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Explodely LLC 1317 Edgewater Drive Suite #4648 Orlando FL, 32804 United States
These Terms of Use govern the services provided to you ("Supplier" or "you" ) by Explodely (as defined below).
By signing up for our services, or by downloading, installing or otherwise accessing or using the Services (as defined below), you agree that you have read, understand, and accept the terms and conditions described below (the “Terms of Use”). In addition to any other rights or remedies afforded Explodely under or otherwise in connection with this Agreement, you agree and acknowledge that you have read and agree to comply with the following policies which are hereby incorporated by reference into, and made a part of, this Agreement:
- Acceptable Use Policy
- Supplier Terms of Service
- Affiliate Terms of Service
- QuickPay Terms of Service
- Refund Policy
- Privacy Policy
- Cookie Policy
- AML Statement
- DMCA Policy
- Disclaimer
You must accept these Terms of Use if you wish to use these Services (as set forth below), else you may not use them. We will provide these Services to you only if you agree to the Terms of Use.
At times, we may update these Terms of Use. When that occurs, we will change the “Last Updated” date that is at the bottom of this page. Changes will become effective as soon as published. You must always review them and check whether anything has changed. Any new version of the Terms of Use will replace all older versions. If you continue to use our Services after we made changes, it means that you accept these updated Terms of Use. We will resolve disputes occurring under these Terms of Use based on what Terms were when the dispute arose.
If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and start using the Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorised uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
You appoint Explodely.com as your non-exclusive reseller of the Product across all territories and will ensure that Explodely’s status as reseller is reflected on your website in a method agreed with Explodely. You agree to let Explodely display any Product You submit for selling via the Explodely Services. The Products will be made accessible and searchable in the online Marketplace. You will not impose any restrictions or limitations. You agree to open the Product for sale to Buyers and/or the individuals and/or organisations that Endorse the Products listed via the Explodely Marketplace ("Affiliates") at the Retail Price assigned by Explodely after taking Your recommendations into account, along with any relevant sales tax.
These Terms detail the Services that Explodely will provide:
2.1 Creating a supplier account on Explodely’s platform, which you will use to list your Products. The Account will grant you access to the Supplier Dashboard, where you can monitor the sales generated by Explodely as well as the amount owed to the Supplier.
2.2 Providing non-exclusive re-sale of the Product through Explodely Checkout in all countries where Explodely and its payment partners are accepted.
2.3 Order support, product fulfilment, and taking care of everything VAT-related as the Product reseller.
3.1 For every Product sale that has been completed (except for refunds, reversals, and other Chargebacks), Explodely will pay the Supplier the Suggested Retail Price, minus:
(i) any payable Sales Tax;
(ii) the Explodely Discount;
(iii) fees related to Additional Services; and
(iv) any other fees that you may be required to pay as a result of these Terms of Use.
3.2 The Explodely Discount will be determined in the following way:
(i) Bank Transfers: 10% of SRP plus $1.00
(ii) Credit Cards: 10% of SRP plus $1.00
(iii) Crypto: 10% of SRP plus $1.00
3.3 Explodely holds the right, as Merchant of Record, to determine the Product available for Buyers to purchase price or licence fee.
3.4 Sales made by an Explodely affiliate will automatically divide the sales price between the affiliate and the vendor subtracting Explodely's discount. As soon as the sale is completed, monies are deposited to the supplier's and affiliate's accounts, respectively.
Explodely is the company that resells the Product. They will manage all aspects of VAT collection, remittance, and reporting. Explodely shall withhold all applicable fees, taxes, and other amounts from Product's revenues, wherever legally required.
5.1 Throughout the period of these Terms of Use, you are giving Explodely a non-transferable and non-exclusive right and licence:
(i) to provide marketing, promotion, advertising, sales, and easing the access and sales of the Product straight to the Buyers; and
(ii) to gain Product access in order to show it to potential Buyers
5.2 Explodely agrees not to:
(i) changing the Product or creating derivative works based on it;
(ii) integrating the products with other services or software;
(iii) Attempt to decompile, reverse engineer, disassemble, or somehow obtain the Product's source code (where applicable);
(iv) reveal to third parties the outcomes of any bench tests conducted on the Product with no prior written consent from you (where applicable); or
(v) copy, use or sell the Product elsewhere unless as explicitly authorised hereunder.
5.3 You give Explodely a non-exclusive, non-transferable (unless concerning an assignment of these Terms of Use) right to use the Explodely to offer the Services. You also agree not to seek damages from Explodely if proper use of the service violates third party rights. Explodely will not add any extra Explodely, trade names, or service marks to any Product. Explodely will not utilise the Explodely as part of its own Explodely, trade names, service marks, or in any other way that might appear to suggest that Explodely is affiliated with you except as otherwise stated in these Terms of Use.
5.4 With the exception of the rights explicitly stated in clauses 5.2 and 5.3 above, you and your licensees maintain complete ownership of the Product, all associated documents, (including all copyrights, patents, and other exclusive rights), and Explodely will have no rights in or to the Product, other than those clearly stated in these Terms of Use. You will be the sole and exclusive owner of all rights, interests, and titles in and to the Product, including any future developments and improvements. Explodely will not take any action that may have a negative impact on or compromise your ownership of the rights and materials in question.
6.1 Explodely commits to provide Buyers with level one after-sales customer service, including invoicing, refund processing, payment, reconciliation and support at the start of an order.
6.2 You guarantee to give customers further assistance concerning the Product. This extra support will include but is not limited to the technical and/or delivery levels (e.g., Service Level Agreements).
7.1 There is a one-time activation fee of $47.00 that must be paid when a Explodely Supplier’s first product is approved. If your product is not approved, the fee will be refunded.
7.2 Each time a product is resold, Explodely purchases the product from the supplier at the Explodely discount as per 3.2.
7.3 The minimum payment threshold is $250 and there is a 5 unique buyer Minimum Sale Requirement (MSR). Explodely collects a $20 handling fee for all payments issued.
7.4 Payments are made weekly via eCheck/Local Bank Transfer/ SEPA, Wire Transfer, Check, Crypto or Prepaid Debit Card. The method of payment chosen defines the speed at which it is received. Payments sent via Local Bank Transfer will be sent in the Supplier’s local currency. Suppliers understand that payments sent in local currency (other than USD) may incur conversion fees and Explodely cannot guarantee any specific conversion rate and will not be responsible for any charges that occur.
7.5 Explodely is not responsible for any charges associated with the return of transfers.
7.6 A 20% reserve is generally retained for 189 days in order to cover possible refunds or chargebacks. You accept that we may adjust the deposit without prior notice to account for possible increases in customer refunds or chargebacks, as well as every other potential expenditure or fees, or for whatever reason that Explodely deems in its sole discretion is appropriate. You accept that you have no rights to any interest earned on any funds put into your account.
7.7 If you have an EU VAT number, you agree not to issue VAT invoices for services or goods covered by these Terms of Use. You will also let us know if you are no longer VAT registered, you obtain a new VAT number, or if you intend to transfer your business.
7.8 Fees may change with no prior notice and may decrease or increase based on the supplier's account's status.
8.1 Each product sold via the Explodely Marketplace comes with a 60-day, no-hassle money-back guarantee, as per Explodely’s Money Back Guarantee & Refund Policy.
8.2 Explodely may choose to offer a refund after 60 days to avoid fraud or mitigate a chargeback.
8.3 To obtain a refund, customers must create a help desk ticket, send us an email, or call us at the following number: 1-800-111-2233.
8.4 Every chargeback or chargeback alert (CB360) that is received is subject to a $50 fee. RDR fees are currently $75 (A combination of the chargeback fee imposed by the processor + RDR fee imposed by Visa). In order to avoid account suspension and closure, your chargeback rate must stay below 2%.
8.5 You shall pay an extra $10 per chargeback over 2% if your chargeback rate surpasses 2% at any point. This is in addition to our standard chargeback fee. You shall pay an extra $20 for every chargeback that is over 3%. This is in addition to our standard chargeback fee. You shall pay an additional $35 per chargeback over 4% if your chargeback rate is greater than 4% on top of our standard chargeback fee. Finally, if your chargeback rate surpasses 5%, you will be subject to an extra $50 charge for any chargeback over 5%. If you cannot maintain a chargeback rate of less than 2% on a consistent basis, we may cancel your account without warning.
8.6 Kindly keep in mind that the 10% Explodely Discount, as well as the $1.00 per transaction fee, are not eligible for a refund. The supplier will be charged for both as soon as a refund or chargeback are completed.
8.7 Any Explodely account that has a positive balance but has not earned any money for 90 days is regarded as dormant. When an account remains inactive for more than 90 days without generating any income, a charge of $1 is applied per pay period. This charge will increase to $5 per pay period after not generating any revenue for 180 days and $50 per pay period after not generating any income for 365 days.
9.1 We reserve the right, without prejudice, to set off the entire or parts of the liability of the Supplier to us under these Terms of Use against any sums, funds, or other money owed to the Supplier under these Terms of Use, which include:
(i) Chargebacks and refunds liability;
(ii) the number of fines imposed for failure to comply with the Payment Scheme Rules;
(iii) infringement of our Acceptable Use Policy; or
(iv) using our Services in a fraudulent or unlawful manner.
9.2 The Supplier acknowledges and accepts that we may execute our right of set-off under clause 9.1 at any time without prior notice to the Supplier. We will do so regardless of whether the liability is liquidated or unliquidated, present or future, actual or contingent. It is possible that we will convert a liability to be set off at a market rate of exchange if it is expressed in different currencies. If the set-off does not fully repay us for our liability, the Supplier must immediately pay us the difference.
9.3 It should be noted that Explodely is under no obligation to pay any earnings linked with activities or Products that it determines, in its sole judgment, as illegal or fraudulent under any applicable law or regulation, or if it violates Explodely’s Terms.
10.1 Prior to entering the Terms of Use and subsequently upon our request, the Supplier shall disclose information concerning itself and its business. Such information might include the business' financial status and credit score, activities, products, shareholders (and end beneficiaries), and URLs. We occasionally ask for this information, but it may sometimes be asked by our third-party KYC verification partners. In addition, the Supplier declares and indicates in writing that any Supplier Information it supplies to us is accurate and up to date. Furthermore, the Supplier agrees to give us a minimum of five (5) Business Days' written notice in the event of any Supplier Information's material change.
10.2 If the Supplier does not disclose information requested by the Supplier in line with clause 10.1, we have the right to temporarily discontinue the supply of our Services.
10.3 The Supplier must give us the exact URL(s). Subject to our previous written consent, the Supplier may change or add new URL(s). The obligations applicable to current URLs are the same as those applicable to these revised or new URLs (s).
10.4 Every piece of information entered into the Supplier Account must be accurate and complete on the Supplier's part.
11.1 Each Product you register for sale with Explodely Services must be authorised by Explodely before the Product may be sold via Explodely Services. Explodely may, under certain circumstances, ask you to amend your products. Approval or prohibition of your products' sale via the Explodely Services is at the sole discretion of Explodely. Approving or amending your Product does not imply that Explodely endorses your Product or any changes made to it. Explodely is not responsible for any changes made to the Product.
11.2 Each and every Product must be original or have the correct license. Furthermore, all products must be digitally delivered within 24 hours after the sale. Shipped items are not permitted; however, they may be provided as an extra bonus. No Shipped products need to be returned in the case of a refund request.
11.3 Each and every Product sold must not need buyers to purchase any extra services or products in order to be used.
11.4 No Product shall breach or be in violation of any state, local, international, or federal laws or regulations. Products shall not be deceptive or illegal in any way.
11.5 Explodely forbids the distribution of these product types:
i. Services, software, or proprietary content that are not licensed
ii. Sweepstakes or gambling lottery tickets
iii. Any type of adult entertainment such as pornography
iv. Software that has been pirated, as well as pirating tools and spyware
v. Tools or software for hacking, warezing, or spamming
vi. Torrent networks and other types of file-sharing or downloading sites
vii. Accounting, legal, medical, pharmaceutical services, and any other product or service of this kind
viii. Material that promotes or encourages racism, violence, hatred, vengeance, or other forms of criminal conduct
ix. Services or Products for computer-related assistance software; Remote technical, desktop support and repairs
x. Live animals including insects, animal parts, blood, or fluids; Noxious weeds; Prohibited seeds; Plants or other organisms (including product derivatives) in danger of extinction or whose trade is otherwise regulated by law
xi. Charitable Institutions, NGOs
xii. Firearms, Weapons and Knives
xiii. Unsecured loan lenders; Pyramid or Ponzi schemes, matrix programs; "Get rich quick" schemes or multi-level marketing programs where the primary object of sale is solicitation of new distributors rather than the sale of products / services; Quasi-cash; Cash delivery services
xiv. Counterfeit goods / replicas; Illegal/Stolen goods, including digital and virtual goods
xv. Products and/or services that foster unfair, deceptive and abusive acts and practice
xvi. And all products or categories that Explodely chooses to exclude, whether at its discretion or in conjunction with its payment partners
11.6 If you provide any of the prohibited items, your account may be suspended or terminated immediately, and any remaining payment amount owed by Explodely would be forfeited to Explodely.
12.1 Vendors are required to meet specific requirements in order to resell via Explodely. By using Explodely's services, you acknowledge and agree to the following:
i. For communications with Explodely, you agree to give truthful and correct information such as a genuine telephone number, physical address, and email address. To maintain accuracy, you must update your data on a regular basis and make any necessary changes to your account.
ii. In conjunction with the use of the Services, you represent and warrant that you are the owner of each Product and URL, or that you have legal authorisation to act on behalf of the Product owner in the interests of these Terms of Use;
iii. The Product is free of defects and suitable for its intended use.
iv. No other websites or apps other than those specified in the URL(s) shall be used to support the sale of Products through the Services;
v. You will oversee of creating and maintaining the product's sales page, which will include the correct details relating to the product to sell and its price. Any of your advertisements must be truthful and free of any false information, and they must also include necessary legal disclaimers.
vi. A "Thank You" page, or a "Download" page, must also be provided, from which customers may instantly have access to the product they bought or read the information on how to download it without having to look for the product. Explodely, in its position as an advertiser, takes responsibility for providing customers with this page.
vii. Purchasers should have easy access to a help desk link or a support email address to receive assistance for the items they have acquired. You shall offer complete assistance at your expense and respond to all questions within 24 hours, Monday through Friday, except holidays.
viii. You shall give customers simple and clear guidance on how to use the supplied product. You can do so by including training videos, tutorials, a user manual, etc.
ix. You confirm and guarantee that your Product is in compliance with our Acceptable Use Policy. You also guarantee that every transaction complies with all Payment Scheme Rules and relevant laws applicable to the Buyers' countries.
x. You must not use customer payment information to buy items on Explodely, such as: bank account information, account details, expiration dates, credit card or debit card account numbers, or security information. You may be subject to instant termination of this agreement with no prior warning if you try to purchase products on behalf of a customer or use their payment information. Explodely shall not be liable for the termination of the agreement. Customers who provide their own payment information for a product purchased for themselves are exempt from this limitation.
xi. You must have complied with all relevant regulations, statutes, laws, and ordinances and will carry on doing so. This includes the Data Protection Legislation in relation to Buyer data that Explodely has sent to you; and
xii. It is your responsibility to inform Explodely of any legal or regulatory complaints or any complaints threat you may get regarding a Product. This shall be done within two working days of receiving the complaint or threat. Upon Explodely's request, you agree to cooperate with Explodely in implementing any required measures to respond to and/or address such complaints at your own cost and expense.
xiii. With every retail transaction, such as sales or use tax, Explodely shall collect and pay state or local transfer taxes where legally required. In the event that Explodely does not pay local transfer taxes or collect and remit state tax on a transaction, you may be liable to pay those taxes under applicable law when the transaction occurs. You may be obligated to do so due to your current or previous physical interactions with a state. This also includes the "drop ship" delivery provision of the physical Product to a buyer located in a state. To understand whether or not you will be subject to this sort of obligation in any given state, you may choose to speak to a tax consultant. You acknowledge that, in the event that such a duty emerges for a specific state, you will be entirely responsible for paying such tax on time, as well as any penalties or interest that may accrue.
xiv. You agree to abide by all relevant Explodely policies at all times.
12.2 Explodely does not directly evaluate or validate data provided by vendors for completeness, accuracy, efficacy, completeness, or timeliness. As a result, we cannot and do not guarantee the completeness, accuracy, efficacy, completeness, or timeliness of any such information, nor do we accept any duty or obligation in connection with it. All intellectual property rights will be retained by the product manufacturer.
12.3 It is your responsibility to protect and indemnify Explodely, its officers, employees, and directors, as well as users, from and against any liabilities, claims, and penalties (such reasonable legal expenses) emerging from:
(i) any information submitted or accessed by you or anyone using your account while using the Services;
(ii) your infringement of any representation or guarantee or violation of these Terms of Use, or any agreement or other document that you may agree to with a third party;
(iii) any breach by you or inability for you to comply with the applicable laws and regulations related to your use of the Services, whether or not specifically described in this document; and
(iv) any dispute arising out of or relating to the Product.
(v) When Explodely receives notice of a Claim for which it is eligible to indemnification from You, Explodely will give You written notice and the chance to take exclusive responsibility for the settlement or defence of the Claim, as well as sufficient support to defend and settle the Claim at Your own expense; as long as (i) when a settlement imposes a non-monetary obligation on Explodely, as well as an acknowledgement of guilt or wrongdoing on Explodely's part, Explodely's prior written approval would be required (ii) the inability to give prompt notice, support, or control, shall not exempt You from Your indemnification duties; and (iii) Explodely reserves the right to have its counsel present at and taking part in all negotiations or proceedings relevant to a Claim, at Explodely's expense, except if You fail or refuse to promptly retain legal counsel, in which case You will be responsible for all expenditures incurred by Explodely in connection with the use of such counsel.
(vi) Expenses incurred by Explodely in responding to non-claim matters, including DMCA complaints, may be recovered by deducting a reasonable amount from any money due to You by Explodely. The amount will be up to a total of ten thousand dollars ($10,000) per event. Should Explodely experience any loss related to Your breach of Explodely's E-mail/Text Message/Tele Marketing Policy as set out in Section 6 above, Explodely may first recover those losses in excess of any sum owing to you by Explodely subject to a total of twenty thousand dollars ($20,000) per event. You acknowledge that the foregoing remedies are not exhaustive and that Explodely reserves all indemnification rights. You hereby authorise Explodely to make any such deductions and relieve Explodely from any and all liabilities arising out of such deductions.
13.1 Explodely disclaims, as far as the law allows, any warranties, explicit, implied or statutory with relation to the services. Services are offered as-is without restriction and without warranties of any kind, including implied warranties of merchantability or any warranties of performance, fitness for a specific purpose, title and non-infringement. Moreover, Explodely makes no representation or warranties that the service is complete, accurate, up-to-date, reliable, error-free or virus-free or that there will be no interruption of service. The exclusion of implied warranties is not permitted in some jurisdictions; thus, this disclaimer may not be applicable to you.
13.2 Explodely, its service providers, partners, affiliates or any of their respective officers, directors, agents, or employees shall in no way be responsible for any incidental, special, indirect, incidental, punitive, consequential or exemplary damages, regardless of them being foreseeable or unforeseeable, arising out of, or related to, these Terms of Use. This is irrespective of whether either party was made aware of the possibility or probability of these kinds of damages arising or if claims are centred upon or solutions are looked for in contract or tort. Explodely's total (i.e., not per-claim) liability resulting from, in connection with, or linked to these Terms of Use will be capped at $50,000 to the fullest extent permissible by applicable law.
Where any provision of these Terms of Use is deemed by a court of competent jurisdiction to be unlawful or non-enforceable, the Parties shall still agree for the Court to attempt, as provided for in the provisions, to give effect to the intentions of the Parties and the other sections of those Terms of Use continue to be in effect and full force. Neither Explodely's acceptance of a breach of one of these Terms of Use's provisions nor its inability to act in response to a breach of one of these Terms of Use's provisions waives Explodely's right to act in response to future or similar breaches. Additionally, Explodely's omission or delay in exercising or enforcing any right or term of these Terms of Use shall not be construed as a waiver of such right or provision.
Under these Terms of Use, any Confidential Information given by one party to another is considered confidential. Confidential Information received by a party is not to be used, disclosed, or otherwise exploited by the party receiving it. In particular:
15.1 every Party must use the same adequate care in avoiding the publishing or distribution of the other Party's Confidential Information, as it provides to its own Confidential Information of similar kind, which it wishes not to publish or distribute.
15.2 Confidential Information supplied according to these Terms of Use shall be used solely for the purposes of these Terms of Use or the fulfilment of the receiving party's responsibilities hereunder. The receiving party guarantees that it will not utilise the disclosing party's confidential information other than in the process of completing its obligations under this agreement and that it will not utilise this confidential information for its own or any third party's benefit.
15.3 In the event that these Terms of Use are terminated or cancelled, the parties shall still commit not to divulge confidential information. There should be no obligation of either party to protect the other party's confidential information if:
(i) the receiving party legitimately receives information from another party with no confidentiality obligations, or
(ii) the receiving party independently discovers or produces the information without using confidential information, or
(iii) the information is made public by means other than a breach of duty by the receiving party; and
(iv) in addition, confidential information may be disclosed by a receiving party if the data is necessary in accordance with a government agency or law requirement, provided the receiving party gives the disclosing party sufficient notice before the disclosure is made.
16.1 Explodely must ensure that Buyer's security, integrity, and confidentiality as specified in our Privacy Policies at https://explodely.com/legal.html (or other URL that Explodely may sometimes provide) are adequate administrative, technical and physical protection.
16.2 All parties are responsible for adhering to Data Protection Legislation. If any information or data given by one party to the other party is personal data under Data Protection Legislation, the party designated the Data Processor shall:
(i) process both information and data solely in compliance with the Data Controller's instructions.
(ii) not transfer such information and data to a territory or country that is not within the European Economic Area if not in possession of the Data Controller's written consent with the exception of allowed derogations outlined in the GDPR.
(iii) take adequate operational and technical steps to protect such information and data from processing that is either unlawful or unauthorised. The same applies to accidental loss, destruction, or damage to such data and information.
(iv) to refrain from marketing to individuals covered by GDPR but have not given their consent to receive marketing communications.
16.3 Individuals covered by GDPR can ask you to remove, correct, or restrict the processing of personal data. Any data requests you receive from individuals covered by GDPR, or any data requests received by Explodely in relation to data you are processing, must be honoured within 30 days of receipt. You acknowledge that you are responsible for putting in place good systems and processes to meet this requirement.
16.4 By using any of Explodely's service(s), you, the Supplier, give Explodely permission to capture and use the buyer's information to market other related or non-related products and services. Explodely agrees to strictly adhere to all pertinent laws when doing so. Explodely can choose any marketing method when promoting these products or services (via email, postal service, sms or any other method Explodely decides) and can do so as frequently or infrequently as it feels necessary. Whichever method chosen, Explodely agrees to follow all applicable laws and "Best Practices" when doing so.
17.1 These Terms of Use may be terminated by either party at any time by providing the other party with written notice of at least thirty (30) days.
17.2 If any party fails to comply with these Terms of Use, the other party may terminate these Terms of Use by giving the other party written notice if:
(i) the other violates its obligations under the Terms of Use, and such violation is not rectifiable;
(ii) the other violates its obligations under the Terms of Use, and such violation is not rectified within 14 days of receiving a violation's written notice;
(iii) one party's licence, consent, or authorisation is revoked or amended, preventing the other party from fulfilling their duties under these Terms of Use or receiving any benefits they are entitled to;
(iv) whenever the other party stops being in business or somehow suggests that they may wish to do so, or is not able to settle their debts (as per section 123 of the Insolvency Act 1986) or goes bankrupt or an order is made, or a resolution passed for the winding-up, administration, or dissolution of the other party (other than for the sake of a solvent amalgamation or reconstruction) or an administrative or other receiver, liquidator, manager, trustee, administrator, or similar officer is selected to handle all, or most of the other party's assets or the other party enters into or suggests any arrangement or composition with its creditors generally or any similar event happens in any relevant jurisdiction.
17.3 If you breach any of these Terms of Use, Explodely may terminate them promptly by written notice to you if:
(i) one of its payment method providers requires it to do so;
(ii) if the Supplier engages in any criminal/fraudulent activity or fails to comply with relevant laws or Payment Scheme Rules;
(iii) if the Product's chargeback rate exceeds the highest limit imposed by the Card Schemes.
17.4 If these Terms of Use are terminated, neither party's accrued liabilities or rights will be affected.
18.1 The expiration or termination of these Terms of Use will not relieve any party of their responsibility to pay all monies due and payable.
18.2 If such Terms of Use are terminated or expire, Explodely shall, within thirty (30) days, destroy or return to you (i) complete Product’s access details; (ii) each documentation, manual, fee schedule, product literature, and any further written materials that you provided; or (iii) all of your property, including Confidential Information, while in its possession or control.
Explodely offers professional information, such as compliance or financial information, for informative reasons only and should not be considered as accounting or legal guidance. Prior to taking action on any facts, information, or opinions supplied about or via Explodely Services, you should obtain independent advice from someone who is knowledgeable or licensed in the relevant field. You acknowledge and agree that Explodely employees, agents, or representatives, are neither licensed nor authorised to offer guidance, and you agree not to use the information given by our employees, agents, or representatives, as such. In addition, you acknowledge and agree that by accessing information, opinions, or facts regarding or via the Explodely Services, You are not establishing a relationship with Explodely or its employees, agents, or representatives that would give You any client privileges that might be linked to professional certifications or licenses.
20.1 All parties agree that these Terms of Use comprise their entire agreement and replace any prior understandings, agreements, and arrangements between the parties regarding its subject matter, regardless of whether it is in writing or verbal.
20.2 All parties understand that they have not entered into these Terms of Use with regard to any representations or warranties not specifically provided for in these Terms of Use. They shall also have no remedies regarding these. None of the parties will be entitled to assert a negligent or an innocent misrepresentation claim based on any statement contained in these Terms of Use.
20.3 You may not, wholly or in part, without the prior written agreement of Explodely, subcontract, assign, or restrict any obligation or right under these Terms of Use. Explodely's consent shall not be delayed or withheld unfairly. Assignments made in breach of Section 20.3 are invalid.
20.4 No parties will be in violation of these Terms of Use. Furthermore, they will not be liable for delaying or failing to perform any of their duties under such Terms of Use if the failure or delay is the outcome of an event, cause, or circumstance that a party cannot reasonably control. A fair extension of time for the performance of such duties will be granted in these kinds of circumstances to the party that has been affected.
20.5 No delay, omissions, or acts in any exercise of any rights or remedy by any of the parties shall be considered a waiver, or any type of remedy or right, except if specifically agreed.
20.6 Unless given explicitly in these Terms of Use, the remedies and rights granted under these Terms of Use shall be added to and not be excluded from the law's rights or remedies.
20.7 Should any condition or part of these Terms of Use condition become illegal, invalid, or unenforceable, that condition or part of a condition shall be minimally amended to make it valid, enforceable, and legal. Any condition or portion thereof that cannot be modified is considered deleted. The enforceability and validity of the remaining conditions of these Terms of Use will not be affected by any change to or removal of a condition or part of a condition.
20.8 All parties are responsible for complying with all applicable laws, regulations, regulatory policies, industry codes, and guidelines, as well as for maintaining all necessary authorisations, approvals, authorities, and permits that may sometimes be required in order to undertake its obligations under or concerning these Terms of Use.
20.9 The parties are independent entities and are not partners, principals and agents, or employers and employees, nor are they in any other type of trust relationship with one another, such as a business partnership.
20.10 Every notice under or concerning these Terms of Use, except for notices sent in relation to legal proceedings or arbitration, shall be sent in written form or by email ([email protected]) to the address provided for the relevant party herein or to any address that a party may notify the other party of at any point. A notice shall be sent and considered received by first class post on the second Business Day after being sent or handed out in person.
20.11 Obtaining and maintaining all appropriate licenses and permissions necessary for running Your business is your own and exclusive responsibility.
EXPLODELY'S INTELLECTUAL PROPERTIES RIGHTS. Other than as expressly provided in Section 8(b) below, you shall not use Explodely's name, Explodely's trademarks, service marks, or any other Explodely intellectual property rights in any way that implies affiliation or association with, or endorsement by, Explodely without the explicit written authorisation of Explodely, which Explodely reserves the right to withhold. Furthermore, Explodely prohibits using images or copies of payment checks that Explodely issued for promotional purposes.
Should an email be sent or caused to be sent by You pertaining to the direct or indirect sale or Promotion of a Product and/or the way You utilise the Explodely Services, You agree, represent, acknowledge, and warrant that these Emails will comply with all relevant state and federal laws and regulations concerning the utilisation of electronic messages. This also includes the Children's Online Privacy Protection Act ("COPPA") and the Controlling the Assault of Non-Solicited Pornography and Marketing Act ("CAN-SPAM Act")(You can learn more about these laws at http://www.ftc.gov/spam/ and https://www.ftc.gov/tips-advice/business-center/privacy-and-security/children%27s-privacy).
You must not exploit known or unknown security flaws on any client or server, collect email addresses using automated software, send emails to addresses that were collected with the aid of automated software, or use viruses, spyware, or other ways of bypassing system security or compromising customer privacy.
Except with the previous written consent of Explodely, You are prohibited from sending or initiating any text message or from using or providing any telemarketing services in order to promote or sell Products, whether directly or indirectly. You represent and guarantee that, when you get the approval and send any text messages or utilise or provide telemarketing services relating to the direct or indirect advertising or sale of any product as well as Your use of Explodely services, all these calls or text messages shall comply fully with all relevant state and federal laws and regulations pertaining to using telemarketing services and sending electronic messages. This includes any regulations issued by the CAN-SPAM Act, the FTC, the Federal Communications Commission ("FCC"), the Telephone Consumer Protection Act ("TCPA") as well as state laws pertaining to text messages, anti-spam, and Do-Not-Call Registries (You can learn more about these laws at:
https://www.fcc.gov/sites/default/files/tcpa-rules.pdf https://www.fcc.gov/consumers/guides/stop-unwanted-robocalls-and-texts https://www.ftc.gov/tips-advice/business-center/privacy-and-security/children%27s-privacy
These Terms of Use shall be governed by and construed in accordance with the US law and the parties irrevocably agree that the US courts shall have exclusive jurisdiction over any claim or matter arising under or in connection with these Terms of Use.
If you would like to contact us to understand more about this Policy or wish to contact us concerning any matter relating to it, you may send an email to legal@explodely.com.
This document was last updated on July 20, 2021
