XLC.Inc

Acceptance of Terms and Conditions

Terms of Service Agreement

This agreement is entered into between XLC.Inc. (“XLC”), and you (“Customer”). It comprises (a) these Terms of Service, (b) any Additional Terms (as defined below), and (c) any applicable XLC Order Form (as defined below), collectively referred to as the “Agreement”. This Agreement governs the use of the XLC Services (as defined below).

By signing an XLC Order Form, creating an account, using XLC services, or otherwise accepting this Agreement, you confirm that you are legally authorized to enter into this Agreement, have reviewed its terms, and agree to be bound by them. If you are acting on behalf of a company or another legal entity, you represent and warrant that you have the authority to bind the entity to this Agreement. If you do not agree to these terms or lack such authority, please refrain from signing, creating an account, or using XLC services.

Customers may access XLC Services by either creating an online account (“Account”) or executing an XLC Order Form which requires indicating acceptance of this Agreement by clicking the appropriate box. If access is purchased via the Account, Customers will select options including (a.) the specific XLC Services, (b.) a payment plan and method and (c.) the Service Term (as defined herein).

XLC retains the right to modify, amend, supplement, and update this Agreement (including the Additional Terms) and to establish new or additional rules, policies, terms, or conditions for the use of XLC Services, at its sole discretion and at any time. These changes will be communicated by posting the updated Agreement on XLC’s website or through other means as determined by XLC. Upon posting, such modifications will become effective immediately. The Customer’s continued use of XLC Services following such notification will signify your acceptance of the modified Agreement. Notwithstanding the foregoing, XLC will provide notice of any material changes to this Agreement.

Definitions

1.

“Applicable Law” means all relevant laws, regulations, ordinances, rules, codes, and orders of governmental authorities with jurisdiction over XLC and the Customer.

2.

“Additional Terms” includes the Service Specific Terms, Support Policies, Data Processing Agreement, Privacy Policy, Third Party Terms, and any other terms and conditions disclosed to the XLC Order Form, through the Account, or in connection with accessing any XLC Services, all of which are incorporated by reference.

3.

“Content Data” includes all applications, files, data, information, or other content uploaded, published, displayed, or backed up through XLC Services by the Customer or XLC (acting under the instructions as part of an XLC Service), excluding Usage Data.

4.

“Fees” refers to the prices the Customer agrees to pay for accessing and using XLC Services, inclusive of any discounts or promotional pricing.

5.

“Intellectual Property Rights” encompasses copyrights (including, without limitation, the exclusive rights to use, reproduce, modify, distribute, publicly display, and perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, use, and sell), trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill, and all other intellectual property rights that exist now or may come into existence, along with all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other jurisdiction.

6.

“Infringement Claim” refers to any third-party claim that the use of XLC Services, as intended under this Agreement, infringes on any patent, trademark, or copyright of a third party, or misappropriates a trade secret (provided the misappropriation is not due to the ’s actions) under U.S. law.

7.

“Partner” means a third-party reseller or distributor authorized by XLC to sell XLC Services.

8.

“XLC Order Form” is a written ordering document executed by an authorized representative of both XLC and the Customer that incorporates these Terms of Service by reference. The XLC Order Form will specify the XLC Services purchased, related payment obligations, and the Service Term duration.

9.

“XLC Services” Refers to the range of services offered by XLC, which can be found on the XLC website.

10.

“Service Specific Terms” Additional terms that apply to specific XLC Services, as provided by XLC.

11.

“Service Term” The duration of service, which includes both the Initial Service Term and any Renewal Terms.

12.

“Support” Encompasses the support services provided by or on behalf of XLC for the XLC Services purchased by the Customer pursuant to an XLC Order Form or through the Customer ’s Account, as described in the Support Policies.

13.

“Support Policies” Documents outlining the support services, service level agreements, and related policies for XLC Services.

14.

“Third Party Product” Any products or services that are not branded or licensed by XLC, including hardware and software.

15.

“Updates” Includes any updates, enhancements, modifications, improvements, patches, and/or upgrades to any XLC Services that XLC generally makes available to its customers at no additional charge.

16.

“Usage Data” refers to all information reflecting the access or use of XLC Services by or on behalf of the Customer, including, but not limited to, visit, session, or stream data, or any statistical or other analysis, information, or data based on or derived from the foregoing.

Terms and Conditions

Service

1.

Subject to the User’s payment of the Fees, the User is granted the right to use the Service by these Conditions.

2.

The Services are billed regularly until canceled by the User.

3.

The Provider is obligated to provide the Services to the User in accordance with these Conditions.

4.

The Provider may modify the Services from time to time.

Payment and Billing

1.

Payment Methods:

Customers choosing to pay by credit card or PayPal will be charged on behalf of XLC on or about the date the XLC Services are invoiced. Subject to a successful credit check initiated by XLC, payments via eCheck or ACH must settle all invoices issued by XLC within seven (7) calendar days of the invoice date or as outlined in an applicable XLC Order Form.

2.

Advance and Arrear Billing:

Unless otherwise specified in the Service Specific Terms, all monthly or prepaid Fees will be due in advance, while Fees based on actual metered usage of an XLC Service will be due in arrears.

3.

Non-Refundable Fees:

Except as otherwise provided in this Agreement or by Applicable Law, all Fees are non-cancelable and non-refundable.

4.

Delinquent Payments:

If any payment is delinquent (including late payment due to credit card chargebacks or insufficient funds), XLC may, without limiting any remedies available: (i) terminate this Agreement and/or any applicable XLC Order Form; or (ii) suspend performance of or access to the applicable XLC Services until payment is made current. The Customer incurs interest on all delinquent amounts at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law.

5.

Collection of Delinquent Fees:

If XLC terminates this Agreement for non-payment, the Fees for the remainder of the Service Term will be due immediately. The Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by XLC in collecting any delinquent amounts.

6.

Tax Responsibilities:

All Fees are exclusive of all sales, use, excise, value-added, withholding, and other taxes, as well as customs duties and tariffs imposed by any governmental authority; these will be paid by the Customer.

7.

Price Increases:

XLC reserves the right to increase Service Fees with at least thirty (30) days written notice prior to any monthly billing cycle.

8.

Termination Rights:

XLC has the right to terminate the Service with at least seven (7) days written notice, effective at the end of the current monthly billing cycle.

9.

Promotional Pricing:

Upon commencement of any Renewal Term, unless otherwise stated in the terms of a promotion or an XLC Order Form, any promotional pricing or discounts will automatically discontinue, and the Customer will be charged the standard rates for the XLC Services as posted on the XLC website or detailed in the applicable XLC Order Form.

10.

Refund Policy:

Except as required by Applicable Law or explicitly stated in this Agreement, XLC is not obligated to refund any Fees or other payments already made, and any cancellation by the Customer will take effect at the end of the applicable Service Term.

Transfers

1.

XLC does not guarantee the availability, possibility, or time required to complete an account migration.

2.

In no event shall XLC be held liable for any lost files, data, folders, or programs resulting from such circumstances.

3.

The Customer is solely responsible for backing up and archiving their files and data under all circumstances.

Intellectual Property Rights

1.

The Customer acknowledges that all Intellectual Property Rights in the Services are and shall at all times remain the property of XLC.

2.

All Intellectual Property Rights in the Data, along with any amendments or additions to the Data, as well as databases or other compilations, belong to the Customer; XLC may use these rights only in accordance with these Conditions.

3.

In the event of any claim or allegation regarding a breach of any Intellectual Property Rights related to the Service, XLC will promptly inform the Customer and request their assistance in resolving the matter.

4.

Should any action or proceeding is initiated against XLC regarding an alleged infringement of any Intellectual Property Right related to the Service or the Data by a third party (hereinafter referred to as an “IPR Claim”), the Customer shall indemnify XLC from and against all costs, damages, liabilities, and losses agreed to be paid by way of settlement or compromise by, or finally awarded against, XLC as a result of or in connection with an IPR Claim. XLC shall notify the Customer in writing of any such allegation or claim within five Business Days after becoming aware of it.

4.1

XLC shall notify the Customer in writing of any such allegation or claim within five Business Days after becoming aware of it.

4.2

The indemnified Party shall make no verbal or written admission relating to the IPR Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

4.3

The indemnifying Party (or a designated representative) shall have the right to conduct and/or settle all negotiations and litigation arising from the IPR Claim at its own expense, while the indemnified Party shall provide reasonable assistance, at the expense of the indemnifying Party, as may be reasonably requested.

Server Abuse

Any attempts to undermine or cause harm to XLC’s server(s) or its Customer(s) are strictly prohibited. This includes, but is not limited to:

1.

Logging into an account or server for which the Customer is not authorized.

2.

Accessing data or taking any action to obtain services not intended for the Customer’s use.

3.

Attempting to probe, scan, or test the vulnerability of any system, subsystem, or network.

4.

Tampering, hacking, modifying, or otherwise corrupting or breaching security or authentication measures without proper authorization is strictly prohibited.

5.

Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting, or otherwise impairing a computer’s functionality or the operation of the system is prohibited.

6.

Interfering with, intercepting, or expropriating any system, data, or information is strictly prohibited.

7.

Actions that disrupt service to customers, host, or network, including, without limitation, by means of overloading, “flooding,” “mailbombing,” or “crashing” any computer system is prohibited.

8.

XLC makes no representation or warranty that the content available on this site and services on this site are appropriate or legal in all countries. Access is prohibited in jurisdictions where the content is illegal. Customers are responsible for complying with all local laws, rules, and regulations when accessing this site.

Backups

1.

Each Customer is expected and encouraged to maintain backup copies of their own data. XLC does not provide or keep records and copies of clients’ website files or emails. XLC is not responsible for any loss of data, including but not limited to hardware failure, backup failure, hacking, or accidental deletion.

Reselling

1.

XLC does not allow reselling of shared hosting plans.

2.

XLC performs an automated backup daily. In the event of a catastrophic event, disaster recovery will be performed to recover any lost data.

3.

Each Customer is expected and encouraged to maintain backup copies of their own data. XLC does not provide or keep records and copies of our customers’ site files or emails. XLC is not responsible for any loss of data, including but not limited to hardware failure, backup failure, hacking, or accidental deletion.

Renew

1.

If the account is not renewed by the provider in 7 days after the renewal date set on the account, the account will be terminated, and all files will be Permanently removed.

Late Payments

1.

Accounts that are not fully paid by the end of the first day of the billing term will be given a 7-day grace period. If payment is not made within the grace period, XLC reserves the right to suspend the customer’s service(s) and charge a late fee of US$26, in accordance with applicable USA business law. If services remain unpaid Fourteen (14) days after the suspension, XLC reserves the right to terminate the service(s) due to non-payment.

2.

The services offered through this site are legal in every country or jurisdiction. Accessing the site or the services from countries or jurisdictions where its content is illegal is prohibited. Customers are responsible for ensuring their compliance with all local laws, rules, and regulations when accessing the site or services.

Cancellation of Services

1.

Either party may terminate this Agreement by providing notice to the other party as outlined herein.

2.

Cancellations must be requested via the designated form indicated at least 48 hours or more prior to the Service’s renewal date. Cancellations are not final until confirmed in writing by a representative of XLC via email. If a cancellation notice is not received within the required time frame, the Customer will be billed for the next billing term and will be responsible for payment as outlined above.

3.

When an account is terminated, all files and data will be destroyed from our servers immediately, including all backups. Customers should ensure they back up all files and data before canceling their accounts.

4.

If the Customer made a payment to XLC via PayPal, it is the Customer’s responsibility to cancel any subscription for recurring PayPal payments. XLC, which has no control over PayPal subscription payments, is not responsible for payments made from the Customer’s PayPal account after cancellation and is under no obligation to refund such payments made after cancellation.

5.

XLC may terminate this Agreement at any time by providing notice to Customers via email. Should XLC terminate this Agreement for any reason other than a material breach or violation of XLC’s Acceptable Use Policy, any prepaid fees shall be refunded.

6.

Either party may terminate this Agreement upon the occurrence of a material breach by the other party that has not been remedied within seven (7) days of receipt of written notice of the breach. For the purpose of this, a material breach shall be determined from the perspective of a reasonable businessperson with significant experience in conducting business on the Internet.

Refusal of Service

1.

XLC reserves the right to refuse service to anyone at any time. XLC can remove any content deemed obscene, threatening, illegal, or violating XLC’s terms of service with or without notice.

2.

XLC reserves the right to cancel, suspend, or restrict access to its service(s) for any or no reason, at any time with or without notice. XLC is not liable for any damages or data loss resulting from such suspension or termination.

3.

If any form of communication with XLC’s staff is construed as belligerent, vulgar (including curse words), attacking, highly rude, threatening, or abusive, the Customer will be issued one warning. If the communication continues, the Customer’s account may be suspended or terminated without a refund. This includes, but is not limited to, threats to sue, slander, libel, publicly post, or initiate a chargeback.

4.

To help protect XLC and its customers from fraud, XLC may ask the Customer to provide a copy of government-issued identification and/or a valid business registration certificate. If the Customer fails to meet these requirements, the order may be considered fraudulent in nature and denied.

Force Majeure

1.

A Party will not be held liable for any delays or inability to fulfill its obligations under these Conditions due to a Force Majeure Event. The affected Party must:

1.1

Notify Promptly: Inform the other Party about the Force Majeure Event and provide an estimate of how long it may last.

1.2

Minimize Effects: Make reasonable efforts to lessen the impact of the event.

2.

If, due to a Force Majeure Event, a Party:

2.1

Is or is likely to be unable to perform a material obligation; or

2.2

Is delayed in or prevented from performing its obligations for a continuous period of more than ninety (90) Business Days, the Parties will, within twenty (20) Business Days, renegotiate these Conditions to achieve, as near as possible, the original commercial intent.

Governing Law

1.

These Terms and any related agreements shall be governed by the laws of Singapore.