LetterXchange Terms of Service

Terms of Service

Last updated: Oct 5th, 2020

Introduction

Welcome to Studio Xolo LLC (“Company”, “we”, “our”, “us”)! As you have just clicked our Terms of Service, please pause, grab a cup of coffee and carefully read the following pages. It will take you approximately 20 minutes.

These Terms of Service (“Terms”) govern your use of our web pages located at https://www.letterxchange.com (hereinafter referred to as “Service”) operated by Studio Xolo LLC.

Our Privacy Policy also governs the use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages. Please read it here https://www.letterxchange.com/privacy.

Your agreement with us includes these Terms and our Privacy Policy (“Agreements”). You acknowledge that you have read and understood the Agreements, and agree to be bound by them.

If you do not agree with (or cannot comply with) the Agreements, then you may not use the Service, but please let us know by emailing at support@letterxchange.com so we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use our Service.

Thank you for being responsible.

About LetterXchange

LetterXchange is a marketplace that allows third-party sellers to list and sell their assets, and to connect, communicate, and transact with buyers. The actual contract for sale of assets is directly between the seller and the buyer. LetterXchange does not own, create, sell, resell, provide, control, offer, or deliver listings or the assets contained therein. LetterXchange is neither the buyer nor the seller on the seller’s assets. The seller is responsible for the sale of their assets and for dealing with any buyer claims or any other issue arising out of or in connection with the contract between the buyer and the seller.

Accounts

When you create an Account to use our Service, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or your account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. Users are permitted to use their account only and are expressly prohibited from providing third parties with access to a User’s account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar, indecent or obscene.

By registering an Account with us, Users warrant and represent they have the full power and legal authority to execute the Agreements. If a User is making this representation on behalf of a business entity or third party, the User warrants that he or she has actual authority to act as an agent of that business entity and third party and have the right and ability to agree to the Terms on behalf of that third party or business entity.

Sellers represent and warrant they have full unencumbered title to the Assets to be sold through Service.

Buyers represent and warrant they have sufficient funds to complete the purchase of any Assets in which they make an offer to purchase.

Buyer and Seller represent they are not subject to any voluntary or involuntary petition or proceeding under any bankruptcy, reorganization, insolvency, or similar law relating to the relief of creditors or debtors.

We reserve the right to refuse Service, terminate Accounts, remove or edit content, or cancel orders in our sole discretion.

Communications

By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing us at support@letterxchange.com.

Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for Content that you post on or through Service, including its legality, reliability, and appropriateness.

By posting Content on or through Service, You represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post or display on or through Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through Service. By posting Content using Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through Service. You agree that this license includes the right for us to make your Content available to other users of Service, who may also use your Content subject to these Terms. However, we take no responsibility for the potential violation of the Terms by other users of Service.

Company has the right but not the obligation to monitor and edit all Content provided by users.

In addition, Content found on or through this Service are the property of Company or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

Intellectual Property

Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Company and its licensors. Service is protected by copyright, trademark, and other laws of the United States. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Company.

Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to dmca@letterxchange.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.

DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
identification of the URL or other specific location on Service where the material that you claim is infringing is located;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our Copyright Agent via email at dmca@letterxchange.com.

Prohibited Uses

You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service:

In any way that violates any applicable national or international law or regulation.
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.
In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.

Additionally, you agree not to:

Use Service if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using Service, or are a person with whom transactions are prohibited under economic or trade sanctions.
Take any action that may undermine the feedback or ratings systems.
Transfer your Account (including Feedback) to another party without our consent.
Infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to Company. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Company or someone else.
Infringe any Intellectual Property Rights that belong to third parties affected by your use of Service or post content that does not belong to you.
Use Service in any manner that could disable, overburden, damage, or impair Service or interfere with any other party’s use of Service, including their ability to engage in real time activities through Service.
Use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access Service for any purpose, including monitoring or copying any of the material on Service.
Use any manual process to monitor or copy any of the material on Service or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of Service.
Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which Service is stored, or any server, computer, or database connected to Service.
Attack Service via a denial-of-service attack or a distributed denial-of-service attack.
Take any action that may damage or falsify Company rating.
Otherwise attempt to interfere with the proper working of Service.
In any manner that is not permitted under these Terms.

No Use By Minors

Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Company, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of Service.

Listing Rules

The following assets may be listed for sale on LetterXchange:

All detail and reference to files contained in a website or an application, including but not limited to, the HTML, the code base, other source code, the mailing list, logos, images, music, animation, films and other media, licenses and other works associated with the website or the application;
Any rights and obligations under or in relation to an agreement with a third party relating to assets which may include, but is not limited to hosting agreements, payment provider agreements, affiliate agreements and seller agreements;
A brand name relating to a business, including any registered trademarks specified in the listing;
Any records;
All rights to a domain name;
Any other documented asset including inventory or other agreement critical to the sale and ongoing concern of a business, including legal agreements, employment agreement, leasing agreements and other agreements; and
Any other particulars specified as being sold as part of a listing.

When you create a listing, you will be asked to provide complete and accurate information about your asset, including, but not limited to a business description and current and historical financial data. You are responsible for your listing and keeping your listing information up to date at all times. You will also be asked to set an asking price for your assets. Please be aware that LetterXchange may, in its sole discretion, prevent you from listing your asset for sale, or suspend an existing listing, if it considers that a price set is unreasonable or not aligned with market value, or it considers that information contained in the listing is inaccurate or incomplete.

You warrant and represent to LetterXchange and to each buyer that:

You own the asset or are entitled to sell the asset;
You are the owner of all intellectual property rights, including but not limited to copyright, patent, trademark, designs whether registered or not and throughout the world and all other rights, title and interest in the asset;
The asset is transferable to a buyer; and
Any and all agreements with third parties are transferable to the Buyer.

You must not create a listing for an asset which is:

Is obscene, vulgar and/or deemed by LetterXchange to be offensive;
Contains material which infringes the rights of a third party or which assists others to infringe the rights of a third party;
Is engaged in activities which contravenes law of any territory; or
LetterXchange deems inappropriate or in breach of these Terms.

A buyer may purchase a listed asset simply by clicking the "Buy" button. By clicking "Buy", a buyer commits to buying the listed asset.

A buyer may make a bid on a listed asset by clicking "Make a bid" button. If you are a buyer and have made a bid, you acknowledge and agree that should the seller accept that bid, you are committing to purchase the asset and may be required to pay for it. If you are a seller and have accepted a bid, you acknowledge and agree that you are committing to sell the listed asset to the buyer. LetterXchange is not an auctioneer, a seller conducts an auction on their own behalf.

A buyer is responsible for reading the full item listing before making a bid or committing to buy.

LetterXchange does not transfer legal ownership of assets from the seller to the buyer.

Fees

Company reserves the right to change the listing fee and/or success fee at any time and will provide users with adequate notice of those changes before they become effective.

Listing Fee

There is no fee for listing an asset for sale.

Listings do not expire. Seller may delete a listing or account at any time by emailing support@letterxchange.com. We reserve the right to remove listings that violate the Terms.

Success Fee

If Seller successfully sells listed assets to a Buyer who becomes aware of the listing and/or connects or engages with Seller via Service, Seller agrees to pay Company a success fee of 10% of the total transaction value or final sale price paid by the Buyer for the listed assets (including any applicable taxes). The Success Fee is non-negotiable and non-refundable, and is due and payable upon closing of the transaction.

Seller must conduct all inquiries into and discussions about listed assets, through the Service unless expressly authorized by Company. Seller must not circumvent Company. If Seller makes or accepts payment for a listed asset, Company is entitled to a Success Fee. If Company is unable to recover its Success Fee from the Seller, the Buyer is liable to pay the Success Fee.

Payment processing

Company is not an escrow service and does not hold property on behalf of any person. Company is not a payment provider. For the purposes of facilitating a transaction, any and all payment processing services through or in connection with use of Service are provided to users by one or more independent third-party service provider, as appropriate. Users consent and authorize Company to share any information and payment instructions to be provided with any third-party service provider(s).

Error Reporting and Feedback

You may contact us directly at support@letterxchange.com with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that:

You shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback.
Company may have development ideas similar to the Feedback.
Feedback does not contain confidential information or proprietary information from you or any third party.
Company is not under any obligation of confidentiality with respect to the Feedback.

In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by Company.

Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

YOU ACKNOWLEDGE AND AGREE THAT STUDIO XOLO LLC SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.

Disclaimer Of Warranty

THESE SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation Of Liability

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnity

You agree to indemnify and hold Company and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including legal fees) arising out of or in connection with:

Your use of the Service or assets obtained as a result.
Your breach or violation of any of these Terms.
Company's use of your content.
Your violation of the rights of any third party, including another seller or buyer.

You agree to hold Company, its principals, officers, directors, brokers, agents, servants, employees and assigns harmless from any misrepresentations made by you.

Termination

We may terminate or suspend your account and bar access to Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms.

If you wish to terminate your account, you may simply discontinue using Service.

All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Governing Law

These Terms shall be governed and construed in accordance with the laws of State of New Jersey without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between you and us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.

Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached Terms, for any failure or delay in fulfilling or performing any part of Terms when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation:

Acts of God.
Flood, fire, earthquake, or explosion.
War, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest.
Government order or law.
Actions, embargoes, or blockades in effect on or after the date of Terms.
Action by any governmental authority.
National or regional emergency.
Strikes, labor stoppages or slowdowns, or other industrial disturbances.

The party suffering a Force Majeure event shall give prompt notice to the other party, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure event are minimized.

Legal Disputes

All claims and disputes arising under or relating to Agreements shall be resolved exclusively through final and binding arbitration in the state of New Jersey. An award of arbitration may be confirmed in a court of competent jurisdiction.

Changes To Service

We reserve the right to withdraw or amend our Service, and any service or material we provide via Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.

Amendments To Terms

We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Service.

Waiver And Severability

No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.

If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.

Acknowledgement

BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.

Contact Us

Please send your feedback, comments, requests for technical support:

By email: support@letterxchange.com.