Terms & Conditions

Effective Date: September 16, 2020

This “Terms of Use Agreement” (the “Agreement”) constitutes a legally binding agreement between Xonects PTY LTD, an Australian proprietary company registered under the laws of Australia (“Xonects”) and the client, whether personally or on behalf of an entity (“Client”), concerning access and use of Xonects’ website: https://www.xonects.com.au/ (the “Website”) and any other media form, channel, mobile website, or mobile application connected or related to it. Failure to accept and adhere to all the terms, conditions, and obligations detailed here will result in the immediate prohibition of the Client’s use of the Website. In such cases, the Client is obligated to cease usage immediately. Subsequently, any contractual relationship between the Client and Xonects shall terminate. Notwithstanding, any outstanding payment obligations by the Client to Xonects shall remain in effect and continue to be owed by the Client to Xonects.

1. Intellectual Property Rights

Unless explicitly mentioned otherwise, the Website, encompassing all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in any format (“Content”) and the trademarks, service marks, and logos contained therein (“Marks”), are exclusively owned and managed by Xonects. They are protected by copyright and trademark laws, in addition to any other applicable intellectual property laws or regulations of Australia, foreign jurisdictions, and international conventions. The Content and Marks are made available “As-Is” solely for your personal use and information. Any use of the Website’s Content or Marks for commercial purposes, except as expressly permitted in this Agreement, necessitates prior written permission from Xonects. All rights to the Website, Content, and Marks are reserved by Xonects.

2. Ownership of Materials

Irrespective of Xonects’ ownership of Submissions (as explained in Paragraph 4, “Client Feedback”), all design and original source files created on the Client’s behalf (“Projects”) are the property of the Client. The Client retains sole ownership of the copyright for all Projects. In the event of any legal operation making Xonects the owner of a Project, in whole or part, instead of the Client, Xonects assigns its entire interest in the Project to the Client irrevocably and perpetually, without any limitations. The Client guarantees that all materials provided to Xonects as examples or material for incorporation into a project during the design process are owned by the Client and do not infringe upon or misappropriate any third party’s rights, including but not limited to all intellectual property rights and any right of publicity. Xonects retains the right to publicly share the Client’s design work (e.g., on social media or the website) unless agreed otherwise as stated in section 18 of this document.

3. Third-Party Fonts

If any Project incorporates fonts not owned by Xonects that require a commercial license for the Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Xonects will notify the Client in writing that one or more Third-Party Fonts have been incorporated into the Project. The Client will then be required to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third-Party Fonts to legally reproduce, distribute, or publicly display the Project. The notice will include adequate information for the Client to identify the required licenses and the contact details for purchasing them. Provided that Xonects has notified the Client about the incorporation of Third-Party Fonts as described above, the Client assumes full responsibility for any consequences resulting from the Client’s failure to purchase the required licenses for any Third-Party Fonts incorporated into a Project.

4. User Representations

By using the Website, the Client represents and warrants that they have the legal capacity and agree to comply with these Terms of Use, are not a minor in their jurisdiction, will not access the Website through automated or non-human means, will not use the Website for any illegal or unauthorized purpose, and will not violate any applicable law or regulation.

5. Prohibited Activities

The Client shall not access or use the Website for any purpose other than that for which the Website is intended. The Website may not be used for commercial purposes except for those related to the work performed by Xonects on behalf of the Client. Additionally, the Client agrees to refrain from:

• Making unauthorized use of the Website
• Retrieving data or content for the purpose of creating or compiling a database or directory
• Circumventing, disabling, or interfering with security-related features on the Website
• Engaging in unauthorized framing or linking of the Website
• Deceiving, defrauding, or misleading Xonects or other users
• Disrupting or creating an undue burden on the Website or Xonects’ networks or servers
• Using the Website to compete with Xonects
• Deciphering, decompiling, disassembling, or reverse engineering any software comprising or making up a part of the Website
• Bypassing any measures on the Website designed to prevent or restrict access
• Harassing, annoying, intimidating, or threatening Xonects’ employees, independent contractors, or agents providing services through the Website
• Deleting the copyright or other rights notice from any Content
• Copying or adapting the Website’s software
• Uploading or transmitting viruses, Trojan horses, or other material that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations, or maintenance of the Website
• Uploading or transmitting material that acts as a passive or active information collection or transmission mechanism
• Disparaging, tarnishing, or otherwise harming Xonects
• Using the Website in a manner inconsistent with applicable laws, statutes, or regulations.

6. Client Feedback

The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a “Submission”) shall be the sole property of Xonects. Xonects is under no obligation to keep a Submission confidential or to ensure its confidentiality. Xonects shall be the sole and exclusive owner of all rights related to the Submission, except to the extent that rights are granted to the Client under Paragraph 2 (“Ownership of Materials”). Xonects may use and disseminate a Submission for any lawful purpose without permission, acknowledgment, or compensation to the Client, at its sole and unrestricted discretion. The Client affirms that they have the right to articulate and present the Submission and hereby waives all claims and recourse against Xonects for its use of the Submission in accordance with the terms herein and at its sole discretion thereafter.

7. Management and Oversight

Xonects reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to violations or any applicable law, statute, or regulation. Xonects further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website, at its sole discretion, without notice or liability to the Client. All decisions concerning the management of the Website are at Xonects’ sole discretion and are designed to protect Xonects’ rights and property.

8. Privacy Policy

By using the Website, the Client agrees to be bound by and abide by the Privacy Policy and its specific terms, which are adopted and incorporated herein. The Website is hosted in Australia. Accessing the Website from outside Australia may subject the Client to different laws, statutes, or regulations governing personal data collection, use, or disclosure. The Client’s continued use of the Website and transfer of data to Australia constitutes their express consent to the transfer and processing of data in Australia. Xonects does not knowingly accept or solicit information from individuals under the age of 18. In accordance with Australia’s Privacy Act, upon receiving actual knowledge that an individual under the age of 13 has provided personally identifiable information to Xonects without parental consent, Xonects shall delete that information as soon as reasonably practicable.

9. Returns and Refunds

Xonects reserves the right to deny refunds at its sole discretion and without notice or liability to the Client. Refund requests are assessed on a case-by-case basis. If the Client requests a refund during the first month of use, all materials produced by Xonects are owned by the company and are prohibited from being used by the Client in any way. If a refund is deemed appropriate, a 25% fee will be assigned to the remaining billable period. Xonects reserves the right to take appropriate legal actions against the Client for breach of this paragraph.

10. Modification

Xonects reserves the right to change, alter, modify, amend, or remove any content on the Website for any reason at its sole discretion. Xonects also reserves the right to modify or discontinue all or part of the Website without notice and without liability to the Client.

11. Connection Interruptions

Xonects does not guarantee or warrant that the Website will be available and accessible at all times. Issues with hardware, software, or other items may result in interruptions, delays, or errors beyond Xonects’ control. The Client agrees that Xonects shall not be liable for any loss, damage, or inconvenience caused by the Client’s inability to access or use the Website during any interruption in the connection or service.

12. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia, without regard to conflict of law principles.

13. Litigation

Any legal action shall be brought in the state courts of New South Wales, Australia, or in the Federal Court of Australia. The parties consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and any similar international laws are excluded from these Terms of Use.

14. Disclaimer

The Website is provided on an “As-Is,” “As-Available” basis. The Client agrees that their use of the Website and Services is at their sole risk. Xonects disclaims all warranties, express or implied, concerning the Website and the Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Xonects makes no warranties or representations about the accuracy or completeness of the Website or any content thereon, or content of any websites linked to the Website. Xonects assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Xonects’ secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Website by any third party, and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available through the Website. Xonects does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website, or any website or mobile application featured in any advertising.

15. Limitations of Liability and Indemnification

Xonects and its directors, employees, members, independent contractors, or agents shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures, or other damages or losses arising from the Client’s use of the Website. The Client agrees to defend, indemnify, and hold harmless Xonects and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Xonects reserves the right, at the Client’s expense, to assume control and defense of any matter for which the Client shall be required to indemnify Xonects hereunder. The Client agrees to cooperate with the defense of such claims.

16. User Data

The Client is solely responsible for all data transmitted to or related to any activity undertaken using the Website. Xonects shall have no liability to the Client for any loss or corruption of such data, and the Client hereby waives any right of action against Xonects from any such loss or corruption.

17. Electronic Communications, Transactions, and Signatures

The Client consents to receive electronic communications from Xonects and agrees that all agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. The Client hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by Xonects or through the Website. The Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

18. Showcasing Design Work

Xonects reserves the right to share design work on digital channels, including social media, the website, etc., unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and Xonects, which would void Xonects’ right to share or discuss the Client’s work publicly.

19. Referrals

Referral tracking and payouts are managed through our third-party partner, Rewardful.com.

20. Miscellaneous

These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Xonects. Failure of Xonects to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or enforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy, or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment, or agency relationship between the Client and Xonects.

20. Contact Information

For any questions or complaints regarding the Website, please contact Xonects at: hello@xonects.com.au.