Terms of Service

Ximplify Terms of Service Agreement

Effective as of: January 01, 2024

 

Thank you for reviewing this Terms of Service Agreement (“ToS” or “Agreement”, as further defined below). You must agree to this Agreement if you’re going to use the Ximplify cloud software or any of the Ximplify services we offer here or our other applications.

 

This Agreement, prepared by our legal team, is legally binding. Simplified summaries are provided for convenience, but the Agreement's terms prevail. We sincerely thank you for choosing Ximplify solutions.

 

Welcome to Ximplify cloud software, an online service provided by Hivelabs Technologies Corporation. This Agreement outlines our responsibilities as your service provider and your obligations as a User. Users must be 21 or older to access this software.

 

IT IS IMPORTANT THAT YOU READ THIS AGREEMENT CAREFULLY.

 

1. ACCEPTANCE OF TERMS
These Terms govern your use of our Online Services. By creating an account, accessing, or using the Services, you agree to these Terms. If you are acting on behalf of another person (e.g., a company), you confirm that you are authorized to agree to these Terms on their behalf and that they are bound by these Terms.
b. If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
c. You must be 21 years or older for you to use this Service.

 

2. CHANGES TO TERMS
We may update these Terms at any time by emailing you or posting a notice on our website. Changes take effect on the date specified in the notice. You are responsible for staying informed of the latest Terms. By continuing to use the Service after the changes take effect, you agree to the revised Terms.

 

3. DEFINITION OF TERMS.
“Confidential Information” means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Ximplify Software. Your Confidential Information includes the Data.

“Data” means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service, including prospect’s data.

“Fees” means the applicable fees set out on our pricing page on the Website or as agreed otherwise in writing between you and us, as may be updated from time to time.

“Force Majeure” means an event that is beyond the reasonable control of a party, excluding:

an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
a lack of funds for any reason, Including and similar words do not imply any limit.
“Intellectual Property Rights” includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. 

“Intellectual Property” has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

“Prospect Privacy Policy” means our prospect privacy policy available from time to time on the Website.

“Objectionable” includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

“User(s)” means any Business Owner, Authorized User, or other Person who visits, accesses, or uses Ximpify or the Services.  

“Support” means any technical support and assistance we provide to Users.

“Business Owner” means any Person who maintains an account with us through which that Person or its Authorized Users access Ximplify or use the Services.

“Additional User(s)” means Persons, other than a Business Owner’s employees, such as independent contractors or agents of the Business Owner, who are authorized to access certain parts of Ximplify on behalf of the Business Owner.

“Person" includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

“Prospect” refers to the companies you sell to. personal information means information about an identifiable, living person. personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

“Sales Tax” means goods and services tax, value added tax, sales tax or equivalent tax payable under any applicable law.

“Service” or “Services” means the services having the core functionality described on the Ximplify website, as the website is updated from time to time.

“Start Date” means the date that you sign up and/or set up an account.

“Ximplify” means the software solutions and applications owned by us (and our licensors) that are used to provide the Service.

“Taxes” means all applicable taxes, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future, including Sales Tax.

“Terms” means these terms titled Ximplify Subscriber terms of use together with the Subscriber Privacy Policy.

Underlying Systems means the Ximplify, IT solutions, applications, systems and networks (including software) used to provide the Service, including any third party solutions, systems and networks.

“Company”, “We”,” us” or “our” means the company Hivelabs Technologies Corp. and the our service brand “Ximplify” which is a business unit.

“Website” means the internet site at https://ximplify.it or such other site notified to you by us.

“Year”, “Annual”, means a 12-month period starting on the Start Date or the annual anniversary of that date.

“You” or “your” means you or, both you and the other person on whose behalf you are acting.

 

4. PROVISION OF THE SERVICE

4.1. We shall use reasonable efforts to provide the Service:

In accordance with these Terms, and in compliance with the Laws of the Philippine

Exercising reasonable care, skill and diligence; and

Using suitably skilled, experienced and qualified staff.

4.2. License Grant.

The Company grants you a non-exclusive, non-transferable limited license to use Ximplify, the Services, and related resources for your business in accordance with this Agreement. You agree not to infringe on our intellectual property rights or the intellectual property rights of any third parties with whom we have business relationships, and you will comply with the terms of any applicable license agreements.

There is nothing in these Terms that prevents us from providing the Service to any other person, and/or partnering with other parties.

4.3. Service Availability.

As stated herein, we shall use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to allow maintenance or other enhancements / developments activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website advance details of any unavailability.

4.4. Additional Users

If you authorize users (“Additional Users”) to access and use certain parts of Ximplify on your behalf, they will have access to your account information and may have the ability to perform various tasks depending on the access level. If you administer your account on behalf of a business, you represent and warrant that you have the right to provide access to your Additional Users.

4.5. Changes to Ximplify

We may, without notice or liability, add, discontinue, or revise any aspect, mode or design of Ximplify or the Services, such as the scope of the Services, time of service, or to the software/hardware required for access to Ximplify or the Services. We may also limit the geographic locations or jurisdictions where certain Services may be available.

4.6. Limited Remedies

Should there be a failure or error, omission, defect, deficiency, delay causing downtime, or inability to access Ximplify or the Services for any length of time, including as a result of the permanent termination of Service, you acknowledge and agree that, to the fullest extent permitted by applicable Law and except as otherwise expressly set out in this Agreement, your only remedy for any error, omission, defect, deficiency, delay or other failure of Ximplify or the Services whatsoever is to discontinue using Ximplify and the Services.

4.7. Information You Provide

You assume sole responsibility for, and you will ensure that any information, data, documents, or materials used, disclosed, entered into, uploaded to or created using Ximplify or in connection with the Services is accurate, reliable and complete and does not violate our guidelines. We accept no responsibility for the accuracy of any information, data, documents, or materials, entered into or created using Ximplify or the Services except as otherwise set out herein. The input, posting or uploading of any information to Ximplify and the storage of any information, data, documents or materials in Ximplify by us does not constitute our endorsement or warranty as to the compliance of such information or materials with applicable Law, or to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.

4.8. Consent to Monitoring

You authorize us, our service providers and their vendors and subcontractors to monitor your account and your use of Ximplify and the Services.

4.9. Compliance with Privacy & Data Security Laws

You represent and warrant that you have obtained all required consents and you comply with all applicable Laws, including, without limitation, all privacy Laws, in connection with any use and disclosure of information relating to your use of Ximplify and the Services.

While using the Services, we may also collect information from you about someone else. If you provide us with personal information about someone else, you are obligated to ensure that you are authorized to disclose that information to us, and that we, without further action, may collect, use, and disclose that information for the purposes described in our Privacy Policy. For example, you are responsible for obtaining any necessary consents needed to allow us to transfer any personal information uploaded to Ximplify or used in connection with the Services to the Philippines.

Ximplify may ask that you assist with any requests by Persons, whose information you’ve disclosed to us, to access or update their information, and you agree to do so.

 

5. CONDITIONS OF USAGE

5.1. Registration

By creating or accessing a XIMPLIFY account, including by signing in with a third-party service or partner, you agree, represent and warrant that you will provide us with true, current, complete and accurate information requested in the registration form and from time to time in connection with your use of XIMPLIFY or the Services. You agree that you are not opening an account or using our Services on behalf of another individual or third party.  

You also will select a username and password. You are responsible for keeping your username, password, account details, and all information required in connection with your use of XIMPLIFY or the Services (ex. employee information if you use XIMPLIFY Payroll) confidential and up to date.

You and your Authorized Users are responsible for maintaining the confidentiality and security of usernames, passwords, and other access credentials that allow the use of XIMPLIFY and access to the Services. You understand and agree that you are liable for unauthorized use of your account.

Some of our Additional Services require you to provide your physical business address (the location where your business operates) to comply with customer identification regulations. Please be aware that P.O. boxes are not accepted and may lead to the suspension of your account.

5.2. Authorization

If you are registering for a XIMPLIFY account on behalf of a business, but you are not the business owner, then you represent and warrant that you have been authorized and directed by your business's principals to open the account, that you have shared all usernames, passwords and access credentials with other Authorized Users in your business, and that you have provided us with the business contact information of at least one other individual associated with the business. If you leave the business and your business’s principal contacts us, then we may be required to provide access to the XIMPLIFY account. You agree to hold harmless and release the XIMPLIFY Parties from any liability if we do so.

5.3. Unauthorized Activity

You are entirely responsible for any activities that occur under your XIMPLIFY account. You agree to notify us immediately of any unauthorized access to or use of your account. You understand and agree that you are liable for unauthorized use of your XIMPLIFY account. You agree to hold harmless and release the XIMPLIFY Parties from any loss or liability whatsoever that you may incur as a result of someone other than you, using your username, password or account, either with or without your knowledge. You agree to indemnify the XIMPLIFY Parties for any damages, third-party claims, or liabilities whatsoever that the XIMPLIFY Parties may incur as a result of activities that occur on or through your XIMPLIFY account, whether or not you were directly or personally responsible.

5.4. Use of Service with Medical or Health Information

If you intend to use the Service, any Additional Services, or content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that XIMPLIFY makes no representations or warranties of any kind with respect to any health, medical, and/or insurance agencies, that none of the Service or Additional Services provided by XIMPLIFY under this Agreement are ready or compliant, that the Service or Additional Services provided by XIMPLIFY under this Agreement will not assist with or ensure compliance, and that you are solely responsible for using the Service, Additional Services, and content in a manner consistent with all applicable private and/or government agencies and any privacy laws relating to insurance, medical or health information.

 

6. Online Access to Banking Institutions, Payment Gateways, and Other Services.

Certain online services (including access to online banking, online payments, online invoicing, digitization, storage of receipts, certain payroll related services, and other online services related to the use of Ximplify) are provided by financial institutions and other third-party service providers and not by us. You agree to hold harmless and release the Ximplify Parties from any liability relating to your use of such online services. Your access to and conditions of use of such services may be limited in accordance with the terms of use published by such third-party service providers. You represent and warrant that you have the right to provide us with usernames, passwords, personal information, and other access credentials which we may require to access any third-party services or accounts in connection with the Services.

Ximplify does not provide professional accounting services or financial advice. Unless expressly stated to the contrary, Ximplify does not pre-qualify, review, or endorse anyone and we provide no representation or warranty as to anyone’s  background, reputation, character, qualifications, skills, insurance, work product, services, advice, recommendations or quality. If you use a third party for assistance, you acknowledge that you are doing so at your own risk and hereby agree to release and hold the Ximplify Parties harmless from any loss or liability you incur arising from your use of the third party.

 

7. SOFTWARE NOTICE.

In the event that a User is required to use software in connection with Ximplify or the Services, they will be unable to use and access such software unless they first agree to the terms of service agreement relating to such software. Use of any such software is governed by this Agreement and applicable license agreement by us.

 

8. COPYRIGHTS, TRADEMARKS, AND INTELLECTUAL PROPERTY.

Ximplify and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities, and software that make up Ximplify and the Services. The technical procedures, processes, concepts, and methods of operation that are inherent within Ximplify constitute are proprietary and confidential to Ximplify. The usage of Ximplify or our Services does not constitute a sale or transfer of any intellectual property rights to any Users. Without any prejudice to the foregoing, your data, information, and other content you provide to us or input using Ximplify and the Services remains exclusively yours. Any Business Owner information or data entered using Ximplify or otherwise provided for accessing Ximplify on behalf of a Business Owner remains the property of the Business Owner. You hereby grant to Ximplify, which Ximplify hereby accepts, a worldwide, perpetual, royalty free, nonexclusive right and license to use all data, information and content provided in connection with your use of Ximplify and the Services for any uses that are reasonably related to the delivery of Ximplify or the Services.

Materials on and relating to Ximplify, including the content of Ximplify and any software downloaded from Ximplify, are protected by copyright, trademark, and other intellectual property Laws. Ximplify reserves all rights in and to such materials. You will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer, or copy the Services or any of the materials or software or any part of Ximplify or any content therefrom without Ximplify’s express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to Ximplify.

Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a User of the Services. Your use of screenshots is subject to the following:

  • No screenshot may be used from any beta version of Ximplify unless it has been commercially released to the public;
  • The use is for illustrative purposes;
  • The use may not imply any endorsement by or affiliation with Ximplify;
  • The screenshot does not contain any commentary which may appear to have been attributable to us;
  • The screenshot does not contain any third-party content; and
  • The use does not violate this Agreement.

Ximplify has rights to several trademarks which it uses in connection with the operation of Ximplify or the Services. Ximplify does not grant any Users any right or license to use the Ximplify trademarks or any logo, trade name or other intellectual property other than as expressly set out in this Agreement or in another license between you and us.

 

9. PROHIBITED USE.

You may only access the information stored using Ximplify or the Services for lawful purposes. You may not use Ximplify, the Services, or any such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to civil liability, criminal liability, or both.

You shall not publish, post, upload, distribute, provide, or enter any material or information that is illegal, unlawful or could reasonably be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or that any reasonable individual would consider objectionable on grounds of good conscience.

No User may use any means to restrict or prevent another User from accessing or enjoying Ximplify.

You are not permitted to upload information or other content to Ximplify that you reasonably ought to know infringes on the intellectual property rights of others, or that places unnecessary load so as to affect the performances of Ximplify, the Services or our systems and equipment. You may not use Ximplify and the Services in a manner which could block access to, impair, damage, or otherwise disable Ximplify or any of our servers or other equipment. You may not attempt to gain unauthorized access to Ximplify or to any other Business Owner’s accounts, computer systems or networks through any means such as password mining, keystroke logging or hacking. You shall not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable Laws.

You may not lease, sell, pledge, sublicense, assign or otherwise deal with Ximplify or the software belonging to Ximplify in a manner that is inconsistent with our intellectual property rights in and to Ximplify and the software.

You may not promote any commercial interest, falsify, or delete any information on Ximplify, collect personal information without express authority to do so, violate any applicable Laws, create a false identity, or utilize Ximplify under false pretenses.

You are not permitted to open an account or use our Services on behalf of a third party.

 

10. PRIVACY AND SECURITY.

10 1. Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood, and accepted our Privacy Policy.

10.2. Ximplify’s Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

If you discover a security-related issue, you agree to inform us of the issue immediately by contacting the Ximplify Support at support@ximplify.it or other Ximplify Support Channels (chat, phone, etc). You also agree not to disclose the issue until Ximplify has addressed it, unless otherwise required by applicable Law.

10.3. Security Breach

Subject to your obligations of confidentiality or a duty to restrict dissemination of proprietary information arising from third party relationships or as otherwise imposed by Law, you will promptly notify us upon learning of any suspected or actual security breach, unauthorized disclosure, compromise of privacy involving Cardholder Data or the actual loss or theft of any such personal information.

10.4. Cardholder Data

We are not responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by our third-party payment gateway and banking institution partners on your behalf. It is observed that this data only be used in anticipated ways and stored in appropriate places which is facilitated by our third-party payment facilities partners and banking institutions.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN XIMPLIFY, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e., where our third-party payment and banking partners explicitly requests such data be entered into such fields).

Appropriate fields are clearly marked with labels such as ‘card number’ or by having a credit card icon precede them. For clarity, it is not permissible to store Cardholder Data in fields with labels such as ‘memo’ or ‘note’. You assume all responsibility for any Cardholder Data entered into Ximplify in violation of this Agreement.

Any issue arising regarding Cardholder, must be directly communicated to our third-party partner providers thru their support communication channels. We, however, as Service Provider, may bridge or forward the issue or concern to our third-party partners, provided that You reported the issue or concern to our support channels.

 

11. OWNERSHIP AND DISCLOSURE OF INFORMATION.

You own all of your business’s private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Services and Ximplify. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:

For the purposes of fraud prevention and law enforcement;

  • To comply with any legal, governmental or regulatory requirement;
  • To our lawyers in connection with any legal proceedings; and
  • To comply with a court order.

If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances (where allowed by Law) and if appropriate the right to challenge any such request. Ximplify Privacy Policy sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.

 

12. DATA PROCESSING AND THIRD-PARTY SERVICES.

Since we outsource certain cloud services and information processing to third-party service providers such as Cloud Services, and/or Internet Hosting, you acknowledge that we may store or process your information outside the Philippines, such countries are Singapore and United States. Therefore, your information may be available to the government or its agencies under a lawful order. Additionally, some of our employees may have access to your account information to the purpose of account verification and providing support services to you. We do not share personal information except as provided in our Privacy Policy.

 

13. LIMITATION OF LIABILITIES AND DAMAGES.

13.1. Limitation of Liabilities

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND ALL USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE XIMPLIFY PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, OR COSTS OF ANY NATURE OR KIND (COLLECTIVELY, A "CLAIM") WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED IN ANY MANNER WHATSOEVER WITH THIS AGREEMENT OR THE USE, OR INABILITY TO USE, XIMPLIFY OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, (I) THIRD-PARTY SERVICES; (II) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; OR (III) LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS REGARDLESS OF WHETHER ANY SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.

13.2. Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE XIMPLIFY PARTIES BE LIABLE TO YOU, ANY USERS, OR ANY THIRD-PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, XIMPLIFY OR THE SERVICES, EVEN IF THE XIMPLIFY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT OR OTHERWISE. ACCESS TO, AND USE OF, XIMPLIFY AND THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.

OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE XIMPLIFY PARTIES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING XIMPLIFY OR THE SERVICES. WITHOUT LIMITING THE PRECEDING SENTENCE, YOU AND ALL USERS AGREE THAT ANY IMPLIED WARRANTIES SUCH AS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM USE OF XIMPLIFY AND THE SERVICES.

YOU AND THE USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT XIMPLIFY AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND YOU AND THE USERS AGREE TO USE XIMPLIFY, THE SERVICES, ANY THIRD-PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO XIMPLIFY OR THE SERVICES AT YOUR OWN RISK. YOU AND THE USERS AGREE TO DETERMINE THE SUITABILITY OF XIMPLIFY AND SERVICES FOR THE INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING XIMPLIFY AND THE SERVICES.

You agree that the essential purposes of this Agreement may be fulfilled even with these limitations on liabilities. You acknowledge that Ximplify would not be able to offer the Products and Services on an economical basis without these limitations.

 

14. TERMINATION

14.1. Your Right to Terminate

You may terminate your account, this Agreement and your use of Ximplify by following the “Close your Ximplify Account” instructions found on your account page. Upon such termination, you must immediately cease using Ximplify. We may at our option immediately block your access to Ximplify. Your termination of the Service will automatically result in the termination of this Agreement. The Arbitration Provision will survive the termination of this Agreement.

14.2. Our Right to Terminate

Ximplify may terminate your account, this Agreement and your use of Ximplify and the Services at any time and for any reason, with or without notice, if you breach this Agreement or we suspect you of fraud or suspect that your Ximplify account has been compromised in any way.

If you are an entity, Ximplify may also terminate your account, this Agreement and your use of Ximplify, if you:

(i) Become insolvent or admit your inability to pay your debts generally as they become due;

(ii) Become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, which is not fully stayed within ten (10) business days or is not dismissed or vacated within thirty (30) days after filing;

(iii) Are dissolved or liquidated or take any corporate action for such purpose;

(iv) Make a general assignment for the benefit of creditors; or

(v) Have a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of your property or business.

14.3. Termination

If your account is terminated for any reason, you agree:

  • To continue to be bound by this Agreement, including the Arbitration Provision;
  • To immediately stop using the Service;
  • That the license provided under this Agreement will end;
  • That we reserve the right (but have no obligation other than as described in our Privacy Policy) to delete all of your information and data stored on our servers; and
  • That Ximplify will not be liable to you or any third party for termination of access to the Service, deletion of your information or data, or export of your information or data.

14.4 Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement. The Arbitration Provision will survive the termination of this Agreement.

 

15. ELECTRONIC COMMUNICATIONS.

15.1. Electronic Delivery

By accepting this Agreement, you agree and give consent that Ximplify can provide all communications, agreements, documents, notices, and disclosures (collectively, “Communications”), required by Law and other information related to your Ximplify account electronically, by email sent to the address listed in your account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by Law) by posting them on Ximplify.

Communications include, but are not limited to:

  • Agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
  • Annual disclosures;
  • Transaction receipts or confirmations;
  • Communication in relation to risk-related issues or delinquent accounts (which may also be by phone, and may be made by Ximplify or by anyone on its behalf, including a third party collection agent);
  • Account statements and history; and
  • Tax statements.

By accepting this Agreement, you agree and give consent that Ximplify may use your phone number to communicate with you by text message sent to the phone number listed in your account for the purposes of:

  • Sending security codes for multi-factor authentication;
  • Confirming authorized account activity;
  • Protecting the security of your account;
  • Communicating with you regarding a delinquent account; or
  • Other risk-related issues.

You agree to receive these text messages. Message and data rates may apply.

15.2 Effect of Electronic Communications

Electronic Communications have the same legal effect as paper documents. Communications are deemed received within twenty-four (24) hours of being emailed to you or posted on our website. Your electronic signature (e-signature) is equivalent to your physical signature.

By agreeing to this Agreement, you confirm that you can receive, open, and print or download Communications for your records. Please retain copies of Communications as they may not always be available in your Ximplify Account.

15.3. How to Withdraw Your Consent

At any time, You may withdraw your consent to receive electronic Communications, as outlined in our Privacy Policy, by contacting our Customer Support Team. If you choose to withdraw your consent to receive electronic Communications, Ximplify may deny your registration for an account, restrict, or close your account, or charge you additional fees for paper copies.

15.4. Updating Your Contact Information

You are responsible for ensuring your contact information is kept up to date, including, without limitation, your primary email address and phone number. You understand and agree that if Ximplify sends you an electronic Communication but you do not receive it because our record of your primary email address is incorrect, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Ximplify will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails or text messages from senders not listed in your contacts, you must add Ximplify as a contact so that you will be able to receive the Communications we send to you.

You can update your contact information at any time by logging into your Ximplify account and entering your up-to-date information. If your primary email address or phone number becomes invalid such that electronic Communications sent to you by Ximplify are returned, Ximplify may close your account, and you will not be able to transact any activity using your account until we receive a valid, functional primary email address from you.

16.  THIRD PARTY LINKS, APIS, AND CONTENT.

When using Ximplify or the Services, you may be directed to websites maintained by other third-party service providers. In addition, some of the functionality of the Services and Ximplify interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties.

The availability of such third-party services (including their APIs) in connection with Ximplify does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third-party provider or its products or services. If at any point such third-party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third-party services or any of our Services (that are dependent on such third-party services) without providing you with any refund, credit or other compensation. Your only recourse is to terminate your account and cease using Ximplify and the Services.

You acknowledge that such third-party sites and services are completely independent of Ximplify and as we have no control over them, we accept no liability in respect of your use, ability or inability to use any third-party sites or services or the content of such sites or services. You acknowledge that any use of the products and services offered by such third-party services providers (ex. for the purposes of payment processing, direct deposit services, payroll tax return preparation, filing and government remittances) will be at your sole risk. You acknowledge that the use of such third-party service providers and their websites and services is, except where prohibited or modified by applicable Law, subject to the terms, conditions and policies established by the third-party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any liability or loss arising out of your use of, or inability to use, the products and services of third-party service providers whether or not such use is ancillary to your use of Ximplify. If you authorize us to do so, we may grant third parties' access to some or all (depending on the permission you give) of your private data, content and information in your Ximplify account through our own API for use in connection with their services. However, we may at any time in our discretion and without notice to you, discontinue providing our API to such third-party services, without providing you with any refund, credit or other compensation. Your only recourse is to terminate your account, this Agreement and cease using Ximplify and the Services.

 

17. MISCELLANEOUS.

17.1. Governing Law

If you reside in the Philippines, this Agreement shall in all respects be governed by and interpreted, construed, and enforced in accordance with the Laws of the Philippines in which you accepted this Agreement, except as otherwise provided in the Arbitration Provision.

These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of the Philippines. Each party submits to the non-exclusive jurisdiction of the Courts of Philippines in relation to any dispute connected with these Terms or the Service.

17.2 Entire Agreement

Except as otherwise provided in the Arbitration Provision, this Agreement, including any applicable Specific Additional Service Terms, is the entire and exclusive agreement between parties with respect to Ximplify, and it supersedes all previous communications, representations, or agreements, either oral or written, between you and us.

 

18. TERMS OF ADDITIONAL SERVICES.

Your use of certain Additional Services is subject to and governed by additional terms of service (i.e., the Specific Additional Service Terms, noted in the recitals at the beginning of this Agreement). If you use any of the Services listed on our Legal Disclosures page the linked Specific Additional Service Terms apply. In the event such additional or specific terms are inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.