Terms of Use

WEBSITE TERMS OF USE

Last updated: July 2018

These Website Terms of Use, together with any separate agreement under which we provide products, services, or access to you, are governed and interpreted in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.

1. INTRODUCTION AND ACCEPTANCE

This website, together with its related mobile websites, applications, functions, and digital services, is referred to in these Terms as the “Site.”

The Site is owned and operated by XTBM Hong Kong Limited through exlecticlocal.com. References to the “Company,” “we,” “our,” or “us” mean XTBM Hong Kong Limited.

These Website Terms of Use apply whenever you visit, browse, access, register with, or otherwise use the Site.

Purchases made through the Site are also subject to the applicable Terms of Purchase published on the relevant Company website. The Terms of Purchase are incorporated into these Terms by reference.

Our Privacy Notice also applies to your use of the Site and is incorporated into these Terms by reference.

We make the Site and its available information, tools, features, products, and services available to you on the condition that you accept these Terms.

By continuing to access or use the Site, you confirm that you have read, understood, and agreed to be bound by these Terms.

Do not access or use the Site if you do not agree with any part of these Terms.

IMPORTANT NOTICE

Please read these Terms carefully before using the Site. You should also review our Privacy Notice, Terms of Purchase, and any other policy or agreement referred to in these Terms.

By using the Site, you accept these Terms, including the arbitration agreement and any applicable class-action waiver referred to in the Dispute Resolution section.

2. ACCURACY OF INFORMATION PROVIDED BY YOU

You confirm that all information, materials, and data you provide through the Site or through another communication channel are truthful, accurate, complete, and current.

You are responsible for reviewing and correcting your information whenever it changes or becomes inaccurate.

The Company may rely on the information you submit when processing transactions, managing accounts, communicating with you, or providing services.

3. PERSONAL INFORMATION AND PRIVACY

Our Privacy Notice describes how the Company collects, stores, uses, transfers, discloses, and otherwise processes personal information.

The current Privacy Notice is available through:

http://www.exlecticlocal.com

By using the Site or communicating with the Company by email, telephone, online form, or another method, you consent to the processing of your personal information in accordance with the Privacy Notice.

4. OWNERSHIP OF SITE MATERIALS

Unless expressly stated otherwise, all materials made available through the Site belong to the Company, its licensors, or its authorized content providers.

Protected materials may include, without limitation:

• Written content
• Page designs and layouts
• Graphics and illustrations
• Company and product logos
• Icons
• Photographs and other images
• Audio and video clips
• Downloadable materials
• User interfaces
• Databases
• Source code and object code
• Software
• The selection, arrangement, and presentation of Site materials

These materials are protected by copyright, trademark, database, intellectual-property, and other applicable laws.

No ownership interest in Site content is transferred to you merely because you access, view, copy, download, or print it.

5. LIMITED PERMISSION TO USE THE SITE

Subject to your compliance with these Terms, the Company grants you a personal, limited, non-exclusive, non-transferable, and revocable right to access and use the Site.

Unless a specific page states otherwise, you may view, download, copy, or print selected Site content solely for your own lawful, personal, and non-commercial purposes.

Any copy must retain all copyright notices, trademarks, ownership statements, and other proprietary notices included in the original material.

The Company, its licensors, and its content providers retain all ownership and intellectual-property rights in the Site and its content.

The permission granted under this section may be withdrawn by the Company at any time.

6. PROHIBITED ACTIVITIES

You must not use the Site or its content in any manner that is unlawful, unauthorized, harmful, competitive with the Company, or inconsistent with these Terms.

Prohibited conduct includes, but is not limited to, the following.

Commercial or competitive use

You may not download, reproduce, extract, or otherwise use Site content:

• To compete with the Company
• For the commercial benefit of another retailer, seller, vendor, or third party
• To create or enhance a competing product, service, database, or website
• For resale or redistribution without written authorization

Unauthorized copying, linking, or framing

You may not:

• Cache substantial portions of the Site without authorization
• Create unauthorized links that misrepresent a relationship with the Company
• Frame or mirror any Site page or content
• Display Site materials within another website or application without written permission

Modification and redistribution

Unless expressly authorized, you must not:

• Alter or adapt Site content
• Distribute or transmit Site materials
• Publicly perform or broadcast content
• Republish or upload Site materials elsewhere
• License or sublicense content
• Reverse engineer software or technical features
• Sell, assign, or transfer Site content
• Produce derivative works from Site content, products, or services

This restriction also applies to content belonging to another person that you do not have the legal right to use or distribute.

Malicious software and harmful code

You must not upload, introduce, transmit, or distribute:

• Viruses
• Trojan horses
• Worms
• Malware
• Corrupted files
• Destructive scripts
• Computer code intended to interrupt, damage, monitor, or restrict a computer, device, network, system, or service

Automated collection and surveillance

You must not use hardware, software, automated tools, or other methods to secretly intercept, extract, monitor, or collect information from the Site.

This includes the unauthorized use of:

• Web scrapers
• Crawlers
• Bots
• Robots
• Spiders
• Data-mining systems
• Data-extraction tools
• Automated account-creation tools
• Technologies designed to obtain system data or personal information

Interference with Site operation

You must not take any action that:

• Places an unreasonable or disproportionately heavy demand on the Company’s infrastructure
• Damages, disrupts, overloads, or impairs the Site
• Interferes with another user’s access
• Attempts to bypass rate limits, security systems, or technical controls
• Restricts or prevents the proper operation of the Company’s networks or systems

7. ACCESS COSTS, DEVICES, AND SECURITY CONTROLS

You are responsible for arranging your own access to the Site.

Your internet provider, mobile carrier, or another third party may charge fees for internet access, mobile data, airtime, equipment, or related services. The Company is not responsible for those charges.

You must provide and maintain the devices, software, connections, and other equipment required to use the Site.

You may not avoid, disable, defeat, interfere with, or attempt to bypass any security measure or access restriction implemented on the Site.

Unauthorized access or use, including unauthorized activity involving your account or device, will immediately terminate the permission granted to you under these Terms.

8. SUSPENSION AND TERMINATION OF ACCESS

The Company may, at its discretion and to the extent permitted by law:

• Reject or cancel a Site registration
• Suspend or close an account
• Remove a user from the Site
• Refuse access to any person
• Limit access to a feature, service, or section of the Site
• Temporarily or permanently terminate Site access

Such action may be taken at any time and, where legally permitted, without prior notice.

The Company does not warrant that your use of Site content will be free from claims made by third parties that are not affiliated with us.

Ending your access does not limit or waive any other legal or equitable right or remedy available to the Company.

9. MATERIALS SUBMITTED BY USERS

You are solely responsible for content that you submit, upload, post, transmit, publish, or otherwise make available through the Site.

Your responsibility includes the content’s:

• Legality
• Accuracy
• Reliability
• Appropriateness
• Originality
• Ownership
• Copyright status
• Compliance with third-party rights

You must not submit content that is:

• Confidential or proprietary without authorization
• Invasive of another person’s privacy or publicity rights
• Infringing of copyright, trademark, or another intellectual-property right
• Illegal or harmful
• Threatening or intimidating
• False, misleading, or fraudulent
• Libelous or defamatory
• Obscene, vulgar, or profane
• Abusive or harassing
• Hateful or discriminatory
• Racially, ethnically, or otherwise objectionable
• Likely to encourage criminal conduct
• Likely to create civil liability
• Otherwise contrary to applicable law

You may not submit content using a false email address or false identity.

You must not impersonate another person, organization, or entity or misrepresent the source, authorship, or origin of submitted content.

10. RIGHTS GRANTED IN SUBMITTED CONTENT

Personal information is handled under our Privacy Notice.

For other material that you submit, post, upload, publish, or make available through the Site, you grant the Company a:

• Perpetual
• Irrevocable
• Non-terminable
• Worldwide
• Transferable
• Royalty-free
• Non-exclusive

license to use the submitted content.

This license permits the Company to:

• Copy and reproduce the content
• Store and distribute it
• Display it publicly
• Publish or communicate it
• Edit, adapt, or modify it
• Produce derivative works
• Sublicense any or all of these rights
• Use the content through any current or future form of media

Submitted content will not be treated as confidential unless the Company expressly agrees otherwise in writing.

By submitting content, you represent and promise that:

a. You own the content or possess all rights and permissions needed to grant the license described above;

b. The content does not contain text, photographs, music, video, trademarks, or other material for which you lack the required rights;

c. The Company may exercise the granted rights without obtaining further permission from you or another person;

d. The Company is not required to compensate or credit you or any other person for exercising those rights.

11. THIRD-PARTY LINKS AND RESOURCES

The Site may include links to websites, applications, platforms, or resources operated by businesses or individuals that are independent of the Company.

These links are offered only for convenience and to provide additional access to information or services.

The Company does not control and is not responsible for third-party:

• Content
• Advertising
• Products
• Services
• Security measures
• Availability
• Terms and conditions
• Privacy practices

A link appearing on the Site does not mean that the Company recommends, approves, sponsors, or endorses the linked website, its operator, or its content.

Different legal terms and privacy policies may apply when you use an external website.

To the fullest extent permitted by law, the Company is not responsible for any damage, loss, cost, or liability allegedly or actually resulting from access to, reliance on, or use of a linked website, resource, product, or service.

12. DISCLAIMER OF WARRANTIES

Except where these Terms, the Terms of Purchase, or another applicable agreement expressly state otherwise, and to the maximum extent permitted by law, the Company makes no representation, promise, condition, or warranty concerning:

• The Site
• Site content
• Products or services offered through the Site
• The accuracy or completeness of available information
• Merchantability
• Quality
• Suitability
• Fitness for a particular purpose
• Non-infringement
• Warranties arising from prior dealings or course of performance

You access and use the Site entirely at your own risk.

The Site and all related products, services, materials, tools, and information are supplied on an “as is” and “as available” basis.

The Company may restrict, suspend, or terminate access to the Site, or to any feature or section of it, at any time.

The Company does not guarantee that:

• The Site will always remain available
• Access will be uninterrupted
• All functions will operate without error
• Defects will be corrected
• The Site or its servers will be secure
• The Site will be free from viruses or harmful components
• Information will always be correct, sufficient, useful, timely, reliable, or complete

Any content you download is obtained at your own judgment and risk.

You are responsible for damage to a computer, mobile device, system, network, or data that results from downloading or using Site content.

Advice, information, or statements obtained through the Site do not create a warranty unless expressly stated in a written agreement issued by the Company.

Some jurisdictions restrict or prohibit the exclusion of certain warranties. Where those laws apply, part or all of this section may not apply to you.

13. LIMITATION OF LIABILITY

You accept full responsibility for:

• Your access to and use of the Site
• Communications with third parties
• Decisions made in reliance on Site information
• Products and services purchased through the Company Sites
• Your use, handling, or possession of those products and services

You acknowledge that information transmitted through the internet may not always be secure and could be accessed or intercepted by unauthorized parties.

You also acknowledge that the Site is provided without a separate access charge and that your use of it is at your own risk.

To the fullest extent permitted by applicable law, including applicable consumer-protection law, the Company and its licensors, suppliers, contractors, and third-party content providers, collectively referred to as the “Company Parties,” will not be liable for direct, indirect, exemplary, punitive, incidental, special, consequential, or similar loss arising from or connected with:

a. The Site or any external site accessed through it;

b. An action taken or not taken in response to a communication submitted to the Company;

c. A product or service offered, supplied, purchased, or used through a Company Site, including any alleged product-related injury or liability;

d. A delay, disruption, or inability to access the Site;

e. Information, products, or services promoted or obtained through the Site;

f. The editing, moderation, rejection, removal, or deletion of user content;

g. Any other use or inability to use the Site.

This limitation applies regardless of whether a claim is based on contract, tort, negligence, strict liability, product liability, statute, or another legal theory, even when a Company Party has been informed that loss may occur.

You are responsible for independently assessing the accuracy, completeness, relevance, and usefulness of opinions, recommendations, and other materials found on the Site or through a linked resource.

This disclaimer includes loss arising from:

• Failure of performance
• Errors or omissions
• Service interruptions
• Content deletion
• Technical defects
• Transmission delays
• Computer viruses
• File corruption
• Communication-line failures
• Network or system outages
• Lost profits
• Theft or destruction of records
• Unauthorized access to information
• Alteration, loss, or misuse of data
• Other tangible or intangible loss

The Company Parties are not responsible for unlawful, offensive, or defamatory conduct committed by another Site user.

Where legally permitted, your remedy for dissatisfaction with the Site or a dispute concerning its operation is to stop using the Site.

14. TIME LIMIT FOR CLAIMS

To the extent permitted by applicable law, any cause of action arising from or relating to the Site must be commenced within one year after the claim first arose.

A claim not brought within that period will be permanently barred.

Certain jurisdictions do not permit limitations on implied warranties or the exclusion of incidental or consequential loss. In those jurisdictions, some or all of the limitations contained in these Terms may not apply.

15. INDEMNIFICATION

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company Parties from claims, fines, penalties, liabilities, losses, damages, expenses, and costs, including reasonable legal and expert fees, arising from:

• Your breach of these Website Terms of Use
• Your breach of the Terms of Purchase
• Fraud committed by you
• Your intentional misconduct or gross negligence
• Your violation of applicable law
• Your infringement or violation of another person’s rights

The Company Parties may control the defense and management of any matter covered by this indemnity.

You may not settle such a claim without first obtaining written approval from the relevant Company Parties.

16. ELECTRONIC COMMUNICATIONS

When you use the Site, complete an online form, or email the Company, you are communicating electronically.

You agree that the Company may send communications connected with the Site, your account, or your transactions by:

• Email
• Electronic message
• Notices posted on the Site
• Other legally permitted electronic methods

You agree that electronic agreements, notices, disclosures, and communications satisfy any legal requirement that the relevant information be provided in writing.

A notice intended for a customer will be regarded as sent and effective when transmitted to the email address supplied by that customer through a Company Site, subject to applicable law.

17. USER POSTS AND SITE MESSAGES

The Site may allow users to submit messages, reviews, comments, posts, or other materials.

The Company is not obligated to pre-screen or continuously review user-generated content.

The Company assumes no responsibility for user content merely because that content is submitted or displayed through the Site.

At its discretion, the Company may:

• Monitor user content
• Refuse to publish content
• Restrict its visibility
• Edit or remove content
• Preserve content where legally required

18. TRADEMARKS, COPYRIGHT, AND BRAND MATERIALS

Names, logos, service marks, trademarks, and other brand identifiers displayed through the Site are collectively referred to as the “Marks.”

Marks may belong to the Company, its licensors, its content providers, or another rights holder.

You may not use a Mark without prior written permission from the relevant owner.

Prohibited uses include using Marks:

• As metadata
• In meta tags
• In keywords intended to mislead users
• On another website or application
• In advertising or promotional materials
• In a manner suggesting an unauthorized association with the Company

You may not use framing methods or similar technology to surround or display Site content without the Company’s prior written consent.

You must not place Site content in hidden text, metadata, or other concealed website elements without written authorization.

All software and other content available on or through the Site remain protected under applicable copyright, trademark, and intellectual-property laws.

19. REPORTING INTELLECTUAL-PROPERTY INFRINGEMENT

The Company respects the intellectual-property rights of others and expects Site users to do the same.

The Company maintains a policy under which repeat copyright infringers may have their access or accounts terminated when appropriate.

If you believe that content available through the Site infringes your copyright or another intellectual-property right, submit a written notice containing:

a. A physical or electronic signature from the rights owner or an individual authorized to act on that owner’s behalf;

b. A description of the copyrighted work or intellectual property claimed to have been infringed;

c. Where multiple works on one website are covered by the same notice, a representative list of those works;

d. Identification of the allegedly infringing material or activity;

e. Sufficient information to allow the Company to locate the relevant material on the Site;

f. Your postal address, telephone number, and available email address;

g. A statement confirming your good-faith belief that the disputed use has not been authorized by the rights owner, the owner’s agent, or applicable law;

h. A statement, made under penalty of perjury, confirming that the information in the notice is accurate and that you are the rights owner or are authorized to represent the owner.

Notices may be sent to the Company’s intellectual-property contact at:

support@exlecticlocal.com

The Company may update this contact information without sending individual notice. Current contact information will be published on the Site.

20. CONTINUING EFFECT OF CERTAIN TERMS

Any provision that, by its nature or wording, is intended to continue after access ends will remain effective following expiration, suspension, or termination of these Terms.

This includes provisions concerning ownership, licenses, disclaimers, liability limitations, indemnification, dispute resolution, and any other continuing obligation.

21. EVENTS OUTSIDE THE COMPANY’S CONTROL

The Company will not be responsible for failing or being delayed in performing an obligation under these Terms or the Terms of Purchase when performance is prevented or delayed by circumstances outside its reasonable control.

Such circumstances may include:

• Severe weather
• Natural disasters
• Acts of God
• War or armed conflict
• Terrorism
• Insurrection or rebellion
• Riots or civil disorder
• Quarantine restrictions
• Embargoes
• Labor strikes or industrial disputes
• Government measures
• Transportation interruptions
• Other comparable events beyond the Company’s reasonable control

Performance will be excused only to the extent and for the period affected by the relevant event.

22. RISK OF LOSS

Products ordered through the Site may be shipped under a shipment contract using an independent third-party carrier.

Subject to mandatory consumer law, ownership and risk of loss pass to you when the Company delivers the relevant products to the carrier.

23. DISPUTE RESOLUTION AND ARBITRATION

By accessing or using the Site, you agree to the following dispute-resolution procedure.

Any dispute, controversy, difference, or claim arising from or relating to these Terms, including a dispute concerning their:

• Existence
• Formation
• Validity
• Interpretation
• Scope
• Performance
• Breach
• Enforcement
• Termination

or any related non-contractual obligation shall be referred to and finally resolved through arbitration.

The arbitration shall be conducted under the UNCITRAL Arbitration Rules in effect when the Notice of Arbitration is submitted.

The law governing the arbitration agreement shall be the law of the Hong Kong Special Administrative Region of the People’s Republic of China.

The legal seat and place of arbitration shall be Hong Kong.

The tribunal shall consist of one arbitrator.

The Hong Kong International Arbitration Centre, also known as HKIAC, shall act as the appointing authority for the arbitrator.

The arbitration shall be conducted in English.

24. SEVERABILITY AND INTERPRETATION

If a provision of these Terms or the Terms of Purchase is held to be illegal, invalid, void, or unenforceable, the relevant provision shall be interpreted as closely as possible to reflect the original intention of the parties.

Where the provision cannot be preserved through interpretation, it will be separated from the remaining Terms.

The invalidity of one provision will not affect the validity or enforceability of the remaining provisions.

Section titles and headings are included only for convenience and do not change or restrict the interpretation of any clause.

25. GOVERNING LAW AND COURT JURISDICTION

These Website Terms of Use, the Terms of Purchase, and the relationship between you and the Company are governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, without giving effect to conflict-of-law rules that would require the application of another jurisdiction’s law.

For any dispute that is not required to be resolved through arbitration, you and the Company agree to submit to the jurisdiction of the courts of Hong Kong.

26. FAILURE TO ENFORCE

If the Company does not immediately act in response to a violation of these Terms or the Terms of Purchase, that delay or failure will not waive its right to act later.

It will also not waive the Company’s rights regarding another, continuing, subsequent, or similar violation.

The Company is not required to identify, investigate, or take action against every suspected breach.

27. LOCAL LEGAL COMPLIANCE

The Site may not be appropriate or legally available in every country or region.

Do not use the Site when its content or operation is prohibited by the law that applies where you are located.

You are responsible for understanding and complying with the laws and regulations of your own jurisdiction.

28. NO THIRD-PARTY BENEFICIARIES

Except where these Terms or the Terms of Purchase expressly provide otherwise, no person or entity that is not a party to the agreement will have a right to enforce it or receive a benefit under it.

29. CHANGES TO THESE TERMS

The Company may revise, remove, replace, or add to any portion of these Terms at its discretion by publishing an updated version on the Site.

You may not unilaterally amend these Terms.

You are responsible for reviewing the Site periodically to identify changes.

Continued use of the Site after revised Terms are posted constitutes acceptance of those revisions.

30. ASSIGNMENT

You may not assign, transfer, delegate, or otherwise dispose of these Terms, the Terms of Purchase, or any related right, benefit, or obligation without the Company’s prior written consent.

The Company may withhold consent at its discretion.

An attempted assignment that does not comply with this section is void.

The Company may assign or transfer all or part of these Terms or the Terms of Purchase to another person or entity at its discretion.

31. COMPLETE AGREEMENT

These Terms contain the complete agreement between you and the Company regarding access to and use of the Site.

They replace previous or simultaneous discussions, representations, communications, proposals, and understandings concerning the same subject, whether oral or written.

These Terms apply only to the extent permitted by applicable law.

32. ADDITIONAL PRODUCT OR SERVICE TERMS

A specific product, promotion, feature, or service may be subject to additional terms, referred to as “Additional Terms.”

Where both these Website Terms of Use and Additional Terms apply, the Additional Terms will take priority in the event of an inconsistency, unless the Additional Terms expressly state otherwise.

33. PRINTED AND ELECTRONIC COPIES

A printed copy of these Terms or of an electronic communication connected with the Site may be admitted in a judicial, administrative, arbitration, or regulatory proceeding to the same extent and under the same conditions as other business records originally created and maintained in printed form.

34. CONTACT INFORMATION

Questions or comments about the Site or these Website Terms of Use may be sent to:

support@exlecticlocal.com

Company name:

XTBM Hong Kong Limited

Registered address:

Room 1505, 15/F
Yu Sung Boon Building
107–111 Des Voeux Road Central
Hong Kong

IMPORTANT NOTICE:

The registered address above is not a return address.

Do not send products or return parcels to this location. Any authorized return must be sent only in accordance with the return instructions provided by our customer-support team.

35. FINAL GOVERNING-LAW STATEMENT

These Website Terms of Use, the Terms of Service, and any separate agreement under which the Company provides products or services shall be governed by and interpreted in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.