website is the property of Xpann.

Reminder

By accessing and using this service, you accept and agree to be bound by the terms and provision of this Agreement. In addition, when using these particular services, you shall be subject to any posted guidelines or rules applicable to such services. Any participation in this service will constitute acceptance of this Agreement. If you do not agree to abide by the above, please do not use this service.