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Terms of Service

Terms of Service

Date of Last Revision: June 23, 2023.

1. Acceptance of Terms.

1.1 Terms. XWIDE, LLC. (“XWIDE,” “we,” or “our”) provides Services (as defined below) to you (“you,” “your,” or “Merchant”) through our website at www.xwidellc.com (“Site”) and the XWIDE Platform (app.xwide, software, WMS, “Dashboard”), subject to these Terms of Service, the Policies (“Policies”), and the Pricing and Billing policies (“Fees”), all of which are incorporated by reference (collectively, the “Agreement”).

1.2 Acceptance. By accepting this Agreement either by clicking through on our Site or by accessing or using the Services, you acknowledge that you have read, understood, and have the legal capacity or authority to agree to be bound by this Agreement. The terms of your Order (as defined below) shall not modify this Agreement.

1.3 Changes. XWIDE may change these Terms of Service, the Policies and Fees from time to time at its discretion. Any changes to these Terms of Service are effective immediately upon publication on our website or ten (10) days after we post to the XWIDE Platform or send you email notification of such changes (“Notice”). All changes to you in regards to GRI or surcharges charged by Carriers shall be effective fifteen (15) days after we provide Notice.  All other changes to existing Fees shall be effective thirty (30) days after we provide Notice. Your use of the Services thereafter shall constitute full acceptance of any revisions or changes to this Agreement or the Fees. If any change to the Terms of Service, Policies, or Fees are unacceptable to you, your only remedy is to stop using the Services and send a cancellation email to support@xwidellc.com.

2. Registration.

You must register for the Services. As part of the registration process, you will identify an administrative username and password for your account (“Account”) on the XWIDE Platform (as defined below) and you may create additional standard users (each with a user password).

3. Services.

XWIDE offers comprehensive services for businesses looking to expand in e-commerce, specifically through Amazon. Services includes but not limited to below stated services. Service agreements will contain a curated services for each customers.

  • Brand Identity Development
  • Trademark Registration
  • Amazon Account Setup
  • Amazon Brand Registry
  • Amazon Storefront Creation
  • Access to SellWIDE Catalogue
  • Product Analysis
  • Product Sourcing Management
  • Product Manufacturing & Quality Check
  • Brand Content Creation
  • Optimized Listing Creation
  • A+ Content Creation
  • Launch and Marketing Strategy Development
  • Amazon PPC & Promotion Management
  • Amazon Ad Campaign Optimization
  • Inventory Management & Fulfillment
  • Ongoing Support & Optimization

3. Private Label Service Options

Option 1: Private Label Service with Customer Owned Brand

  • If the customer purchased this option of service; XWIDE provide services to create products under customers’ own brand name. All trademarks associated with these products will be registered with the United States Patent and Trademark Office (USPTO) under customer name. XWIDE only uses customer brand and trademarks to provide the services agreed upon and does not claim any ownership.

Option 2: Private Label with XWIDE Brand

  • This service option includes the service that products are created under the XWIDE brand, which holds all trademarks and branding rights. Customers receive a special selling authorization while the service agreement is active. Upon termination of the agreement, all rights related to the brand and trademarks will revert to XWIDE.

4. Force Majeure.

XWIDE shall not be liable for any failure or delay in performance hereunder which may be due, in whole or in part, to fire, explosion, earthquake, storm, flood, drought, or other adverse weather condition, accident, casualty, breakdown of machinery or facilities, strike, lockout, combination of workmen or other labor difficulties (from whatever cause arising, and whether or not the demands of the employees are reasonable or within XWIDE’s power to grant), war, civil disturbance, acts of terrorism, insurrection, riot, act of God or the public enemy, law, act, order, proclamation, decree, regulation, ordinance, instruction or request of Government or other public authorities, judgment or decree of a court of competent jurisdiction, delay or failure of Carriers, shippers or contractors, labor shortage or inability to obtain transportation, equipment, operating materials, plant equipment or materials required for our performance, curtailment or suspension of operations to remedy or avoid an actual or alleged violation or violations of Federal, State or local law, as may be in effect from time to time during the Agreement period, or any contingency or delay or failure or cause of any nature beyond the reasonable control of XWIDE, whether or not of the kind hereinabove specified and whether or not any such contingency is presently occurring or occurs in the future. XWIDE shall give notice of any force majeure event as soon as reasonably practicable by giving notice to your administrative email account.

  • 5. Termination.
  • Both parties  have the right to terminate this Agreement at any time, provided CUSTOMER does not have a balance due and owing (other than any amounts subject to a good faith dispute) by sending a termination request to info@xwidellc..com. Subject to earlier termination as provided below, XWIDE may terminate, at its discretion and without cause, this Agreement (or its facilitation of the shipments of Goods or its Services hereunder) at any time by providing thirty (30) days prior notice to the administrative email address associated with CUSTOMER Account. In addition to any other remedies we may have, XWIDE may also terminate this Agreement upon thirty (30) days’ notice (or ten (10) days’ notice in the case of nonpayment) if CUSTOMER  breached any of the terms or conditions of this Agreement. The termination of this Agreement shall also constitute a termination of any related agreements and services. XWIDE reserves the right to immediately modify, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof) if CUSTOMER is in breach of this Agreement. All of Your Content or data on XWIDE platforms (if any) may be permanently deleted by XWIDE upon any termination of CUSTOMER account in XWIDE’s sole discretion. However, all rights to payment and all other Sections which by their terms are intended to survive shall survive termination or expiration of this Agreement.
  • Upon termination, all rights granted under Option 2 will revert to XWIDE. For Option 1, you retain all your intellectual property rights.
  • 6. Claims

Timing of Claims: Claims for alleged overcharge or undercharge shall be filed with the appropriate party within one (1) month of the date of XWIDE’s invoice. Claims against XWIDE by CUSTOMER for damages arising under this Agreement shall be filed within one (1) month from the incident giving rise to such claim. Claims by either party beyond such date shall be deemed invalid.

7. Fees and Payments

Fees for services are based on the service package selected and will be outlined in the service agreement. Payment terms are specified in the individual contracts and must be adhered to strictly.

8. Limitation of Liability

A. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN AGREEMENT, TORT, BY STATUTE OR OTHERWISE) SHALL XWIDE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, OR LOST DATA. FOR AVOIDANCE OF DOUBT, XWIDE IS NOT LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE GOODS DAMAGE CAP OR THE AGGREGATE LIABILITY CAP SET FORTH BELOW, WHICHEVER IS THE LESSER AMOUNT.

B. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to CUSTOMER. IN THESE STATES, XWIDE’s LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW UNDER THE TERMS OF THIS AGREEMENT.

9. Insurance, Damage and Loss of Goods:

CUSTOMER AGREE THAT THE GOODS STORED OR WAREHOUSED BY XWIDE ARE NOT INSURED AGAINST LOSS OR DAMAGE BY XWIDE. CUSTOMER IS SOLELY RESPONSIBLE FOR OBTAINING INSURANCE COVERAGE FOR THE GOODS, AND INSURANCE IS AVAILABLE AT YOUR SOLE COST AND EXPENSE. NOTWITHSTANDING YOUR PURCHASE OF INSURANCE COVERAGE, IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF GOODS (“GOODS LOSS”) FOR WHICH XWIDE IS OR MAYBE LEGALLY LIABLE, CUSTOMER AGREES THAT XWIDE’S LIABILITY SHALL NOT EXCEED THE GOODS DAMAGE CAP SET FORTH BELOW. FOR INSURANCE TO APPLY TO YOUR CLAIM, YOU MUST PURCHASE THE INSURANCE PRIOR TO THE GOODS LOSS. XWIDE DOES NOT REPRESENT, WARRANT, OR GUARANTY THAT INSURANCE WILL COVER ALL OR A PORTION OF CUSTOMER’S GOODS LOSS. XWIDE SHALL NOT BE RESPONSIBLE OR LIABLE IF INSURANCE COVERAGE IS NOT AFFORDED FOR THE GOODS LOSS OR IF COVERAGE IS DENIED. THE DECISION TO PURCHASE INSURANCE AND ITS EXPENSE IS CUSTOMERS ALONE. ALL SUCH INSURANCE IS PROVIDED BY THOSE THIRD-PARTY INSURANCE CARRIERS OR BROKERS YOU MAY SELECT. XWIDE DOES NOT AND WILL NOT SELL INSURANCE AND SHALL NOT BE DEEMED AN INSURANCE PROVIDER.

10. EXCLUSIVE REMEDY 

THE GOODS DAMAGE FORTH IN THIS SECTION SHALL BE CUSTOMER SOLE AND EXCLUSIVE REMEDY AGAINST XWIDE FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE, AND/OR DESTRUCTION OF GOODS, AND SHALL APPLY TO ALL CLAIMS, INCLUDING GOODS SHORTAGE OR ANY OTHER CLAIMS RELATING TO THE SERVICES (INCLUDING CONVERSION OR THEFT CLAIMS).

IN ANY EVENT, XWIDE’S MAXIMUM AGGREGATE LIABILITY TO YOU, NOTWITHSTANDING THE NATURE OR GROUNDS FOR ALL CLAIMS, INCLUDING THE BREACH OF THIS AGREEMENT BY XWIDE SHALL NOT EXCEED $2,000 FOR ANY CLAIMS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT AND THE PARTIES RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

11. Indemnification
CUSTOMER shall defend, indemnify, and hold harmless XWIDE from and against any claims, actions or demands, liabilities (including court costs and attorney’s fees), tax obligations, fines, and penalties, including without limitation reasonable legal and accounting fees and expenses, arising or resulting from: (a) CUSTOMER breach of this Agreement; (b) any of CUSTOMER’S Content; (c) CUSTOMER’S negligence, fault, omissions, or willful misconduct; (d) CUSTOMER’S fraud or misrepresentation in connection with the Services or with CUSTOMER’S access, contribution to, or use of the Services; (e) any product liability claim arising from use of CUSTOMER’S Goods; or (f) CUSTOMER’S misuse of the Services (“Claims”). XWIDE shall provide notice to CUSTOMER of any Claim. XWIDE reserves the right to assume the exclusive defense and control of any third-party Claims which are subject to indemnification under this Section. In such cases, CUSTOMER agrees to cooperate with any reasonable requests assisting XWIDE’s defense of such Claim. This indemnity shall include, without limitations, all Claims in tort, contract, by statute or otherwise, including Claims for personal injury (including death) and actual or tangible property damage.

12. Confidentially

CUSTOMER acknowledge that he/she may receive materials and information from XWIDE, that are considered by such entity to be proprietary and confidential, including information relating to the software (XWIDE using, WMS etc), Goods, volume, customers, pricing, procedures, processes, technical specifications, designs, computer code, software applications and related documentation, and technology. CUSTOMER agree that all such materials and information acquired or obtained by CUSTOMER hereunder shall be held in confidence, protected with the same degree of care that CUSTOMER employ for the protection of its own confidential and proprietary information of a similar nature (not less than reasonable care), and CUSTOMER shall not reveal or disclose any such information without XWIDE’s prior written consent other than as expressly permitted by this Agreement. CUSTOMER shall not have any obligation, however, to preserve the confidentiality of any such materials and information to the limited extent that it: (a) is in the public domain or generally available to the public; (b) was in the possession of or disclosed to CUSTOMER prior to the date hereof, free of any obligation to keep the same confidential; (c) is lawfully acquired by CUSTOMER from a third party under no obligation of confidentiality to the other Party; or (d) is required to be disclosed by CUSTOMER under law or court order, provided, however, that CUSTOMER shall give prompt written notice thereof to XWIDE (where permitted by law). CUSTOMER agrees and acknowledges that a monetary remedy for a breach of this Section may be inadequate and that such breach may cause XWIDE irrevocable harm. In the event of a breach, XWIDE will be entitled, without the posting of a bond and in addition to any monetary damage it may subsequently prove, to seek temporary and permanent injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions. This Section supersedes and supplants any and all prior agreements between the Parties regarding confidential information and/or confidentiality, including, but not limited to, any nondisclosure agreements executed between the Parties. The provisions of this Section shall survive the termination of this Agreement.

13. Assignment.

CUSTOMER may not assign or transfer this Agreement without the prior written consent of XWIDE, but XWIDE may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement is binding upon, and will insure to the benefit of, the successors and permitted assigns of the parties.

14. Miscellaneous.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect, and enforceable. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, representations, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Except as specifically set forth in this Agreement, the terms of this Agreement shall take precedence over any contrary or conflicting terms in any other agreement. The failure of XWIDE to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. CUSTOMER acknowledges that this Agreement is a contract between CUSTOMER and XWIDE, even though it is electronic and is not physically signed by CUSTOMER and XWIDE, and it governs CUSTOMER’s use of the Services. No agency, partnership, joint venture, or employment is created as a result of this Agreement and CUSTOMER does not have any authority of any kind to bind XWIDE in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement or otherwise, the substantially prevailing party will be entitled to recover its costs, expenses and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

15. Governing Law, Venue, Jurisdiction

This Agreement and all Claims or disputes between the parties shall be governed by the laws of the State of New Jersey without regard to its conflicts of law provisions. The UN Convention on the International Sale of Goods shall not apply. All Claims, lawsuits, causes of action, and disputes between us shall be exclusively brought in the State or Federal Court located in New Jersey. The parties submit to the exclusive personal jurisdiction and venue of these courts.

16. Notices

Any and all notices regarding this agreement shall be delivered via email, in person, or via certified mail. All costs related to the sending of such notification will be the responsibility of the sender. Any sent notifications should be delivered to the addresses below.