Terms

These Terms of Use apply to your use of www.xd-designusa.com, www.xd-design.ca (the “XDDesign Sites”) and to sales transactions made through the XDDesign Sites. It also applies to your access of text, images, graphics, software, source code, applications, specifications, audio files, videos, articles, trademarks, logos and other information or content available through the XDDesign Sites, including the “look and feel” and arrangement of such content (the “Content”). XDDesign USA Sites are owned and operated by Temisin LLC. (“XDDesign USA”). Your use of XDDesign USA Sites and the Content, and your purchase of any products offered on XDDesign USA Sites, is conditioned on your acceptance of these Terms of Use and the Privacy Policy, which is incorporated into these Terms of Use by reference. Please read these Terms of Use and XDDesign USA’s Privacy Policy carefully. BY USING XDDESIGN USA SITES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND BY OUR PRIVACY POLICY. If you do not accept these Terms of Use, you should immediately exit XDDesign USA Sites and discontinue your use of the Content. These Terms of Use and the Privacy Policy were last updated on January 5, 2018. We reserve the right to revise these terms from time to time by posting an updated version on XDDesign USA Sites, without further notice to you. THIRD PARTY SITES XDDesign USA Sites may contain links to websites and other resources operated by third parties other than XDDesign USA, including social media websites. We do not control these websites, and are not responsible for the content, products, services or information they provide. Your use of third party websites is governed by the terms and conditions and privacy policies of the third party.   RESTRICTIONS ON USE XDDesign USA Sites are not intended for minors and may only be used by individuals who are over the age of majority in their country of residence and who are not barred from using XDDesign USA Sites by any applicable laws. XDDesign USA Sites are provided solely for non-commercial purposes. You may use XDDesign USA Sites and the Content only in accordance with applicable laws and these Terms of Use. You also agree that you will not: 1) use XDDesign USA Sites in a manner that is not authorized by these Terms of Use; 2) resell products that you purchase through XDDesign USA Sites; 3) modify, transmit, display, use, reproduce, publish, license or sell any Content; 4) collect or use product descriptions or photographs found on XDDesign USA Sites; 5) gather, extract or mine for data from XDDesign USA Sites; 6) use any robot, spider, scraper or other automated means to access the Content or XDDesign USA Sites; 7) knowingly introduce potentially harmful or malicious material into XDDesign USA Sites, including viruses, Trojans or worms. 8) attempt to gain unauthorized access to any user accounts, systems, servers or databases connected to XDDesign USA Sites, or to modify or alter XDDesign USA Sites in any way; 9) use XDDesign USA Sites or take any action that imposes an unreasonably large load on XDDesign USA Sites’ infrastructure; 10) mislead or deceive others as to your identity, such as disguising the origin of any Content or information transmitted to or through XDDesign USA Sites; and 11) use any XDDesign USA trademarks, logos or other proprietary information, including meta-tags, keywords or other hidden text without our express consent. We retain the right to suspend or terminate your access to XDDesign USA Sites for any reason, at our sole discretion. SUBMISSIONS Certain areas of XDDesign USA Sites may include interactive features like customer service tools and product reviews which allow users to submit, upload, post or otherwise make available photos, images, opinions, messages, comments, reviews, feedback, suggestions or other information or content via XDDesign USA Sites or otherwise (“Submissions”). By submitting, uploading or posting a Submission, you grant XDDesign USA a perpetual, irrevocable, royalty-free, transferable right and license to use, reproduce, modify, delete, edit, adapt, publish, translate, distribute, create derivative works from and incorporate your Submission, in whole or in part, into other works throughout the world without compensation to you your Submission. Your Submission will be considered non-confidential, however, any personal information provided in connection with your Submission will continue to be protected in accordance with our Privacy Policy. By submitting a Submission on XDDesign USA Sites, you agree and warrant that:

• You are the sole author of and own all intellectual property rights in the Submission;
• You waive all moral rights, or any similar rights, that you may have in the Submission;
• All content in your Submission is accurate and not misleading or fraudulent;
• Your submission does not violate the privacy, publicity, trademark, copyrights, confidentiality or contractual rights of any person or entity;
• Your Submission complies with all applicable laws, rules, regulation and orders;
• You are at least 13 years old;
• Your submission does not violate these Terms of Use.You further agree and warrant that you will not submit any Submission that:
• You know or should know is false, inaccurate, fraudulent or misleading, including as to the source of the Submission;
• Is or may reasonably be considered to be, defamatory, libelous, hateful, racially or religiously biased or discriminatory, or threatening or harassing to any individual, partnership or corporation, including XDDesign USA;
• You were compensated or granted any consideration by a third-party to submit;
• Contains any personal information about yourself or others without the express permission from that person (or if that person is a minor, from that person’s parent or legal guardian);
• Contains obscenities, discriminatory language, criticism of fellow reviewers, or other language unsuitable for a public forum;
• Contains “spam”, links to other products or websites, or other irrelevant comments or criticisms;
• Encourages or incites conduct that would constitute a criminal offence or could give rise to civil liability;
• Contains any computer viruses, worms or other potentially damaging computer programs or files;
• Contains any copyrighted, trade-secret, patented, proprietary or trademarked materials without the express permission from the owner of such rights;The prohibitions above are examples and are not complete or exclusive. The provision of this list does not require XDDesign USA to monitor or police Submissions or remove any Submissions or other information from XDDesign USA Sites. However, XDDesign USA reserves the right to reject, remove, delete, edit or modify any Submissions at any time, for any reason.

You acknowledge and agree that you are solely responsible for your Submissions. XDDesign USA takes no responsibility and assumes no liability for Submissions or any loss or damage related to Submissions, including any mistakes, omissions, falsehoods, obscenity, defamation, or profanity that you encounter in Submissions. Submissions do not reflect XDDesign USA’s views. COPYRIGHT XDDesign USA Sites, including all Content and the arrangement, selection and look and feel of XDDesign USA Sites, are the sole property of XDDesign USA and/or our licensors and are protected by copyright laws. We do not grant you any privileges or rights in the Content, and you agree not to copy, reproduce, republish, reverse engineer, display, encode, transmit or distribute any part of XDDesign USA Sites or the Content, including product images and descriptions, without our express consent. If you submit any feedback or ideas about our products and services to us, you hereby assign and agree to assign to XDDesign USA all right, title and interest in and to such feedback or the embodiment of such feedback in products or services. If you believe that your work is the subject of copyright infringement and appears on XDDesign USA Sites or our social media channels, please provide the following information required by the Digital Millennium Copyright Act to XDDesign USA Supply Legal Department at legal@XDDesign USA.com: 1) Signature of the person whose rights have allegedly been infringed, or an authorized representative of that person. 2) Identification of the copyrighted work alleged to have been infringed. 3) Identification of the material that is allegedly infringing your rights. 4) Your contact information, including your name, address and email address. 5) A statement that you have a good faith belief that use of the material in the manner complained of infringes your rights. 6) A statement that the information you provided is accurate and that you are the owner of an exclusive right that has been infringed or are authorized to act on behalf of the owner. TRADEMARKS All trademarks, trade names, logos and trade dress, whether registered or unregistered (collectively the “Marks”) that appear on XDDesign USA Sites or in the Content belong to XDDesign USA or the Marks’ respective owners. You may not use or reproduce the Marks or any confusingly similar marks without our written consent. PERSONAL INFORMATION Our Privacy Policy governs our collection and use of personal information that you provide or we collect through XDDesign USA Sites. By using XDDesign USA Sites or the Content, you agree to the collection, storage, use and disclosure of your personal information in accordance with the Privacy Policy. YOUR ACCOUNT If you make an account on XDDesign USA Sites, you are solely responsible for maintaining the security and confidentiality of your account, including your password and keeping the information listed in your account, including your email address, current. You are responsible for all activities and purchases connected to your account. By creating an account or submitting an order, you agree to receive electronic communications related to your orders at the email address provided, and agree that any electronic communication satisfies any legal requirement that a communication be in writing. If required to do so by law or if we determine it is necessary to protect our rights or the rights of third parties, we may access, retain or disclose your account information in accordance with these Terms of Use and our Privacy Policy. You agree to immediately notify us of any breach of security on XDDesign USA Sites, including unauthorized use of your password, account or financial information. We reserve the right to disable your account at any time, for any reason. TERMS OF SALE By placing an order on XDDesign USA Sites, you offer to purchase the products listed in your order. You may check and correct any input errors in your order up until the point at which you submit your order to us on the checkout page. By submitting your order, you agree to pay for the Products you have ordered. Online payment transactions are also subject to validation checks by your card issuer to verify your identity and ensure the security of the transaction. We do not control these checks and are not responsible if your card issuer declines to authorize payment for your order. Order Confirmation Once you have placed your order, we will send you an order confirmation to the email address you provide, confirming that your order has been received. All orders are subject to our acceptance. We retain the right to reject all orders at our sole discretion, including if: (a) products become unavailable, or (b) an order appears abnormal or suspicious. If your order is rejected, we will provide you with written notice and a refund or credit. We will communicate our acceptance of your order by notifying you that your order has been dispatched (the “Order Confirmation”) at the email address you provide. Once your order is accepted, we are obligated to supply you with the products which appear in the Order Confirmation. Product Availability and Price We cannot guarantee the availability of products listed on XDDesign USA Sites and we reserve the right to discontinue, replace, restock, add or change any product at any time. The product you receive may vary slightly from the photographs on XDDesign USA Sites for technical reasons, including your screen’s display capabilities, or due to minor modifications to the products. You will not be entitled to a return based solely upon immaterial variations from the photographs on XDDesign USA Sites. The price charged for a product is the price quoted on XDDesign USA Sites when you place your order. We may change prices at any time without notice to you, and you will not be entitled to a partial or complete refund by virtue of any change in price that occurs after you have placed your order. Sales tax will be added to your order where required by law. Shipping charges may also apply in certain circumstances, such as if you are shipping outside of The United States and the contiguous US States or if you request express shipping. You will have an opportunity to review these charges before placing your order. Your bank or credit card company may also charge you additional fees. If you ship a product internationally, your order may be opened and inspected by customs authorities and may be subject to import duties and taxes when your delivery reaches its final destination. By placing your order, you accept and agree to pay all taxes, transaction fees and shipping charges associated with your order. Delivery Your order will be delivered to the shipping address indicated in your Order Confirmation. We will make reasonable efforts to fulfill your order by the estimated delivery date stated in your Order Confirmation, or if no date is stated, within 14 days after the date of the Order Confirmation (except in the case of pre-orders). Delivery within these timeframes is not guaranteed, and we are not responsible for any delays caused by any circumstances outside our reasonable control, including weather, strikes, acts or war or terror, errors or omissions by third parties, errors or omissions by you, or the decreased availability of transportation services. If you would like to cancel an order, return a product, or initiate a warranty claim, you will be subject to our return policy, warranty policy and applicable laws. More information about our return policy, warranty policy and shipping practices can be found on our Customer Service page on XDDesign USA Sites. These policies and practices are expressly incorporated into these Terms of Use by reference. Nothing in these Terms of Use affects your legal rights under applicable consumer protection laws. DISCLAIMERS We make no warranties or representations, express or implied, as to the security, accuracy or completeness of XDDesign USA Sites or the Content, and expressly disclaim all warranties as to merchantability, durability, or fitness for purpose to the extent permitted by law. XDDesign USA Sites and the Content may contain typographical errors or inaccuracies and may not be current or complete at any given time, including as to the price and availability of products. We reserve the right to correct or clarify any errors, inaccuracies or omissions at any time, without prior notice. In no event will XDDesign USA or our parent, affiliates, subsidiaries, officers, directors, employees, agents, suppliers, licensors or third party partners be liable for any indirect, special, punitive, incidental, exemplary, consequential or economic damages (including lost profits, loss of income and loss of business opportunity), or loss of data, loss of goodwill or loss of reputation arising out of or related to your use of XDDesign USA Sites or the Content. Our liability to you arising from your purchase of products shall not exceed the purchase price of the relevant product and is limited to losses that were reasonably foreseeable. By accessing XDDesign USA Sites, you understand that you may be waiving rights with respect to claims that are presently unknown, and you acknowledge and agree to waive the same to the extent permitted by law. If your jurisdiction does not permit limitations on implied warranties, or the exclusion or limitation of certain damages, then some of the limitations and disclaimers above may not apply to you. The applicable laws in your jurisdiction may give you other rights that are not specifically set out in these Terms of Service. You agree to defend, indemnify and hold harmless XDDesign USA, our affiliates and their respective directors, officers, employees and agents against any losses, liabilities, claims, expenses (including attorney fees) arising out of or related to: (a) your account; (b) your use of XDDesign USA Sites or the Content; (c) your breach of any third-party rights, including any intellectual property, publicity, confidentiality, or privacy rights; (d) your violation of any laws, rules or regulations,;(e) any misrepresentation made by you on XDDesign USA Sites; (f) your breach or alleged breach of these Terms of Use; (g) your Submissions. MISCELLANEOUS Enforceability If any provision of these Terms of Use, our Privacy Policy or any other policy posted on XDDesign USA Sites is held to be invalid, illegal or unenforceable in any jurisdiction, that provision will continue to be effective in other jurisdictions, and the remainder of the provisions will continue to be valid and effective. Language All communications between you and XDDesign USA shall be in English. Any translations of XDDesign USA Sites or these Terms of Use are provided for convenience only. If there is a discrepancy between the English version of the Site and a translation of the Site into another language, the English version shall govern. Compliance with Law Nothing contained in these Terms of Use or our Privacy Policy limits our right to comply with legal process or law enforcement requests relating to your use of XDDesign USA Sites. Dispute Resolution All disputes arising from or connected to XDDesign USA Sites, Content or related matters shall be governed by the laws of Nevada and the applicable federal laws of The United States, without regard to conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods, and shall be subject to the exclusive jurisdiction of the courts of Nevada. If a dispute arising between you and XDDesign USA related to or arising from your use of XDDesign USA Sites or the Content, you must first make a good faith attempt to resolve the dispute with us by sending the details of your dispute, including relevant documents and your contact information, to legal@XD-DesignUSA.com. If you are unable to resolve the dispute within 30 days, you may commence a claim in the courts of Nevada. Entire Agreement These Terms of Use and our Privacy Policy constitute the entire agreement between you and XDDesign USA with respect to XDDesign USA Sites and the Content, and they supersede all prior or contemporaneous communications and proposals — whether electronic, oral or written — between you and XDDesign USA with respect to XDDesign USA Sites and the Content.