XPL Terms of Service for Users

Last Updated: June 5, 2019

Welcome to XPL! Before registering, please take the time to read our Terms of Service for Sellers.

XPL.com.ph is owned and operated by XPL ("We," "Us," or "Our"). Your use of XPL.com.ph ("Website" or "Site") and the website’s content and our platform that facilitate payments and logistics services (the "Services", "Service"), You ("You", "User" or "Your") assumes that You have read, understood and accepted the Terms of Service for Users and our Privacy Policy (collectively, the "Terms"), which constitute an Agreement between You and Us.

By signing up and/or using the Services, You understand and confirm that You are bound by these Terms.

Terms and Conditions
Registration
Use of the Site
Seller Responsibilities
Order Processing, Item Pick up & Store Drop Off
Transaction Fees
Shipping and Insurance Fees
Disbursal of Transaction Proceeds
Claims
Credit Card Chargeback Handling
Disclaimers
Intellectual Property, Copyrights and Trademarks
Confidentiality
Indemnity and Limitation of Liability
Endorsement
Access Modification and Termination
Strikeout Policy
Dispute Resolution
General Terms

1. Terms and Conditions

The Terms contain the terms and conditions on which We supply content, products, or services available on the Website and software (the "System") or via other delivery methods to You (the System, software, and such content, products, and services are collectively referred to herein as the "Service" or "Services"). You agree to be bound by these Terms and all applicable laws, rules and regulations and You warrant to be fully and wholly bound by these Terms in Your own free will and deed; and that You fully understand and acknowledge the contents, meaning, implications and effects of these Terms. You warrant that You would not use or access Our Services if You had any claim or reservation against any matter in these Terms. You may also be asked to click "I accept" at the appropriate place prior to Your use of access to Services. At such time, if You do not click "I accept", You may not be able to complete such access. If You do not agree to these Terms, please refrain from using the Service.
In order to participate in certain Services, You may be required to agree to additional terms and conditions; those additional terms are hereby incorporated into these Terms. Unless otherwise explicitly provided, these Terms shall take precedence over the supplemental terms.
Changes. You undertake to periodically visit these Terms for updates. You agree to be bound by these Terms and its subsequent updates, revisions or modifications. We reserve the right to change or update these Terms, or any other of Our policies or practices, at any time, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting to the System. Your continued use of the Services constitutes Your agreement to abide by the Terms as changed. Under certain circumstances We may also elect to notify You of changes or updates to Our Terms by additional means, such as pop-up or push notifications within the Services or email.

2. Registration

By registering on the Services, You warrant that You have the capacity to enter into valid contracts under Philippine law and that You are residing and located in the Philippines.
You attest that all the information You provide when You register for and/or use the Services is accurate and truthful, including but not limited to the product information, price, bank information for disbursal, and any and all other information that XPL requires. If there are any changes to Your registration information, You are responsible for updating this information.
If Your registration information is at any time found inaccurate, Your account may be modified, suspended, or terminated and may result in Your permanent ineligibility from using the services.
We are under no obligation to monitor the accuracy of Your own site. However, You grant Us the right to access Your site through manual observation or automated "spidering" or other automated search techniques with the sole intention of confirming the accuracy of Your product information.
If You are registering as a business entity, You represent that You have the authority to bind the business entity to the agreement.
Any personal information You give to XPL is covered by our Privacy Policy.

3. Use of the Site

You shall not transfer, sell or disclose Your XPL account details such as the email address and password (the "Credentials") to another party. You shall be solely responsible for keeping Your Credentials secure.
You accept the risks associated with the use of a website and software such as but not limited to: failure of software, hacking of servers, failure or interruption of internet connection; the introduction of malicious software, failure of security of Your Credentials; failure of communication; service disruptions, and lack of telecommunications equipment or facilities and failure of information technology or telecommunications equipment or facilities. To mitigate these risks, We will exert reasonable efforts to secure the System.
Without limiting other remedies, We reserve the right to limit or modify Your access to the Services, issue a warning, temporarily suspend, indefinitely suspend or terminate Your registration and refuse to provide the Services if:
1. You have breached the agreement or the documents it incorporates by reference;
2. We are unable to verify or authenticate any information You have provided to us;
3. We have reason to believe that the Your account may have been compromised;
4. If Your conduct violates applicable law or is harmful to the interests of XPL and its affiliates.
We reserve the right to modify, terminate, or suspend access to the Services at any time without assigning any reason and without prior notice. We shall not be liable to You or to any other party for any damages, losses, costs, or expenses howsoever caused by or arising out of such termination or suspension.
You warrant that You will not use the Services in any illegal manner or for any illegal purpose, or in any other manner that could damage, disable, overburden or impair the service or tarnish, blemish or damage our name or reputation.
In the event that this provision is violated, You shall immediately pay Us in the amount of X Million Philippine Pesos (Php,000,000.00) by way of liquidated damages. Payment shall be made within five (5) calendar days after receipt of a written demand therefor made by or on behalf of us. Actual receipt by You of such written demand will be conclusively deemed properly accomplished by Us mailing the same to Your address as set forth above, or, in the alternative, sending such notice via electronic mail to You, whichever comes first.
It is hereby expressly agreed upon and understood that the payment by You of any amount as liquidated damages pursuant to this provision shall be in addition and without prejudice to any and all possible liability (for any manner of damages) it may or will incur in law and in equity. Neither shall the receipt by Us of such liquidated damages prejudice, preclude or diminish any other right, remedy, relief, amount, compensation or course of action available to Us under the law and equity.
You understand and agree that XPL has the right and authority to, at any time, offset against any payment or other remuneration due or become due to You, or anyone claiming through You, any debt or debts due or to become due from You to XPL because of the Services or through other services owned or operated by XPL (collectively, “Other XPL Services”).
We reserve the right to modify the fees, any and all applicable charges, and billing methods at any time, subject only to a 7-day prior notice. This notice may be given in the site or via other communication channels. If you disagree with any change, your sole remedy is to stop using the service. Your continuous use of the service after the applicability of any change shall indicate your agreement to such change.
You agree and acknowledge that any breach of these Terms shall also be a ground for the suspension and/or termination of your access to Other XPL Services. You further agree and acknowledge that any breach of the Terms of Other XPL Services shall be a ground for the suspension and/or termination of your access to these Services.

4. Seller Responsibilities

You warrant and undertake to provide accurate account information, and product information in Your own website and when You use the Services.
You shall:
1. Be solely responsible for all Your interactions and engagements with Your buyer (the "Buyer")
2. Not sell goods that are classified as pirated, counterfeit, prohibited or dangerous.
3. Ensure that Your listed items are accurately described (i.e. brand, condition, color, size and weight) and well stocked.
4. Ensure your products are in good condition and are in accordance with your product description before shipping.
5. Ensure that Your items are packed carefully to avoid damage during delivery.
6. Ensure that the item delivered to Your Buyer is as described in the checkout page.
7. File the refund request on behalf of Your Buyer.
8. Maintain a positive and professional relationship with Your Buyers.
9. Not harm Us, Our reputation, computer systems, programming and/or other users.
10. Not in any manner, either expressly or implicitly, misrepresent or embellish the relationship between You and XPL.
11. Not display any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity.
12. Not engage in any other activity that could subject You or XPL to criminal liability or civil penalty or judgment or any adverse action by any public authority You have engaged in fraudulent activity in connection with the site.
You are responsible for ensuring that the quality of Your items is in accordance with your product description. Furthermore, You are solely and primarily responsible for ensuring that Your items are packed carefully to avoid damage while in transit. XPL shall not be liable for any damage caused by poor product quality, poor, insufficient or improper product packaging, or seller’s negligence
You are responsible for all applicable taxes and issuing sales transaction documents such as Official Receipt or Sales Invoice.
You are responsible for resolving any disputes arising from representation or adverse claims. You agree to maintain sole responsibility over product disputes that may be raised by Your Buyers. XPL has no obligation to mediate any dispute involving Your use of the Services.
1. However, XPL reserves the right (but not the obligation) to intervene in disputes, in XPL’s sole discretion. Any participation by XPL in the dispute resolution process is not an admission that XPL is a party to the transaction. You agree and consent to the sharing of Your personal information, account information, and information involving to or related to the disputed transaction, for purposes of mediating and/or resolving any dispute raised by Your Buyers, to the following: The Buyer, government offices, instrumentalities, and agencies, and law enforcement agencies
2. iYou should be responsible for actively resolving any disputes with Your Buyers within a period of 7 days from the date the dispute arose. In case of failure to do so, You agree that XPL shall have the right to limit or modify Your access to the Services, issue a warning, temporarily suspend, indefinitely suspend or terminate Your registration and refuse to provide the Services.
You are responsible for complying with all applicable consumer laws of the Philippines in relation to Your use of the Services.
You are responsible and shall be liable for all applicable taxes that are attributed to Your use of the Services.
By agreeing to this Terms, You are permitting Us to report sales transaction information as required by a government regulation and/or overseeing government agency.
Should We suspect fraudulent activity of any kind on Your account or Your use of the Services, You undertake to investigate the matter and/or cooperate with Us, Your Buyer, the payment provider, or other third parties, until the issue has been resolved.
Upon receipt of the order from the System, You are required to either:
1. Request for pick-up within 48 hours, and make sure that the item is available for pickup the next day; OR
2. iConfirm Drop off in 48 hours and drop off Your item/s at any authorized drop-off points within 24 hours after confirmation. Partner Store Drop-Offs may charge an additional fee. This fee may change subject to the Partner Store’s own policy. You agree to be bound by any such change.

5. Order Processing, Item Pick up & Store Drop Off

You agree and understand the procedure for order processing, item pick-up, and store drop-off.
You agree and understand the procedure for delivery

6. Transaction Fees

Unless the parties agree to different terms regarding Transaction Fees, the following terms shall apply:
1. Registration and subscription to the Services is free.
2. XPL reserves the right to deduct any reversal or chargeback fees from Your XPL account, or Your accounts from Our other products
3. You may not place a surcharge on any of Your CheckMeOut payment options.

7. Shipping and Insurance Fees

Unless the parties agree to different terms regarding Shipping and Insurance Fees, the following terms shall apply:

Shipping fees are inclusive of 12% VAT.
Please see our packaging options and shipping fees as detailed in our Memorandum of Agreement.
If Your package exceeds the specifications, We will be unable to accept the package. However, if we choose to accommodate said package, You agree to pay for any and all additional charges that will be charged to You and may be deducted from any disbursal due to You or will become due to You.
All deliveries shall be subject to an insurance fee. Please refer to our latest Fees.
Shipping and Insurance fees will be shouldered by the Buyer, added on to the merchandise value that is subject for sale.
Return-To-Shipper (RTS) fees, except when waived in writing by XPL at its discretion, will be shouldered by the Seller, imposed after an undelivered package is returned to the point of origin (pickup address or store drop-off). The RTS fee is equal to the shipping fee charged for the delivery, subject to change at XPL’s discretion without further notice, and may be deducted from the next disbursal to the Seller or paid by the Seller outright upon receipt of the returned package. XPL, at its discretion, may also send invoices to the Seller to collect owed RTS fees. Please refer to our latest Fees.

8. Disbursal of Transaction Proceeds

Sales and proceeds of sales from using the Services shall be treated as a sale of the Seller.
A sale is only concluded if and when Buyers: (i) place an order that contains all pertinent and required details via the Service;(ii) their payment is received by XPL’s account; and (iii) the goods have been delivered and received by the intended recipient.
Disbursement of the proceeds of the sales of the listed products delivered to the Buyer, minus any fees, charges, and other amounts due from You (as provided in this Terms and other agreements), if applicable, shall be disbursed to You in accordance with our standard payout schedule. We reserve the right to modify the payout schedule at any time, subject only to a 14-day prior notice.
Should XPL suspect credit card fraud or fraudulent activity of any kind, We retain the right to hold the disbursal of any earnings to Your account until the issue has been resolved.

9. Claims

All requests for Claims shall be governed by the provisions stated in the Claims Policy. Please read the Claims Policy before proceeding with filing any Claim.
FAILURE TO FILE A CLAIM PURSUANT TO THE FOREGOING METHODS AND WITHIN THE STATED PERIODS SHALL FREE XPL FROM ANY LIABILITY WHATSOEVER SUCH FAILURE SHALL AMOUNT TO A WAIVER BY YOU OF ANY AND ALL CLAIM AGAINST XPL OR ANY OTHER XPL USER FOR ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF YOUR USE OF THE XPL SERVICES OR THIS TERMS SPECIFIC TO SUCH CLAIM
Once a Claim has been resolved and is determined by XPL to be meritorious, We will be requiring the following information:
1. Bank name
2. Account name
3. Account number
4. Account type (Peso Savings/Checking )
5. Other related information necessary for Us to process the Claim
If You do not fulfill an order or resolve a dispute prior to receiving Your weekly disbursal, XPL reserves the right to withhold or deny any pending Claim and/or refund (Cash) or reverse (Credit Card) payment to the Buyer.
Cancelled transactions that have been paid for via Online banking that are identified by XPL as eligible for refund will necessitate the following information from the Buyer: transaction number and bank account details where refund is to be credited. Corresponding reversal and chargeback fees shall be charged to You and may be deducted from any disbursal due to You or will become due to You. Refund requests from the Buyer should be directed to the XPL support team.

10. Credit Card Chargeback Handling

If Your Buyer requested the credit card chargeback from You, You shall file the credit card refund request from Your XPL account's credit card refund tool.
If the Buyer requested the credit card chargeback from their issuing bank, You shall be informed of the disputed transaction and You shall undertake to resolve the issue with Your Buyer immediately upon notification by XPL (the "Dispute Notification Date").
You shall furnish XPL within seven (7) calendar days from the Dispute Notification Date the copies of Your communications with the Buyer and such other pertinent documents required by the credit card company (i.e. email thread, to enable Us to properly document Your case file on the cardholder with respect to the disputed transaction.) You shall periodically provide Us with additional information about the dispute from time to time or as may be requested by Us
You agree that in case of Your failure to comply with any or all the conditions and procedures herein shall result the non-acceptance of the transaction by XPL’s credit card payment gateway and resulting to its subsequent chargeback. XPL shall issue the corresponding chargeback advice to You.
If an issuing bank has ruled and decided in favor of the Buyer or cardholder, the disputed transaction shall be automatically reversed in full to the Buyer or cardholder. XPL reserves the right to deduct the full amount plus the convenience fees, chargeback fees, and any other reasonable costs incurred by Us, if applicable, from Your undisbursed or future sales made via the Services or other services owned and operated by XPL.
In the event that Your XPL account has an insufficient balance (e.g. ongoing transactions, pending disbursals, shipping credits) at the time of a chargeback claim, You shall settle with XPL the amount due within three (3) business days from the notice regarding the same or Your account, the Services, and Other XPL Services will be suspended until such time that You make payment.

11. Disclaimers

You undertake and warrant that the goods You are selling via the Services satisfy the standard expectations of a Buyer (merchantability), do not and will not infringe any third party rights; are of an acceptable quality and consistent to Your product information.
1. In any event, You agree and understand that We shall not be a party to the transaction between You and Your Buyer. As such We shall not be liable for any damages or losses aside from actual losses sustained by You due to Our willful misconduct or gross negligence in accordance with these terms of service
Third Party Services. You may have access to services of third parties through Our Services (the "Third Party Services"). In those cases, said Third Party Services shall be subject to the terms, conditions, and limitations imposed by those third parties, which shall also be binding on You. We reserve the right to reject or refuse any Third Party Service used by You in conjunction with Our Services.
Your correspondence or business dealings with, or participation in promotions of, third parties, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between You and such third party. We shall not be responsible or liable for any loss or damage incurred as the result of any such dealings or as the result of the presence of such third party advertisers on the System.
When You acquire goods or services from, or when You sell or offer to sell goods or services to a third party through any of Our Services, You understand and agree that (i) We are not a party to the contract between You and the third party; (ii) We are under no obligation to monitor the third party service used by You; (iii) the third party will be responsible for all obligations under the contract with You, including (without limitation) warranties or representations.
We shall not be liable and/or responsible in respect of the title, quantity, quality or any other aspect related to the goods and/or services that You offer, and no warranty, or indemnity of any kind shall be given or deemed to be given by Us in respect thereof.
You shall be solely liable for the loss incurred by You due to unauthorized transactions where the loss is due to an act or omission attributable to You, such as (but not limited to), where You have failed to secure Your Credentials.
You agree and acknowledge that nothing in this Agreement limits You from entering into similar arrangements or availing of similar services with third parties. Accordingly, You agree and acknowledge that we shall not be liable for any loss incurred by you due to such similar arrangements or services.
You acknowledge and agree that We are not responsible or obligated to mediate or interfere in any of the disputes between You and Your Buyer, or between You and another user of the System.
1. However, XPL reserves the right to intervene in disputes, in XPL’s sole discretion. Any participation by XPL is not an admission that XPL is a party to the transaction. You agree and consent to the sharing of Your personal information, account information, and the information involving to or related to the disputed transaction, for purposes of mediating and/or resolving any dispute raised by a third party, to the following: the complaining third party, government offices, instrumentalities, and agencies, and law enforcement agencies.
Users of the System are ultimately responsible for the tax treatment, if any, of the Transactions and XPL gives no warranty and accepts no responsibility as to the ultimate treatment of any potential tax on the Transactions. Users shall solely be liable for any tax consequence of, or in connection with their use and access of the Services

12. Intellectual Property, Copyrights and Trademarks

You shall not register a website or company that promotes or facilitates illegal actions, including but not limited to the sale of goods or services that infringe on the intellectual property of a third party.
You shall not register a website that violates the rules outlined in our Acceptable Use Policy.
You warrant that the materials You use on the XPL website do not infringe the intellectual property rights or other proprietary rights of any third party, including, without limitation, material protected by copyright, trademark, patent, trade secret, or other intellectual property right used without proper authorization. You hereby grant XPL a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of any content you publish, upload, or otherwise make available to the Website. XPL claims no further proprietary rights to Your content.
We retain ownership and all copyrights of the source code used in all components of the XPL.com.ph site as well as ownership of all the hardware and software involved in development, maintenance and hosting of the system.
If You make reference to services or technology of XPL and intend to use XPL trademarks, service marks and logos, You shall strictly comply with all standards and guidelines made available to You from time to time. All uses of any XPL Trademarks shall intend to solely benefit XPL and its service.
You agree to allow XPL to review all the content submitted by You. We do not claim any ownership over the intellectual property rights over the content You make available in Your XPL account. You shall, however, grant to XPL a perpetual, worldwide, royalty-free license over all User-submitted content, to allow XPL to use, publish, modify, or otherwise communicate the same to the public, or to create derivative work from the same.
You acknowledge and agree that the materials on the Service, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Materials") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to XPL, and are subject to copyright and other intellectual property rights under Philippine laws, foreign laws and international treaties and/or conventions.
The Service may display certain trademarks belonging to third parties. Use of these trademarks may be subject to license granted to Us by third parties. You shall not reverse engineer, decompile, or disassemble such trademarks and nothing herein shall be construed to grant You any right in relation to such trademarks. Materials on the Service are provided to You "as is" for Your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.
We reserve all rights not expressly granted herein to the Service and the Materials. You agree to not engage in the use, copying, or distribution of any of the Materials other than as expressly permitted herein, including any use, copying, or distribution of Materials of third parties obtained through the Service for any commercial purposes. If You download or print a copy of the Materials for personal use, You must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Service or the Materials therein.
The Service is protected to the maximum extent permitted by copyright laws, other laws, and international treaties and/or conventions. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, other laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Service, the Materials, or the collective work or compilation is expressly prohibited. Copying or reproducing the Service, the Materials, or any portion thereof to any other server or location for further reproduction or redistribution is expressly prohibited.
You further agree not to reproduce, duplicate or copy content or Materials from the Service, and agree to abide by any and all copyright notices and other notices displayed in the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service.

13. Confidentiality

You shall agree not to disclose, make Confidential Information (as defined below) available in any form to any third party not authorized by XPL, or to use Confidential Information for any purpose other than as specified in the agreement.
We shall not disclose Your account information and Confidential Information to third parties, except as required by law or in the process of providing our Services. We may also disclose Your account information and Confidential Information if We reasonably suspect that You are using the Services fraudulently or in a manner that harms the reputation of XPL.
Confidential Information shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information disclosed by Us or by You.
Confidential Information shall not include information that was in Your website at the time We received it; comes into the website after We received it through no fault of ours; We received from someone other than You without breach of our or their confidentiality obligations, or We are required by law to disclose.
You shall agree that in the event of use or disclosure of Confidential Information other than as specifically provided for in the agreement, XPL may be entitled to equitable relief. Notwithstanding termination or expiration of the agreement, You acknowledge and agree to perform the obligations of confidentiality with respect to Confidential Information.

14. Indemnity and Limitation of Liability

You agree to fully indemnify, defend, and hold harmless the Interested Parties, their officers, directors, or representatives from and against any claims, damages, expenses and/or losses (including reasonably attorney’s fees) whatsoever arising from or in connection with Your access to the XPL site and/or use of the Services. "Interested Parties" refer to XPL, its affiliates, their respective directors, officers, shareholders, agents, and representatives, and Our partner courier.
Notwithstanding any other provision herein, in no event shall We be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any kind, nor for any lost profits or revenues, in connection with or arising out of the agreement, the operation, use or access to the XPL site, or the provision of the services.
The quality of the items purchased via the XPL site and the accuracy of the claims are the responsibility of the Seller. We do not warrant, represent or guarantee the quality of the items or that the claims made by the You are accurate. To the full extent permissible by applicable law, We disclaim all warranties (whether express or implied), including but not limited to, merchantability, accuracy, fitness for a particular purpose, or non-infringement. We shall not be responsible for any loss or injury or damage incurred as a result thereby.
The Service is provided "AS IS" and with all faults, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Service is free of defects or is suitable for any particular purpose. In no event shall We be responsible for loss or damages arising from the installation or use of the Service, including but not limited to any indirect, punitive, special, incidental or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses.

15. Endorsement

XPL's display of service registration or product information is not an endorsement of the Seller, Seller’s website, or of any goods offered on the Seller’s website. Any attempt to state or imply XPL's endorsement of Your goods or services constitutes grounds for the immediate closure of Your account and a permanent removal of Your access to XPL services.

16.Access Modification and Termination

XPL reserves the right to modify, suspend, or terminate Your account and/or Your access to the Services without notice at any time, or remove any of Your checkout page links from Your XPL account at any time, for reasons related to Your use of the Services, including but not limited to:
1. Engaging in acts and omissions that, in XPL’s sole reasonable discretion, violates this Terms and/or other agreements between You and XPL;
2. Engaging in fraudulent credit card transactions or gamification of online credit card purchases for personal gain;
3. Creating fraudulent transactions, including, but not limited to, simulating purchases and attributing them to a Buyer, when the Buyer did not make the order
4. Harming XPL or its partner courier, their reputation, computer systems, programming and/or other Users;
5. Causing any injury to any XPL representatives and partner couriers.
6. Engaging in acts and omission that could unreasonably cause any confusion as to XPL’s relationship with You, or the Site;
7. In any manner, either expressly or implicitly, misrepresenting or embellishing the relationship between You and XPL;
8. Displaying any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;
9. Transmitting any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
10. Interfering with or disrupting systems connected to the Service or violate the regulations, policies or procedures of such networks;
11. Engaging in any other activity that could subject You or XPL to criminal liability or civil penalty or judgment or any adverse action by any public authority You have engaged in fraudulent activity in connection with the site;
12. Actions resulting in a negative and unprofessional relationship with Your Buyers;
13. Determination by XPL that Your account has been previously suspended and/or terminated and You have created a new account in order to circumvent Your suspension and/or termination;
14. Any violation of the Terms and Conditions of Other XPL Services; or
15. Any analogous circumstance.
In case of Your violation of these Terms, including but not limited to those described above, You agree and acknowledge that XPL reserves the right to suspend and/or stop any pending transactions, and withhold any disbursements, payments, or Claims due to You pending XPL’s investigation of Your violation and determination of Your liability to XPL, the Buyer, or third parties, if any.

17. Strikeout Policy

Without prejudice to the other provisions in this Agreement, the following constitute a list of offenses that if committed repetitively as reported or through a filed complaint, will result in the modification, suspension, or termination of Your account and/or Your use of the Services as We deem necessary:
1. Providing inaccurate and/or incomplete product information on Your own website while using any of the Services or on Your XPL account, which may result in high levels of Buyer complaints and delivery refusals
2. Failing to ensure that Your listed items are in stock
3. Failing to confirm order bookings within 48 hours and ensuring that the item is available for pick-up the day after
4. Failing to ensure that Your items are packed properly and picked up within a reasonable amount of wait time
5. Failing to ensure that the item delivered to Your Buyer is as described in the checkout page
6. Failing to resolve any disputes that may be raised by Your Buyers within 7 days from the date the dispute arose
7. Failing to file the refund request through XPL’s refund tool on behalf of Your Buyer
8. Failing to fulfill an order due to non-availability of stocks contrary to the quantity You have provided in Your checkout page or site
9. Failing to provide products that match the quality as described in Your product information
Penalties, Sanctions, and Fees
1. Without prejudice to XPL’s other rights in this Agreement, You understand that XPL carefully monitors Your performance and if You fail to meet the agreed levels of service indicated in this Agreement, XPL has the discretion to suspend or terminate your account and access as We deem fit, corresponding to the severity of the offense/s. Your account and access may be reinstated once raised cases have been resolved pending Our completion of investigation.
2. XPL will send the violation notices to Your registered email.
3. At the end of Your account suspension period, Your account will be re-enabled. You will receive a reactivation notice via Your registered email.

18. DISPUTE RESOLUTION

All disputes arising out of, relating to, or in connection with these Terms or Your use of the Services that cannot be resolved informally or in small claims court will be resolved through binding arbitration on an individual basis, except that You and XPL are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. Arbitration will be initiated solely through the Philippine Dispute Resolution Center, Inc. (“PDRCI”). Notwithstanding the foregoing, XPL may choose to bring an individual action in court. This arbitration agreement will survive the termination of Your relationship with XPL.
These Terms shall be exclusively governed and interpreted under the laws of the Republic of the Philippines without regard to its conflict of laws provisions.

19. General Terms

All the provisions of the Terms are subject to all applicable Philippine laws, regulations, rules, or requirements of the Government of the Philippines or agencies of said government, and in the performance of the agreement, each of the parties hereto agrees to comply therewith.
These Terms constitute the entire agreement between You and XPL concerning the System and the Services, and supersedes all prior communications or agreements, written or oral, and is intended to be a complete and exclusive statement of the terms and conditions between the parties.
We will not be liable to You for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by Us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond Our reasonable control.
If We delay exercising or fail to exercise or enforce any right or interest available to Us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
We will not be liable to You for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by Us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond Our reasonable control.
In these Terms, unless the context requires otherwise: (i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.
Applicable laws require that some of the information or communications We send to You should be in writing. When using the Services, You agree to transact with Us electronically, and that communication with Us will be mainly electronic. We may contact You by e-mail or provide You with information by posting notices on the Services. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing.
Unless otherwise specifically indicated, all notices given by You to Us must be sent to support@XPL.com.ph. We may give notice to You at the email address You provide to Us when You register. Notice will be deemed received and properly served immediately when posted on the Services or when an email or other electronic communication is sent including SMS to the phone number You registered in the Form. In proving the service of any notice via email, it will be sufficient to prove that such email was sent to the specified e-mail address of the addressee.
To the extent that the parties are permitted under these Terms to initiate litigation in a court of law, both You and XPL agree that all claims and disputes arising out of or relating to the Terms or the use of the Services will be litigated exclusively the courts of Makati City, Philippines, to the exclusion of all other courts. You and XPL consent to the personal jurisdiction of said courts.
If any of these Terms is declared or found to be unenforceable, illegal, void, or otherwise ineffectual, then that provision shall be deemed removed from these Terms without affecting the validity, efficacy, and enforceability of all the other provisions.

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XPL Corporation
Unit B 10th Floor, Strata 2000, F. Ortigas Jr. Road,
Ortigas Center, Pasig, 1605 Metro Manila.

support@xpl.ph