Last updated 17th April 2024

 

Please carefully read the following Terms of Use (these “Terms of Use”), which constitute the terms and conditions governing your access to our website at Xsellerate.com.au (the “Website”), including all pages of the Website and all data and other information provided on the Website.  

 

Your agreement to these Terms of Use

 

These Terms of Use constitute a legally binding agreement made between you (“you”) and Xsellerate Pty Ltd (ABN 82 665 853 878), doing business as ‘Xsellerate’ (“Xsellerate”, “we”, “us”, or “our”). You agree that you have read, understood, and agreed to be bound by these Terms of Use.   

These Terms of Use take effect as between you and us with effect from the first time you access the Website.

If you do not agree with these Terms of Use, then you are expressly prohibited from using the Website.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date above, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Website on and after the date such revised Terms of Use are posted.

 

Website use rights

Subject to these Terms of Use, Xsellerate hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to remotely access and use the Website for your internal business purposes.  

Without limiting any other provision of these Terms of Use, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Website, including without limitation for breach of any representation, warranty, or covenant contained in these Terms of Use or of any applicable law or regulation. We reserve the right, but not the obligation, to take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use.

 

Intellectual property rights

 

(a) Except as expressly set forth herein, Xsellerate alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Website and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you relating to the Website are hereby assigned to Xsellerate.

 

(b) Xsellerate will obtain and process content and/or data provided by you (“User Data”) only to provide services to you. You represent and warrant that you have and retain all right, title and interest (including, whether by licence or sole ownership of) all User Data you provide and the intellectual property rights with respect to that User Data. If Xsellerate receives any notice or claim that any User Data, or activities hereunder with respect to any User Data, may infringe or violate rights of a third party (a “Claim”), Xsellerate may (but is not required to) suspend activity hereunder with respect to that User Data and you indemnify Xsellerate from all liability, damages, settlements, reasonable attorney fees and other costs and expenses to the extent caused by any such Claim, as incurred.

 

Restrictions on use

 

You agree not to:

1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Website;

2. modify, translate, adapt, reproduce or create derivative works of the Website;

3. use the Website for any purpose other than your own internal business uses;

4. incorporate any part of the Website into a product or service that is provided to a third party; 

5. in any way that infringe upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity; 

6. attack the Website via a denial-of-service attack or a distributed denial-of-service attack  or upload or transmit (or attempt to upload or to transmit) any viruses, Trojan horses or, except as may be the result of standard search engine or Internet browser usage, launch, develop, or distribute any automated system that accesses the Website; or

7. use the Website other than in accordance with these Terms of Use and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, intellectual property, consumer and child protection, obscenity or defamation);

 

Third-Party Content 

 

The Website may contain links to content originating from third parties ("Third-Party Content"). We are not responsible for any Third-Party Content, including the content, accuracy or reliability of Third-Party Content. 

​

Privacy Policy

We care about data privacy and security. Please review our Privacy Policy. By using the Website, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use.  

 

Modifications / Interruptions

We reserve the right to modify the Website at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on the Website.  We cannot guarantee the Website will be available at all times.  You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Website during any downtime.

​

Limitations of Liability

To the greatest extent permitted by law:

1. in no event will Xsellerate (or any of its agents, affiliates, licensors or suppliers) be liable for any indirect, punitive, incidental, special, or consequential damages, or the cost of procurement of substitute goods, services or technology, arising out of or in any way connected with the provision of, use of or delay or inability to use the Website or anything provided in connection with these Terms of Use or otherwise arising from these Terms of Use, including without limitation, loss of revenue or anticipated profits or lost business or lost sales, whether based in contract, tort (including negligence), strict liability, or otherwise, even if Xsellerate has been advised of the possibility of damages;

2. we disclaim all warranties, express or implied, in connection with the Website and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the Website’s content or the content of any websites linked to or from the Website;

3. we shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control; and

4. the total liability of either party arising out of or in connection with these Terms of Use shall not exceed $100. This limitation of liability shall apply whether the claim is based on breach of contract, tort (including negligence), under any warranty, under any indemnity, under statute, in equity or otherwise.

 

Indemnification

 

You indemnify Xsellerate against any liability, loss or damage arising from, and any costs and expenses (including reasonable legal expenses) incurred to the extent caused by:

1. any unlawful or tortious act or omission of by you in relation to these Terms of Use;

2. any act or omission of you that is contrary or inconsistent with your acknowledgements and responsibilities described in these Terms of Use; or

3. any breach of these Terms of Use by you,

 

except to the extent that such claim, action, demand or proceeding was caused by any act or omission of Xsellerate or a breach of these Terms of Use by Xsellerate.

 

Miscellaneous

 

1. These Terms of Use constitute the entire agreement and understanding between you and us in relation to the matters to which they relate. 

2. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. 

3. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Website. 

4. These Terms of Use are governed by and construed in accordance with the laws of Victoria, Australia.

 

Contact details

In order to resolve a complaint or to receive further information, please contact us at contact@xsellerate.com.au