Terms of Service

These Terms of Service ("Terms") govern your access to and use of the xelfsolutions.com website (the "Site") and the payment orchestration platform, APIs, tools, and related services (collectively, the "Services") offered by Xelf Solutions ("Xelf Solutions", "we", "us", or "our").

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING OUR SITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, BUSINESS OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.

1. Definitions

• "Client" means a business entity that has entered into a separate agreement with Xelf Solutions for the use of our payment orchestration Services.
• "User" means any individual or entity using the Site or Services, including visitors to the Site and authorized users of a Client account.
• "Content" means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials, whether publicly posted or privately transmitted, available on the Site or through the Services.

2. Modification of Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. Your continued use of the Services after the effective date of any such changes constitutes your acceptance of the new Terms.

3. Services Description

Xelf Solutions provides a payment orchestration platform that enables businesses to connect to multiple payment service providers, manage transaction routing, tokenize payment information, and access related analytics and tools. The specific Services provided to Clients will be governed by a separate Master Services Agreement (MSA) or similar contract.

4. Eligibility and Account Registration (for Clients)

To use certain features of our Services (e.g., as a Client), you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your account password and for any activities or actions under your account. Xelf Solutions cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation. You must notify us immediately of any unauthorized use of your account.

5. Use Restrictions

You agree not to, and will not permit others to:

• License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Services or make the Services available to any third party other than as permitted by these Terms or your MSA.
• Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Services.
• Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Xelf Solutions or its affiliates, partners, suppliers or the licensors of the Services.
• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services.
• Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
• Use the Services to store or transmit malicious code.
• Violate any applicable laws or regulations.

6. Intellectual Property

The Site, Services, and all Content therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all Intellectual Property Rights related thereto, are the exclusive property of Xelf Solutions and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Content.

7. Client Data (Applicable to Clients)

If you are a Client, you retain all right, title, and interest in and to any data, information, or material that you provide or make available to Xelf Solutions in the course of using the Services ("Client Data"). You grant Xelf Solutions a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Client Data solely to the extent necessary to provide the Services to you. Xelf Solutions will implement reasonable technical and organizational measures to protect Client Data, as further described in our Privacy Policy and any applicable Data Processing Addendum.

8. Confidentiality

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes the Services and their non-public aspects. Your Confidential Information includes Client Data. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) and agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

9. Third-Party Services and Links

The Services may integrate with or provide links to third-party websites, applications, or services ("Third-Party Services"). Xelf Solutions does not control and is not responsible for Third-Party Services. You are responsible for evaluating whether you want to access or use them. Any use of Third-Party Services is at your own risk and subject to the terms and conditions applicable to such Third-Party Services.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Xelf Solutions DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Xelf Solutions, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Xelf Solutions ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT SHALL Xelf Solutions'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED US DOLLARS (U.S. $100.00) OR THE AMOUNTS PAID BY YOU TO Xelf Solutions FOR THE PAST TWELVE MONTHS FOR THE SERVICES IN QUESTION (IF APPLICABLE, FOR CLIENTS).

(This section requires careful legal review and may be superseded by terms in a Client's MSA.)

12. Indemnification

You agree to defend, indemnify and hold harmless Xelf Solutions and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.

13. Term and Termination

These Terms will remain in full force and effect while you use the Services. We may terminate or suspend your access to the Services at any time, for any reason or no reason, in our sole discretion, without prior notice or liability, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

(For Clients, termination provisions will primarily be governed by the MSA.)

14. Governing Law and Dispute Resolution

These Terms shall be governed and construed in accordance with the laws of Austin, Texas, USA, without regard to its conflict of law provisions.

Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Austin, Texas, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.

(This dispute resolution clause is a common example and should be reviewed by legal counsel.)

15. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any other legal notices published by us on the Service, and for Clients, the MSA, shall constitute the entire agreement between you and Xelf Solutions concerning the Services.
• Severability: If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
• No Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Xelf Solutions's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
• Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Xelf Solutions without restriction.
• Notices: We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion.

16. Contact Information

If you have any questions about these Terms, please contact us at:

Email: legal@xelfsolutions.com

Xelf Solutions
Attn: Legal Department
Austin, TX, USA