TERMS OF USE

Last Updated June 2024

We are pleased to provide to you certain websites, software, applications, resources, products and services (collectively, the "Service"), which may be branded xTool, XTL, Customthings, DesignFind or another brand owned or licensed by us.

PLEASE READ THESE TERMS AND ANY SPECIFIC AND/OR SUPPLEMENTAL TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES. THESE TERMS GOVERN YOUR USE OF THE SERVICE IN GENERAL. BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ANY SPECIFIC AND/OR SUPPLEMENTAL TERMS AND CONDITIONS.

References to “xTool”, “we”, “us” or “our” in this Agreement are references to XTL US INC. and/or its affiliates and subsidiaries as defined in and listed in Schedule 1, as such schedule may be supplemented, modified, and amended from time to time.

I. CONTRACT BETWEEN YOU AND US

  1. Binding Nature. These terms of use ("Agreement") are a binding agreement between you and xTool. Other than as expressly stated herein, there are no third-party beneficiaries of this Agreement.
  2. Agreement. You represent to us that you have read, understood, and expressly agree to be bound by this Agreement, and the terms, conditions, and notices contained or referenced herein, whether you have created an account (and agree to this Agreement at the time you created that account) or whether you simply browse, use, or access any of our Service offered directly by xTool or through a third party (and agree to this Agreement when you browse, use, or access any aspect of the Service). If you do not agree to the Agreement, you may not use the Service.
  3. Supplemental Terms. This Agreement governs the Service in general. More specific and/or supplemental terms and conditions may apply to some of the Service, including but not limited to, a particular promotion, software, application, service or other activity; availability of certain merchandise, content, programs, or other activities; conditions or other limitations to the Service for users under certain ages; and/or specific terms or restrictions that may accompany certain territories, programs, content, products, websites, applications or other software. Any supplemental terms and conditions are in addition to this Agreement and, in the event of a conflict, the supplemental terms will prevail over this Agreement. If you do not agree to the applicable supplemental terms and conditions disclosed, you may not use the Service.
  4. Amendments. We reserve the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Service, provided that we will give you 30 days' advance notice of any material adverse change to the Service or applicable terms of use, unless it would not be reasonable to do so due to circumstances arising from legal, regulatory, or governmental action; to address user security, user privacy, or technical integrity concerns; to avoid service disruptions to other users; or due to a natural disaster, catastrophic event, war, or other similar occurrences outside of our reasonable control. You are responsible for periodically reviewing this Agreement for updates and amendments. By continuing to use the Service you will be deemed to have agreed to and accepted any amendments. If you do not agree to any change to this Agreement, you must discontinue using the Service. XTool shall not be liable to you for any modifications to the Service or terms of use made in accordance with this Section ID. Our customer service representatives are not authorized to modify any provision of this Agreement, either verbally or in writing.
  5. Accounts and Responsibilities. Use of the Service may require compatible devices, Internet access, and certain software; may require you to create an account to participate or to secure additional benefits; may require periodic updates; and may be affected by the performance of these factors. You agree that meeting these requirements is your responsibility. You further agree that any information you provide and maintain is accurate, current and complete, including your contact information for notices. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person's username, password or other account information, or another person's name or likeness, or provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide, including contact information for a parent or guardian. You acknowledge that you are responsible for all use of the Service, and that this Agreement applies to any and all usage of your account. You agree to comply with this Agreement and to defend, indemnify and hold harmless xTool from and against any and all claims and demands arising from usage of your account, whether or not such usage is expressly authorized by you.
  6. Passwords and Security. You also will choose a password and a username. You are responsible for taking reasonable steps to maintain the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account or the Service. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.
  7. Availability of the Service. The Service, or any feature or part thereof, may not be available in all languages or in all countries, and we make no representation that the Service, or any feature or part thereof, is appropriate or available for use in any particular location. To the extent you choose to access and use the Service, you do so at your own initiative and are responsible for compliance with any applicable laws.
  8. Electronic Notice. XTool may provide you with notices regarding the Service, including changes to this Agreement, by email to your email address, or by postings on our website and/or the Service. You consent to receive notices, including agreements, disclosures, and other communications, electronically from us at the email address you have provided. You agree that these electronic notices satisfy any legal requirements that such communications be in writing.

II. LICENSE GRANT AND RESTRICTIONS

The Service, including, but not limited to, website, software, materials, and community services, as well as any updates and/or new features, are our copyrighted, patented or trademarked property or the copyrighted, patented or trademarked property of our licensors and all copyrights, trademarks, service marks, trade names, trade dress, patents and other intellectual property rights in the Service, whether registered or not, and wherever in the world they may exist, are owned by us or our licensors (who may be third-party beneficiaries of this contract) and protected by the copyright, trademark, patent and other laws of the United States and international treaties.

  1. User License. If any Service, or third party providing Service subject to this Agreement, is configured to enable the use of software, content or other materials owned or licensed by us, we grant you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use such software, content or other material, only for as long as that such Service is made available to you by us, or an authorized third party, and only in accordance with this Agreement and/or the specific terms that apply to that Service. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted in these terms.
  2. Not for Sale or Assignment. This is a license agreement and not an agreement for sale or assignment of any rights in the Service. Except as we expressly agree in writing, no element of the Service may be used or exploited in any way other than as part of the authorized Service made available to you. You may own the physical devices on which elements of the Service are made available to you, but we retain full and complete ownership of the xTool intellectual property. We do not transfer titles to any portion of the xTool websites, software, applications, content, or other materials and/or services to you. Likewise, the purchase of a license to use any Service does not create an ownership interest in the xTool websites, software, applications, content or other materials and/or services.
  3. Restrictions on Your Use of the License. You agree that as a condition of your license, you will not:
    • circumvent or disable any content protection system or digital rights management technology used in connection with the Service;
    • create derivative works of the Service or any part thereof, except as and only to the extent that any foregoing restriction is prohibited by applicable law;
    • move, decompile, reverse-engineer, disassemble, or otherwise reduce to human-readable form the Service, underlying technology, any digital rights management mechanism, device, or other content protection;
    • modify the Service, including, but not limited to, by removing identification, copyright or other proprietary notices from the Service, or by framing, mirroring, or utilizing similar techniques;
    • access or use the Service in a manner that suggests an association with our products, services or brands;
    • use the Service for any commercial or business related use or build a business utilizing the Service, whether or not for profit, including without limitation, reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof);
    • access, monitor or copy, or permit another person or entity to access, monitor or copy, any element of the Service using a robot, spider, scraper or other automated means or manual process without our express written permission;
    • damage, disable, overburden or impair the Service;
    • use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement; and/or
    • allow third parties to violate the above restrictions.
  1. Violation. Any attempt to perform any of the restricted actions listed above is a violation of the rights of xTool and/or the intellectual property rights holder. THE USE OF ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT. VIOLATORS WILL BE PROSECUTED TO THE MAXIMUM EXTENT POSSIBLE.
  2. Export Controls. Use of the Service, including transferring, posting, or uploading data, software or other content via the Service, may be subject to the export and economic sanctions requirements of the United States and other countries. You agree to comply with all applicable laws and regulations; for instance, software may not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Service for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You further agree not to upload any data that is (i) subject to International Traffic in Arms Regulations or (ii) that cannot be exported without prior written government authorization. This assurance and commitment shall survive termination of this Agreement.

III. YOUR USE OF THE SERVICE

  1. Use of Software. Any software that is made available from the Service is the copyrighted work of xTool. From time to time, we may update the software used by the Service. In order to continue your use of the Service, such updates may be automatically downloaded and installed onto your device or computer. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software.
  2. Use of Other XTool Products and Services. Particular components or features of the Service provided by xTool and/or its licensors, require separate software or other license agreements or terms of use. You must read, accept, and agree to be bound by any such separate agreement as a condition of using these particular components or features of the Service.
  3. Use of Materials. You may download, store, display on your computer, view, play and print materials that we publish or make available for download through the Service subject to the following: (i) the materials may be used solely for your personal, informational, noncommercial purposes; (ii) the materials may not be modified or altered in any way (except as expressly permitted by us); and (iii) the materials may not be redistributed.
  4. Community Services. Community Services are provided as a convenience to users, and we are not obligated to provide any technical support for or participate in community services. While community services may include information regarding our Services, including information from our employees, they are not an official customer support channel for us.

    You may use community services subject to the following: (i) community services may be used solely for your personal, informational, noncommercial purposes; (ii) content provided on or through community services may not be redistributed or used in violation, or with the purpose to violate this Agreement; and (iii) personal data about other users may not be stored or collected except where expressly authorized by us.

    We have no obligation to monitor the communication services. However, we reserve the right to (i) review materials posted to the communication services and to remove any materials in its sole discretion; (ii) terminate your access to any or all of the communication services at any time, without notice, for any reason whatsoever; and (iii) at all times to disclose any information as xTool deems necessary to satisfy any applicable law, regulation, legal process or governmental request.

    Always use caution when giving out any personally identifiable information about yourself or your children in any communication services. We do not control or endorse the content, messages or information found in any communication services and, therefore, we specifically disclaim any liability with regard to the communication services and any actions resulting from your participation in any communication services. Managers and hosts are not authorized xTool spokespersons, and their views do not necessarily reflect those of xTool. Materials uploaded to the communication services may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.

  1. AI Services. "AI services" are services that are labelled or described by xTool as including, using, powered by, or being an Artificial Intelligence ("AI") system.
    • You may not use the AI services to discover any underlying components of the models, algorithms, and systems. For example, you may not try to determine and remove the weights of models.
    • You may not use web scraping, web harvesting, or web data extraction methods to extract data from the AI services.
    • As part of providing the AI services, we will process and store your inputs to the service as well as output from the service, for purposes of monitoring for and preventing abusive or harmful uses or outputs of the service.
    • You are solely responsible for responding to any third-party claims regarding your use of the AI services in compliance with applicable laws (including, but not limited to, copyright infringement or other claims relating to content output during your use of the AI services).
  1. Your Conduct. You agree that you will NOT use the Service to:
  1. Public Beta. From time to time, we may offer new and/or updated features of the Service (the "Beta Features") as part of a public beta program for the purpose of providing xTool with feedback on the quality and usability of the Beta Features. You understand and agree that your participation in the program is voluntary and does not create a legal partnership, agency, or employment relationship between you and us, and that xTool is not obligated to provide you with any Beta Features. We may make such Beta Features available to program participants by online registration or enrollment via the Service. You understand and agree that we may collect and use information from your account, devices and peripherals in order to enroll you in a program and/or determine your eligibility to participate. Your use of the Beta Features and participation in the program is governed by this Agreement and any additional terms that may separately accompany the Beta Features.

IV. CONTENT

  1. Content. "Content" means any information that may be generated or encountered through the use of the Service, such as data files, device characteristics, written text, graphics, photographs, images, logos, icons and any other like materials. You understand that all content, whether publicly posted or privately transmitted on the Service is the sole responsibility of the person from whom such content originated. This means that you, and not xTool, are solely responsible for any content you upload, download, post, transmit, store or otherwise make available through your use of the Service.
  2. Removal of Content. You understand and agree that your use of the Service and any Content is solely at your own risk. You acknowledge that we are not responsible or liable in any way for any content provided by others and have no duty to screen such content. However, we reserve the right at all times to determine whether content is appropriate and in compliance with this Agreement, and may screen, move, refuse, modify and/or remove content at any time, without prior notice and in its sole discretion, if such content is found to be in violation of this Agreement or is otherwise objectionable.
  3. Back up Your Content. You are responsible for backing up, to your own computer or other device, any important documents, images or other content that you store or access via the Service. We will use reasonable skill and due care in providing the Service, but we do not guarantee or warrant that any content you may store or access through the Service will not be subject to inadvertent damage, corruption or loss.
  4. Access to Account and Content. We reserve the right to take steps we believe are reasonably necessary or appropriate to enforce and verify compliance with any part of this Agreement. You acknowledge and agree that we may, without liability to you, access, use, preserve and/or disclose your account information and any content to law enforcement authorities, government officials, and/or a third party, as xTool believes is reasonably necessary or appropriate, if legally required to do so or if xTool has a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (i) comply with legal process or request; (ii) enforce this Agreement, including investigation of any potential violation thereof; (iii) detect, prevent or otherwise address security, fraud or technical issues; or (iv) protect the rights, property or safety of xTool, its users, a third party, or the public as required or permitted by law.

You acknowledge that we are not responsible or liable in any way for any content provided by others and have no duty to screen such content. However, consistent with xTool's privacy policy, we reserve the right at all times to determine whether content is appropriate and in compliance with this Agreement, and may prescreen, move, refuse, modify and/or remove content at any time, without prior notice and in its sole discretion, if such content is found to be in violation of this Agreement or is otherwise objectionable. We may terminate your account and access to the Service if you violate this Agreement, including unlawful content, without prior notice to you.

  1. Confidential Information. We do not want to receive confidential information from you through or in connection with the Service. Notwithstanding anything that you may note or state in connection with the content you share with us, it shall not be considered confidential information and shall be received and treated by xTool on a non-confidential and unrestricted basis, and xTool shall not take and shall not be required to take any steps to safeguard the confidentiality of any information that you share, other than as specified in our Privacy Policy.
  2. Violations. If, while using the Service, you encounter content you find inappropriate, or otherwise believe to be a violation of this Agreement, or in which you claim copyright has been infringed, you may report it by sending an email to support@xtool.com.

V. SUBMISSIONS, GENERATED CONTENT

  1. Submissions. In connection with anything you submit to us, whether or not solicited by us, you agree that creative ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type.
  2. Generated Content. We may ask for or allow you to communicate, submit, upload or otherwise make available text, chats, images, video, applications or other content ("Generated Content"), which may be accessible and viewable by the public. Access to these features may be subject to age restrictions.

    In most instances, we do not claim ownership of your Generated Content; however, you grant us a non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights for the full duration of those rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, transform, adapt, translate, create derivative works based upon, publicly perform, publicly communicate, make available, and otherwise exploit such Generated Content, in whole or in part, in all media formats and channels now known or hereafter devised (including in connection with the Service and on third-party websites, services, applications, and/or platforms), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, without attribution (to the extent this is not contrary to mandatory provisions of applicable law), and without the requirement of permission from or payment to you or any other person or entity. You agree that the submission of Generated Content does not establish any relationship of trust and confidence between you and us.

    You represent and warrant that your Generated Content conforms to this Agreement and that you own or have the necessary rights and permissions including, without limitation, all copyrights and likeness rights (with respect to any person) contained in the Generated Content, without the need for payment to any other person or entity, to use and exploit, and to authorize us to use and exploit, such Generated Content in all manners contemplated by this Agreement; and you agree to indemnify and hold us harmless from any claims or expenses (including attorneys' fees) by any third party arising out of or in connection with our use and exploitation of your content resulting from your breach of this Agreement. You also agree to waive and not to enforce any moral rights, ancillary rights or similar rights in or to the Generated Content against us or our licensees, agents, representatives and other authorized users, and agree to procure the same agreement to waive and not to enforce from others who may possess such rights.

    In addition to the warranty and representation set forth above, by submitting a Generated Content that contains images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), you warrant and represent that (i) you are the copyright owner of such Images, or that the copyright owner of such Images has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by this Agreement and the Service, (ii) you have the rights necessary to grant the licenses and sublicenses described in this Agreement, and (iii) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in this Agreement, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. By submitting Images, you are granting  to all members of the general public, permission to use your Images in connection with the use, as permitted by these terms of use, (including, by way of example, and not as a limitation, making prints and gift items which include such Images), and including, without limitation, a non-exclusive, worldwide, royalty-free license to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Images without having your name attached to such Images. The licenses granted in the preceding sentences for Images will terminate at the time you completely remove such Images from the Service, provided that, such termination shall not affect any licenses granted in connection with such Images prior to the time you completely remove such Images. No compensation will be paid with respect to the use of your Images.

    To the extent that we authorize you to create, post, upload, distribute, publicly display or publicly perform Generated Content that requires the use of our copyrighted works, we grant you a non-exclusive license to create a derivative work using the specifically referenced copyrighted works as required for the sole purpose of creating such a work, provided that such license shall be conditioned upon your assignment to us of all rights worldwide in the work you create for the duration of copyright in the Generated Content, in all formats and media known or unknown to date, including for use in our Service and on third party sites and platforms. If such rights are not assigned to us, your license to create derivative works using our copyrighted works shall be null and void.

    We may monitor, screen, post, remove, modify, store and review Generated Content or communications sent through the Service, at any time and for any reason, including to ensure that the Generated Content or communication conforms to this Agreement, without prior notice to you. We may terminate your account and access to the Service if your Generated Content violates this Agreement, including unlawful postings or content, without prior notice to you. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by users.

VI. USAGE RULES

  1. Age. The Service is only available to individuals aged 13 years or older (or equivalent minimum age in the relevant jurisdiction) unless you are under 13 years old and our Service was used with your parent or guardian. We do not knowingly collect, use or disclose personal information from children under 13, or equivalent minimum age in the relevant jurisdiction, without verifiable parental consent. Parents and guardians should also remind any minors that conversing with strangers on the Internet can be dangerous and take appropriate precautions to protect children, including monitoring their use of the Service.
  2. Changes to the Service. The Service are constantly evolving and will change over time. We reserve the right to make such changes or, if necessary, discontinue Service. If required by law, we may also need to suspend, restrict, or terminate your access to Service.
  3. Third-Party Services or Platforms. The Service may integrate, be integrated into, or be provided in connection with third-party websites, services, applications, platforms, and/or content. We do not control those third parties or the products they make available. You should read the terms of use agreements and privacy policies that apply to such third-party products. You agree that your access to the Service using these devices also shall be subject to the usage terms set forth in the applicable third-party beneficiary's terms of service. You represent to us that you have read and agreed to those terms.
  4. Consent to Messages. When you use the Service, you may be given the opportunity to consent to receive communications from us through email, text, and/or push notifications. Standard text and calling rates will apply. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. You can opt out of promotional communications by following the "Unsubscribe" directions for emails, through the settings of the Service, or, if via text message, by responding STOP. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SERVICES.
  5. App Permissions. When you use the Service, you may grant certain permissions to us for your device and/or accounts. Most device platforms provide additional information regarding these permissions and how, if possible, to change your permission settings. By downloading, installing or using the Service, you agree to receive automatic software updates (as applicable).
  6. Informational and Entertainment Purposes. You understand that the Service is for your personal, noncommercial use and is intended for informational and entertainment purposes only; the content available does not constitute legal, financial, professional, medical or healthcare advice or diagnosis and cannot be used for such purposes.
  7. Commercial, Marketing, or Branding Use Prohibited. Except as expressly licensed, we do not allow uses of the Service, or other xTool intellectual property, that are commercial or business-related, including used in marketing or branding, or that advertise or offer to sell or promote products or services (whether or not for profit), or that solicit others (including solicitations for contributions or donations).
  8. Limitations on Use. As a condition of your use of the Service, you agree to use the Service only for purposes permitted by this Agreement, and only to the extent permitted by any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. You may not use the Service in any manner that could damage, disable, overburden, or impair any of our system, or the network(s) connected to any xTool server, or interfere with any other party's use and enjoyment of any Service. If your use of the Service or other behavior intentionally or unintentionally threatens our ability to provide the Service or other systems, we shall be entitled to take all reasonable steps to protect the Service and our systems, which may include suspension of your access to the Service. Repeated violations of the limitations may result in termination of the Service we provide to you.

    To use the Service, you cannot be a person barred from receiving the Service under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use the Service. By accepting this Agreement, you represent that you understand and agree to the foregoing.

VII. TERMINATION

We may, at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of the Service. Cause for such termination shall include: (i) violations of this Agreement or any other policies or guidelines that are referenced herein and/or posted on the Service; (ii) a request by you to terminate the Service; (iii) a request and/or order from law enforcement, a judicial body, or other government agency; (iv) where provision of the Service to you is or may become unlawful; (v) unexpected technical or security issues or problems; or (vi) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by us in our sole discretion, and we will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.

Upon termination of the Service, you may lose all access to the Service. In addition, after a period of time, we will delete information and data stored in or as a part of your account.

VIII. DISCLAIMERS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

XTOOL SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE SERVICE. THE FOLLOWING DISCLAIMERS ARE SUBJECT TO THIS EXPRESS WARRANTY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. XTOOL AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, XTOOL AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION; AND (V) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

IX. LIMITATION OF LIABILITY

It is your responsibility to ensure you follow installation instructions, meet the minimum system requirements, update software as recommended, and consult our customer service resources if you encounter a problem with the service.

WE ARE NOT RESPONSIBLE FOR ANY LACK OF FUNCTIONALITY OR FAILURE TO PROVIDE ANY PART OF THE SERVICE, ANY LOSS OF CONTENT OR DATA THAT IS DUE TO YOUR EQUIPMENT, DEVICES, OPERATING SYSTEM OR INTERNET CONNECTION, OR YOUR FAILURE TO COMPLY WITH SPECIFIED COMPATIBILITY REQUIREMENTS.

We shall not be liable for delay or failure in performance for causes beyond our control or any other damage which does not result from a breach of our obligations under this Agreement.

We are not liable for business losses. We only supply the Service for your personal, noncommercial, and domestic use. If you use the Service for any other purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, loss of business opportunity, or similar loss.

WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE THOUSAND U.S. DOLLARS (U.S. $1,000).

NOTWITHSTANDING ANY OTHER TERMS IN THIS AGREEMENT, IF THE CONSUMER CONTRACT ACT OF JAPAN APPLIES, TERMS THAT LIMIT XTOOL'S LIABILITY FOR DAMAGES ARISING FROM BREACH OF CONTRACT OR TORT COMMITTED BY XTOOL SHALL NOT APPLY IF SUCH DAMAGE IS DUE TO XTOOL'S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.

X. INDEMNIFICATION

To the extent not prohibited by law, you agree to defend, indemnify and hold xTool, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors harmless from any claim or demand, including reasonable attorney's fees, made by a third party, relating to or arising from (i) any content you submit, post, transmit, or otherwise make available through the Service; (ii) your use of the Service; (iii) any violation by you of this Agreement; (iv) any action taken by xTool, acting reasonably, as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred; or (v) your violation of any rights of another. This means that you cannot sue xTool, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors as a result of its decision, acting reasonably, to remove or refuse to process any information, to warn you, to suspend or terminate your access to the Service, or to take any other action during the investigation of a suspected violation or as a result of xTool's conclusion that a violation of this Agreement has occurred.

This waiver and indemnity provision applies to all violations described in or contemplated by this Agreement. This obligation shall survive the termination or expiration of this Agreement and/or your use of the Service.

XI. GOVERNING LAW AND DISPUTES

This Agreement is governed by and construed in accordance with the laws of the State of California and the laws of the United States, without giving effect to any conflict of law principles. Any legal action or proceeding relating to your use of, the Service shall be instituted in a state or federal court in Los Angeles, California. You and xTool agree to submit to the jurisdiction of and agree that the venue is proper in, these courts in any such legal action or proceeding.

XII. ADDITIONAL PROVISIONS

  1. Entire Agreement. This Agreement constitutes the entire agreement between you and us, governs your use of the Service and completely replaces any prior agreements between you and xTool in relation to the Service. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.
  2. Severability. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Failure of xTool to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
  3. Survival. The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination, including but not limited to the restrictions, disclaimers, limitations, our rights to use submitted content, and rules regarding dispute resolution in Section II, III, VII, VIII and IX as well as the general provisions in this Section XI.
  4. Waiver. No waiver of any provision of this Agreement by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
  5. Privacy. Your use of the Service is subject to xTool's Privacy Policy, which is available at https://passport.xtool.com/policy.html.
  6. Contact Information. If you have any questions regarding these Terms of Use, please contact us at support@xtool.com.  

 

Schedule 1: List of Subsidiaries and Affiliated Companies

(as of June 7, 2024)

Entity

Country

ONE LINK SELL INC.

US