Terms of use

Terms and Conditions

Last Updated: [31 March 2026]

The following terms and conditions (the “Terms and Conditions”) constitute a binding agreement between you and Carbon Catalyst Inc. and its subsidiaries and affiliates (collectively “XDS,” “we,” or “us”) with respect to (1) your use of all XDS-owned websites and domains, including but not limited to https://xds.co (collectively, the “Sites”), (2) your use of our mobile application (the "Application"), (3) the services available on the Sites and the Application, including any Content (as defined in Section 2 below), and (4) all purchases of products and merchandise made through the Sites or the Application, as further described in Section 7 below (collectively, the “Services”).

NOTICE OF MANDATORY ARBITRATION PROVISION

These Terms and Conditions contain provisions that govern and limit XDS’ liability and how claims you and XDS have against each other are resolved (see Section 17, “Dispute resolution and arbitration: MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER”; Section 20.3, “Governing Law; Jurisdiction and Venue”; and Section 12, “Disclaimer; Limitations of Liability”).

It also contains an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt-out of the agreement to arbitrate in accordance with Section 17. Unless you opt-out: (A) you will only be permitted to pursue claims against XDS on an individual basis, not as part of any class or representative action or proceeding, and (B) you will be permitted only to seek relief (including without limitation monetary, injunctive, and declaratory relief) on an individual basis.

By accessing or using the Services in any manner (whether automated or otherwise), you (A) acknowledge that you have read, understand, and agree to these Terms and Conditions and our Privacy Policy, which is incorporated herein by reference, (B) affirm that you are at least 18 years of age (or have reached the age of majority in the jurisdiction where you reside), (c) represent and warrant that you have the full right, power, and authority to enter into and be bound by these Terms and Conditions, and that your agreement to these Terms and Conditions does not violate any obligation you have to any third party, and (d) affirm that you have not been previously suspended or removed from the services by XDS.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR OUR PRIVACY POLICY, DO NOT USE THE SERVICES.

Changes to Terms and Conditions. We may revise and update these Terms and Conditions from time to time in our sole discretion. The date these Terms and Conditions were last updated is set forth at the top of this page. All changes are effective 30 days after posting for current users and immediately for new users, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms and Conditions means that you accept and agree to the changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of these Terms and Conditions does not create a renewed opportunity to opt out of arbitration (if applicable).
Scope of and Restrictions on Use. Subject to these Terms and Conditions, XDS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (a) access and use the Services, including any graphics, text, instructions, images, audio files and/or other sounds, videos, and other materials you may view on, access through, or are otherwise related to the Services (collectively, the “Content”) for your personal, non-commercial use, or, if you are accessing the Services on behalf of a business entity, for your legitimate internal business purposes in connection with your authorized dealer relationship with XDS, and (b) download and install the Application on mobile devices owned or otherwise controlled by you (each, a "Mobile Device"). Except as otherwise provided in these Terms and Conditions, the Content may not be copied, downloaded, or stored in a retrieval system for any other purpose, nor may it be redistributed, reused, or modified for any purpose, without the express written permission of XDS. You agree not to:

collect information from the Services using an automated software tool or manually on a mass basis;
use automated means to access the Services, or gain unauthorized access to the Services or to any account or computer system connected to the Services;
obtain, or attempt to obtain, access to areas of the Services or our systems that are not intended for access by you;
“flood” the Services with requests or otherwise overburden, disrupt, or harm the Services or our systems;
restrict or inhibit other users from accessing or using the Services;
modify or delete any copyright, trademark, or other proprietary rights notices that appear on the Services or in the Content;
access or use the Services or Content for any unlawful purpose or otherwise beyond the scope of the rights granted herein;
make fraudulent purchases or use false, inaccurate, or misleading information in connection with any purchase or account registration;
purchase products for unauthorized commercial resale, distribution, or export;
upload, transmit, or distribute any viruses, malware, or other harmful code to or through the Services;
circumvent, disable, or otherwise interfere with any security-related features of the Services, including features that prevent or restrict copying of Content or that enforce limitations on use;
use the Services to transmit any unsolicited advertising, promotional materials, spam, or other solicitation;
impersonate or attempt to impersonate XDS, a XDS employee, another user, or any other person or entity, or otherwise misrepresent your identity or affiliation with any person or entity;
execute any form of network monitoring or run any network analyzer, packet sniffer, or similar technology to intercept, decode, mine, or display any packets or data used to communicate between the Services' servers, or any data not intended for you;
use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way, including by exposing them to inappropriate content;
reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code of any software underlying the Services or any part thereof, except to the extent expressly permitted by applicable law that cannot be waived by contract; or
violate any applicable local, state, national, or international law or regulation in connection with your use of the Services.

If you download the Application, you further agree not to:

copy the Application (except to install it on your Mobile Devices);
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application or any features or functionality of the Application to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

You are solely responsible for ensuring that your access to and use of the Services complies with all applicable federal, state, local, and international laws, rules, and regulations. You represent and warrant that your use of the Services does not and will not violate any applicable law or regulation or any obligation you may have to a third party. Any unauthorized use of the Services in violation of this Section 2 may result in the termination or suspension of your access to the Services and may expose you to civil liability and/or criminal prosecution under applicable law, including but not limited to the Computer Fraud and Abuse Act (18 U.S.C. § 1030) and applicable U.S. state computer crime statutes.

Ownership. The Services (including the Content) are owned by XDS and its licensors and are protected under copyright, trademark, and other applicable United States and international laws and treaties. Without limiting the foregoing, the trademarks, service marks, and logos displayed on the Sites and the Application are registered and unregistered marks of XDS and its licensors. The Application is licensed, not sold, to you. You acknowledge and agree that, as between you and XDS, XDS is and shall remain the sole owner of the Services and the Content, including, without limitation, all patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights therein and thereto.
1. Trademarks. The trademarks, service marks, trade names, logos, and trade dress displayed on or through the Services (collectively, the “XDS Trademarks”) are the registered and/or unregistered intellectual property of XDS and/or its affiliates. Other company, product, and service names appearing on the Services may be trademarks or service marks owned by third parties (collectively, “Third-Party Trademarks,” and together with the XDS Trademarks, the “Trademarks”). Nothing in these Terms and Conditions or on the Services shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services without the prior written consent of XDS or the applicable third-party owner, as the case may be. You may not use any Trademarks: (a) as or as part of any trademark, service mark, domain name, social media handle, or business name; (b) in connection with any product or service that is not XDS’; (c) in a manner that disparages XDS, its brands, or any applicable third party; or (d) in any manner likely to cause confusion among consumers or that dilutes the strength of the Trademarks. All goodwill generated from any authorized use of the XDS Trademarks shall inure exclusively to the benefit of XDS.
Account Registration and Security. Access to and use of certain Services may require you to register for an account. You agree to provide true, accurate, current, and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your account, regardless of who conducts those activities. You may not share your account with anyone or allow anyone else to access or use your account. You are responsible for maintaining the confidentiality of your account information, including your username and password. You agree to immediately notify XDS of any unauthorized use of your account, or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your username or password. You may not register for an account or use the Services if XDS has previously suspended, terminated, or removed your account or your access to the Services. If you are accessing or using the Services on behalf of a company, organization, or other entity, you represent and warrant that you are authorized to bind that entity to these Terms and Conditions, that you agree to these Terms and Conditions on behalf of that entity, and that all references to “you” in these Terms and Conditions shall refer to both you individually and such entity. The entity shall be jointly and severally liable with you for any breach of these Terms and Conditions.
User Content.
1. User Content and Restrictions. The Services may enable users to submit, upload, post, share, display, or transmit to other users (hereinafter, “post”) ideas, information, materials, and other user-generated content (collectively, “User Content”) and interact with others through user comment areas, message boards, and similar user-to-user areas. You may not post any User Content that:

is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy rights or right of publicity, or otherwise objectionable;
constitutes or promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
contains any material that could give rise to any civil or criminal liability under any applicable laws, rules, or regulations or that otherwise may be in conflict with these Terms and Conditions;
infringes upon, misappropriates, or otherwise violates any intellectual property rights or other rights of a third party;
encourages criminal conduct;
contains false, misleading, fraudulent, or deceptive claims or content;
gives the impression that it emanates from or is endorsed by XDS or any other person or entity, if this is not the case;
contains any virus, malware, spyware, or other harmful content or code;
constitutes spam, unsolicited advertising, promotional materials, junk mail, chain letters, pyramid schemes, or any other form of unauthorized solicitation or commercial communication;
discloses any personal information of a third party, including addresses, phone numbers, email addresses, Social Security numbers, credit card numbers, or other information that could be used to track, contact, or impersonate that individual, without that individual's consent; or
violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.
1. Rights You Grant to Us. You hereby grant to XDS an irrevocable, perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on or through the Services for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any and all claims that you may have now or may hereafter have in any jurisdiction to so-called “rental rights,” “moral rights,” and all rights of “droit moral” in that User Content, even if the User Content is altered or changed in a manner not agreeable to you. If you post User Content, you represent and warrant to XDS that you own or control all rights in and to such User Content and have the right to grant the rights above to us.
2. No Responsibility. You agree that you are solely responsible for your User Content, and you acknowledge and agree that XDS is not responsible for, and does not endorse, any User Content.
3. No Obligation to Prescreen, Monitor or Use. XDS does not have, and does not undertake, any obligation to prescreen, monitor, edit, or remove any User Content posted on or through the Services. However, XDS retains the right (but not the obligation), in its sole discretion and for any reason, to prescreen, monitor, edit, remove, or move User Content posted on or through the Services. You acknowledge and agree that we are not obligated to post, keep, or use your User Content.
4. Submitted Ideas. While we appreciate your interest in the Services and our business, XDS does not want and cannot accept any ideas or proprietary and/or confidential information. This is to avoid the possibility of future misunderstandings when projects independently developed by or on behalf of XDS might seem to others to be similar to users’ own creative ideas, suggestions, and/or materials. Except with respect to your personal information as expressly provided for in our Privacy Notice, all comments, suggestions, ideas, drawings, concepts, or other information or materials disclosed or offered to us by you via the Services or in response to solicitations on the Sites shall be deemed to be non-confidential and non-proprietary. By submitting any feedback, comments, suggestions, ideas, improvements, or similar communications to XDS, whether through the Services, by email, through customer service, or by any other means (collectively, “Feedback”), you assign to XDS all right, title, and interest in and to such Feedback, and XDS shall be free to use, copy, modify, publish, distribute, and otherwise exploit such Feedback for any purpose, in any form, and in all media, without any obligation, compensation, credit, or acknowledgment to you. To the extent any such assignment is not effective under applicable law, you grant XDS an irrevocable, perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use and exploit such Feedback in any manner and for any purpose.

Electronic Communications.
1. General. By using the Services, you consent to receive all communications from us electronically, including via email to the address associated with your account or by posting notices on the Services. You agree that all terms, conditions, agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. You confirm you have the necessary hardware and software to access and retain electronic records. Electronic communications are deemed received when sent or posted. You are responsible for keeping your email address current; XDS is not liable for communications sent to an outdated address. You may withdraw consent by contacting us at the address in Section 21, but doing so may result in termination of your account or access to certain Services. All electronic communications provided by or through XDS, including email, SMS, push notifications, and in-app messages, are provided on an “as-is” and “as-available” basis. XDS does not guarantee the delivery, timeliness, accuracy, or completeness of any electronic communication.
2. Consent to Communications. By accessing or using the Service, you consent to receive communications from XDS through the Service or by other means such as e-mail, push notifications, text messages (including SMS and MMS), and phone calls at the addresses you provide to XDS. These communications may include information about your account, transactions, updates, and, where permitted by law, promotional content. You understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your carrier for certain communications such as SMS messages or phone calls. You may opt out of receiving promotional communications at any time by following the instructions provided in such communications (e.g., replying “STOP” to an SMS message) or by contacting us directly. Opting out of promotional communications will not affect your receipt of service-related, transactional, or legally required communications.
3. TCPA Compliance. You acknowledge and agree that by providing your telephone number to XDS, you are providing your prior express consent to be contacted at that number as required under the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and applicable FCC regulations. For communications that constitute telemarketing or advertising, XDS will obtain your prior express written consent as required by law. You may revoke your consent at any time and by any reasonable means, including replying “STOP” to any SMS message, or by contacting XDS at the contact information listed below. Upon receipt of your revocation, XDS will honor your request within the time period required by law.
4. Notice. Regarding carrier charges, standard message and data rates may apply to SMS communications. XDS is not responsible for any charges imposed by your mobile carrier as a result of communications sent to or received from XDS.
5. SMS Terms. If you subscribe to receive SMS or MMS text messages from XDS or any of its brands, the following additional terms apply:
  1. Opt-In and Confirmation. When you opt in to receive text messages, we will send you a confirmation message to verify your subscription. By opting in, you consent to receive recurring marketing and informational text messages from XDS or its service providers at the mobile telephone number you provide, even if that number is registered on any state or federal do-not-call list. Consent to receive text messages is not a condition of purchasing any goods or services from XDS.
  2. Message Frequency and Content. Message frequency may vary. Messages may include promotional content (such as product launches, sales, and events) and transactional content (such as order confirmations, shipping updates, and customer service communications).
  3. Opt-Out. You may opt out of receiving text messages at any time by replying “STOP” to any text message you receive from us. After you send “STOP,” we will send you a final confirmation message. After opting out, you will no longer receive promotional text messages from that number; however, you may continue to receive transactional or service-related text messages related to pending orders or account activity. If you wish to re-subscribe, you may do so by following the original subscription process.
  4. Deactivated Phone Numbers. If you deactivate a mobile phone number that you have provided to XDS, you agree to update your account information promptly to ensure that text messages are not sent to the person or entity that subsequently acquires your former number.
  5. Carrier Charges and Delivery. Standard message and data rates imposed by your mobile carrier may apply to text messages sent to or received from XDS. XDS is not responsible for any charges imposed by your carrier. Neither XDS nor your carrier guarantees that text messages will be delivered, and neither XDS, its service providers, nor your carrier shall be liable for delayed, undelivered, or misdirected text messages.
  6. Disclaimer. SMS communications are provided on an “as-is” basis and may not be available in all areas, at all times, or on all mobile carriers. XDS makes no warranty regarding the availability, reliability, or timeliness of text message services.
Privacy Notice. You acknowledge and agree that all personal information collected by XDS is subject to our Privacy Notice. By using the Services, you consent to all actions we take with respect to your personal information in compliance with our Privacy Notice. You acknowledge and agree that XDS may collect and use technical, usage, and other data derived from your use of the Services in aggregated and anonymized form (“Aggregated Data”) for any lawful business purpose, including without limitation to analyze trends, improve the Services, develop new products and services, and create statistical reports. Aggregated Data does not personally identify you, and XDS’ use of Aggregated Data shall not be subject to any restrictions under these Terms and Conditions.
Sweepstakes, Contests, and Games. In addition to these Terms and Conditions, sweepstakes, contests, games, or other promotions (collectively, “Promotions”) made available via the Services may have specific rules that are different from these Terms and Conditions. We urge you to review the applicable rules before you participate in a Promotion. In the event of a conflict between these Terms and Conditions and Promotion rules, Promotion rules will control.
Application Updates. XDS may, from time to time in its sole discretion, develop and provide Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, "Updates"). Updates may also modify or delete in their entirety certain features and functionality of the Application. You agree that XDS has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Application. Based on your Mobile Device settings, when your Mobile Device is connected to the Internet, either (a) the Application will automatically download and install all available Updates, or (b) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and will be subject to these Terms and Conditions.
Change and Suspension.
1. Changes to the Services. XDS reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Services or any portion thereof (including any Content) at any time. You agree that XDS will not be liable to you or to any third party for any such change, suspension, or discontinuance.
2. Suspension/Termination of Access. XDS has the right to deny access to, and to suspend or terminate your access to, the Services or to any features or portions thereof, at any time and for any reason, including if you violate these Terms and Conditions. In the event that we suspend or terminate your access to the Services, you will continue to be bound by the Terms and Conditions that were in effect as of the date of your suspension or termination.
Disclaimer; Limitation of Liability.
1. Disclaimer of Warranties.
  1. General Disclaimer. THE SERVICES, THE APPLICATION, THE SITES, AND ALL CONTENT ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND XDS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUALITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NEITHER XDS NOR ANY PERSON ASSOCIATED WITH XDS MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES, THE APPLICATION, OR ANY CONTENT.
  2. Geolocation and GPS Data. WITHOUT LIMITING THE FOREGOING, XDS DOES NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY GEOLOCATION, GPS, MAPPING, OR ROUTE-TRACKING DATA PROVIDED THROUGH THE SERVICES OR THE APPLICATION. GEOLOCATION AND GPS DATA MAY BE AFFECTED BY ENVIRONMENTAL CONDITIONS, DEVICE LIMITATIONS, SIGNAL INTERFERENCE, SATELLITE AVAILABILITY, AND OTHER FACTORS BEYOND XDS' CONTROL. YOU ACKNOWLEDGE THAT SUCH DATA IS PROVIDED FOR INFORMATIONAL AND CONVENIENCE PURPOSES ONLY AND SHOULD NOT BE RELIED UPON FOR NAVIGATION, SAFETY, EMERGENCY RESPONSE, OR ANY PURPOSE WHERE ACCURACY IS CRITICAL. XDS DISCLAIMS ALL LIABILITY FOR ANY DECISIONS OR ACTIONS TAKEN IN RELIANCE ON GEOLOCATION OR GPS DATA.
  3. Health and Fitness Data; No Medical Advice. THE SERVICES AND THE APPLICATION MAY PROVIDE ESTIMATED CALORIE COUNTS, FITNESS METRICS, ACTIVITY DATA, AND OTHER HEALTH-RELATED INFORMATION ("FITNESS DATA"). XDS DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY FITNESS DATA. FITNESS DATA IS PROVIDED FOR GENERAL INFORMATIONAL AND WELLNESS PURPOSES ONLY AND IS NOT INTENDED TO CONSTITUTE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE SERVICES AND THE APPLICATION ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD ALWAYS CONSULT WITH A QUALIFIED HEALTHCARE PROVIDER BEFORE BEGINNING ANY EXERCISE PROGRAM, MAKING DIETARY DECISIONS, OR RELYING ON ANY FITNESS DATA FOR HEALTH-RELATED PURPOSES. XDS EXPRESSLY DISCLAIMS ANY LIABILITY FOR PERSONAL INJURY, ILLNESS, OR ADVERSE HEALTH OUTCOMES ARISING FROM YOUR USE OF OR RELIANCE ON FITNESS DATA.
  4. Platform Availability. XDS DOES NOT WARRANT THAT THE SERVICES, THE SITES, OR THE APPLICATION WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. XDS DOES NOT WARRANT THAT THE SERVICES, THE SITES, THE APPLICATION, CONTENT, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. TEMPORARY INTERRUPTIONS OF THE SERVICES DUE TO MAINTENANCE, SOFTWARE UPDATES, OR CAUSES BEYOND XDS' REASONABLE CONTROL SHALL NOT CONSTITUTE A BREACH OF THESE TERMS AND CONDITIONS.
  5. Third-Party Integrations and Devices. THE SERVICES AND THE APPLICATION MAY INTEGRATE WITH OR BE COMPATIBLE WITH THIRD-PARTY SERVICES, DEVICES, PLATFORMS, AND APPLICATIONS, INCLUDING BUT NOT LIMITED TO FITNESS TRACKERS, WEARABLE DEVICES, MAPPING SERVICES, AND SOCIAL MEDIA PLATFORMS (COLLECTIVELY, "THIRD-PARTY INTEGRATIONS"). XDS DOES NOT WARRANT THE AVAILABILITY, ACCURACY, PERFORMANCE, COMPATIBILITY, OR RELIABILITY OF ANY THIRD-PARTY INTEGRATIONS. XDS IS NOT RESPONSIBLE FOR ANY ERRORS, DATA LOSS, SYNCHRONIZATION FAILURES, OR OTHER ISSUES ARISING FROM YOUR USE OF THIRD-PARTY INTEGRATIONS. YOUR USE OF THIRD-PARTY INTEGRATIONS IS AT YOUR SOLE RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF THE APPLICABLE THIRD-PARTY PROVIDERS.
  6. User-Generated Data. ANY DATA, INFORMATION, OR CONTENT THAT YOU GENERATE, SUBMIT, UPLOAD, OR INPUT THROUGH THE SERVICES OR THE APPLICATION ("USER DATA") IS PROVIDED AT YOUR SOLE RISK. XDS DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY USER DATA, INCLUDING BUT NOT LIMITED TO RIDE LOGS, ROUTE INFORMATION, PERFORMANCE STATISTICS, OR ACTIVITY HISTORY. XDS IS NOT RESPONSIBLE FOR ANY LOSS, CORRUPTION, OR DELETION OF USER DATA, AND YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING BACKUP COPIES OF ANY USER DATA YOU WISH TO PRESERVE.
  7. Disclaimer of Warranties for Products. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XDS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ANY BICYCLES, ACCESSORIES, OR OTHER PRODUCTS SOLD THROUGH THE SERVICES (COLLECTIVELY, "PRODUCTS"), INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, XDS' LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  8. B2B and Commercial Customers. IF YOU ARE PURCHASING PRODUCTS ON BEHALF OF A BUSINESS, FOR RESALE, OR FOR COMMERCIAL PURPOSES ("COMMERCIAL CUSTOMER"), THE LIMITED WARRANTY SET FORTH ABOVE DOES NOT APPLY UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING BETWEEN YOU AND XDS. COMMERCIAL CUSTOMERS ACKNOWLEDGE THAT PRODUCTS ARE SOLD "AS IS" AND "WITH ALL FAULTS," AND XDS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY WARRANTIES PROVIDED TO COMMERCIAL CUSTOMERS SHALL BE GOVERNED EXCLUSIVELY BY THE TERMS OF A SEPARATE WRITTEN AGREEMENT BETWEEN THE COMMERCIAL CUSTOMER AND XDS.
  9. Consumer Protection Rights. NOTHING IN THESE TERMS AND CONDITIONS IS INTENDED TO EXCLUDE, RESTRICT, OR MODIFY ANY CONSUMER GUARANTEES, RIGHTS, OR REMEDIES CONFERRED BY THE LAWS OF ANY JURISDICTION THAT CANNOT BE EXCLUDED, RESTRICTED, OR MODIFIED BY AGREEMENT. IF YOU ARE A CONSUMER IN A JURISDICTION WHERE CERTAIN STATUTORY WARRANTIES OR GUARANTEES CANNOT BE DISCLAIMED (SUCH AS THE IMPLIED WARRANTIES UNDER THE MAGNUSON-MOSS WARRANTY ACT IN THE UNITED STATES, OR CONSUMER GUARANTEES UNDER APPLICABLE STATE, PROVINCIAL, OR NATIONAL CONSUMER PROTECTION LAWS), SUCH WARRANTIES OR GUARANTEES SHALL APPLY TO THE EXTENT REQUIRED BY LAW, AND THE DISCLAIMERS SET FORTH IN THIS SECTION 12.1 SHALL BE LIMITED ACCORDINGLY.
  10. Exclusive Remedy; Essential Bargain. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES, THE APPLICATION, OR ANY CONTENT IS TO STOP USING THE SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECT IN A PRODUCT COVERED BY THE LIMITED WARRANTY IS, AT XDS' SOLE OPTION, REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT OR A REFUND OF THE PURCHASE PRICE. THE FOREGOING DISCLAIMERS, LIMITATIONS, AND EXCLUSIVE REMEDIES ARE AN ESSENTIAL PART OF THE BARGAIN BETWEEN YOU AND XDS AND A MATERIAL INDUCEMENT FOR XDS TO MAKE THE SERVICES AND PRODUCTS AVAILABLE TO YOU. THE PARTIES ACKNOWLEDGE THAT XDS WOULD NOT HAVE ENTERED INTO THESE TERMS AND CONDITIONS BUT FOR THESE LIMITATIONS.
2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL XDS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, THE APPLICATION, OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF XDS IS FOUND LIABLE FOR ANY DIRECT LOSS, DAMAGE, OR INJURY UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS, IN NO EVENT WILL XDS’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO XDS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR U.S. $100.00, WHICHEVER IS MORE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS AND CONDITIONS FAIL OF THEIR ESSENTIAL PURPOSE. USE OF THE SERVICES AND THE APPLICATION IS AT YOUR SOLE RISK.
3. Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or consequential damages, so some of the exclusions and/or limitations in this Section 12 may not apply to you.
Indemnification. You agree to indemnify, defend, and hold XDS and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your use of the Services, the Application, and/or any Content, or any violation of these Terms and Conditions or applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action. Your indemnification, defense, and hold harmless obligations will survive the termination of your use of the Services and/or these Terms and Conditions.
Third-Party Materials. The Services may display, include, or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services (collectively, “Third-Party Materials”). You acknowledge and agree that XDS is not responsible for any Third-Party Materials, including their accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect thereof. XDS does not assume and will not have any liability to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. When accessing or using any Third-Party Materials, you are solely responsible for protecting yourself from fraud, identity theft, and other risks, and for protecting your devices and systems from viruses, worms, Trojan horses, malware, and other harmful or destructive content that may be included in or emanate from any Third-Party Materials.
Third-Party Platforms. XDS may provide the Services to you through third-party websites, operating systems, platforms, and portals, including social networking sites (collectively, “Third-Party Platforms”). Additional terms and conditions may apply to you with respect to your use of Third-Party Platforms, which are not under XDS’ control. XDS does not assume any responsibility or liability for your use of such Third-Party Platforms.
Linking to the Sites. You may link to the Sites’ homepages, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Sites must not be framed on any other website, nor may you create a link to any part of the Sites other than the homepages. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
Notice Regarding Apple. The following additional terms and conditions apply to use of the Application on an Apple, Inc. ("Apple") iOS-powered Mobile Device. You and XDS acknowledge that these Terms and Conditions are concluded between you and XDS only, and not with Apple, and Apple is not responsible for the Application or the Content thereof. You agree that your license to use the Application is limited to the Apple iOS Mobile Device that you own or control and that your use of the Application shall be subject to the usage rules set forth in Apple's then-current App Store Terms of Service. You and XDS acknowledge that Apple shall have no obligation to provide maintenance and support services with respect to the Application. In the event of any failure of the Application to conform to any applicable warranty, you may contact Apple and Apple will refund the purchase price for the Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and Apple will not be responsible for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Application to conform to any applicable warranty. Please note that XDS has disclaimed all warranties with respect to the Application—see Section 12 (Disclaimer of Warranties). You and XDS acknowledge that Apple shall have no responsibility for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy or similar legislation. If a third party claims that the Application or your possession and use of the Application infringes a third party's intellectual property rights, Apple is not responsible for the investigation, defense, settlement or discharge of any such intellectual property infringement claim. You represent and warrant that you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and that you are not listed on any United States government list of prohibited or restricted parties. XDS' contact information for any questions, complaints or claims with respect to the Application is set forth in Section 21 below. You agree to comply with all applicable third party terms of agreement when using the Application. You and XDS acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms and Conditions. Upon your acceptance of these Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against you as a third party beneficiary thereof.

Dispute resolution and arbitration. MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER.
1. Informal Dispute Resolution. Before initiating arbitration, you and XDS agree to first attempt to resolve any dispute informally. A party who has a dispute must send to the other party a written notice (a “Notice of Dispute”) that (a) includes the party’s name, address, and contact information; (b) describes the nature and basis of the dispute; and (c) sets forth the specific relief sought. Any Notice of Dispute you send to XDS must be sent to 2038 Armacost Ave, Los Angeles, CA 90025 . XDS will send any Notice of Dispute to you at the contact information associated with your account. The parties agree to use their best efforts to resolve any dispute through good-faith negotiation within sixty (60) days after the Notice of Dispute is received (“Negotiation Period”). If the dispute is not resolved within the Negotiation Period, either party may then initiate arbitration in accordance with the rest of this Section 19. No arbitration may be commenced until the Negotiation Period has expired. Compliance with this Section 19.1 is a condition precedent to initiating arbitration. If you file an arbitration in violation of this Section, you agree that the arbitration may be administratively dismissed without prejudice. The statute of limitations and any filing fee deadline shall be tolled while the parties engage in the informal dispute resolution process required by this Section. Notwithstanding the foregoing, nothing in this Section 19.1 shall preclude either party from seeking emergency equitable relief (including temporary restraining orders, preliminary injunctions, or specific performance) from a court of competent jurisdiction to prevent irreparable harm pending the completion of the Negotiation Period or the resolution of any arbitration.
2. Dispute Resolution. YOU AND WE BOTH AGREE THAT ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, OR FORMATION OF THESE TERMS AND CONDITIONS OR YOUR PURCHASE OF PRODUCTS OR USE OF THE SERVICES AND/OR CONTENT WILL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION THROUGH THE AMERICAN ARBITRATION ASSOCIATION, RATHER THAN IN COURT. THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE BROADLY INTERPRETED AND INCLUDES ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN YOU AND XDS REGARDING ANY ASPECT OF YOUR RELATIONSHIP WITH US OR ANY CONDUCT OR FAILURE TO ACT ON OUR PART, INCLUDING CLAIMS BASED ON BREACH OF CONTRACT, TORT (FOR EXAMPLE, A NEGLIGENCE CLAIM), VIOLATION OF LAW OR ANY CLAIMS BASED ON ANY OTHER THEORY, AND INCLUDING THOSE BASED ON EVENTS THAT OCCURRED PRIOR TO THE DATE OF THIS AGREEMENT, WITH THE FOLLOWING EXCEPTIONS:
  1. Any claim regarding the validity, protection, or enforcement of a party’s intellectual property rights (such as its patent, copyright, trademark, trade secret, or moral rights, but not including its privacy or publicity rights) must be brought in court with jurisdiction.
  2. In the event this agreement to arbitrate is for any reason held to be unenforceable, any dispute or claim against us may be commenced only in a federal or state court located in 2038 Armacost Ave, Los Angeles, CA 90025 , and we both consent to the jurisdiction of and venue in those courts for such purposes. We both also consent to the jurisdiction of and venue in those courts for purposes of any claim regarding the validity, protection, or enforcement of a party’s intellectual property rights (excluding its privacy or publicity rights). You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  3. Notwithstanding the foregoing, either party may elect to bring an individual claim in a small claims court of competent jurisdiction, provided that: (i) the claim qualifies for small claims court under that court's jurisdictional rules; (ii) the claim is brought and maintained solely on an individual basis and not as part of any class, consolidated, or representative proceeding; and (iii) if the claim is initially filed in small claims court and subsequently transferred, removed, or appealed to a court of general jurisdiction, it shall then be subject to the arbitration provisions of this Section 19. XDS retains the right to remove any small claims court action to arbitration if the claim does not qualify for small claims court or if you seek relief beyond the jurisdictional limits of that court.
  4. All challenges to the interpretation or enforceability of any provision of these Terms and Conditions, including questions of arbitrability, shall be brought before the arbitrator, and the arbitrator shall rule on all questions regarding the interpretation and enforceability of these Terms and Conditions.
  5. Notwithstanding the foregoing, XDS may bring an action in any court of competent jurisdiction to collect any amounts owed by you to XDS under these Terms and Conditions, including without limitation unpaid product purchase amounts, chargebacks, or other sums due. This exception applies solely to collection actions initiated by XDS and does not permit you to bring claims against XDS in court.

This agreement to arbitrate is governed by the Federal Arbitration Act, including its procedural provisions, in all respects.

Prohibition of Class Action and Non-individualized Relief. ANY ARBITRATION WILL BE CONDUCTED BY THE PARTIES IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF, AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). If the prohibition on class, consolidated, representative, or private attorney general actions set forth in this Section 19.3 is found by a court or arbitrator to be unenforceable with respect to any claim or dispute, then this entire Section 19 (other than Section 1.8 (Jury Trial and Class Action Waiver in Court)) shall be null and void as to that claim or dispute, and such claim or dispute shall be resolved in a court of competent jurisdiction rather than in arbitration. The parties agree that under no circumstances shall any arbitration proceed on a class, consolidated, representative, or private attorney general basis.
Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) and will be governed by (a) the AAA’s Consumer Arbitration Rules (“Consumer Rules”), as modified by these Terms and Conditions, if you are an individual accessing or using the Services for personal, non-commercial purposes; or (b) the AAA Commercial Arbitration Rules (“Commercial Rules”), as modified by these Terms and Conditions, if you are a business entity or an individual accessing or using the Services on behalf of a business entity, including in connection with an authorized dealer relationship with XDS. In either case, the applicable rules may be accessed at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, and must enforce the same limitations stated in these Terms and Conditions as a court would. The arbitrator will issue an award decision in writing but will not provide an explanation for the award unless you or XDS requests one. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any arbitration will be confidential. Neither you, we, the AAA, nor the arbitrator may disclose the existence, content (including any oral or written submissions), or results of any arbitration, except as may be required by applicable law or for purposes of enforcing or challenging of the arbitration award.
1. Hearing Procedures.
  1. Document-Only Arbitration. If no disclosed claim or counterclaim exceeds Twenty-Five Thousand U.S. Dollars (US$25,000), the arbitration shall be conducted solely on the basis of documents submitted to the arbitrator, unless either party requests a telephonic, video, or in-person hearing, or the arbitrator determines that a hearing is necessary.
  2. Hearing Location. If an in-person hearing is required, such hearing shall be held in Los Angeles, California, unless the parties mutually agree to an alternative location or the arbitrator determines, based on the circumstances and applicable AAA Rules, that a different location is appropriate. Either party, or any witness, may participate in any hearing remotely by videoconference or similar means, regardless of where the hearing is held.
  3. Arbitrator's Written Decision. The arbitrator shall render a written decision within thirty (30) days after the conclusion of the arbitration hearing (or, in the case of a document-only arbitration, within thirty (30) days after the final submission of documents). The written decision shall include findings of fact and conclusions of law upon which the award is based, if requested by either party.
Demand for Arbitration. Prior to filing any Demand for Arbitration, the Claimant must complete the informal dispute resolution process set forth in Section 19.1. A Demand filed before the expiration of the Negotiation Period is premature and may be dismissed without prejudice. Subject to the foregoing, a party who intends to arbitrate (“Claimant”) must first send to the other party (“Respondent”) a written notice, entitled “Demand for Arbitration” (“Demand”). The Demand must: (1) briefly explain the dispute; (2) provide the Claimant’s name and address, the address of the Claimant’s representative (if the Claimant has one), and the Respondent’s name and address (for XDS, see below); (3) specify the amount of money in dispute, if applicable; (4) if the Claimant is requesting an in-person hearing, identify the requested location for the hearing; and (5) include a statement of what the Claimant wants. The Claimant must send one copy of the Demand to AAA at the same time the Claimant sends it to the Respondent. When sending a copy of the Demand to AAA, the Claimant must also include a copy of this arbitration agreement and any amendments to it (see Section 19.8) and the then current filing fee required by the AAA. The Demand must be sent to the AAA at the following address:

American Arbitration Association

Case Filing Services

1101 Laurel Oak Road, Suite 100

Voorhees, NJ 08043

Alternatively, the Demand may be filed with the AAA online using AAA WebFile: https://www.adr.org.

Any Demand to XDS should be addressed to:

XDS’ Address

[ 2038 Armacost Ave, Los Angeles, CA 90025 ]

Filing, Administration and Arbitrator Fees. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Section 19. Each party will bear its own fees in connection with the arbitration, including the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence at any arbitration hearing. In addition, the provisions of Federal Rule of Civil Procedure 68 (cost-shifting) shall apply and be enforced by the arbitrator following entry of an award. You and XDS agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration, and therefore either party may elect to engage with the AAA regarding arbitration fees, and the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.
OPT-OUT PROCEDURE. IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION PROVISIONS IN THIS SECTION 19, YOU MUST NOTIFY XDS IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT FOR THE FIRST TIME. YOU MAY OPT OUT BY MAILING A WRITTEN NOTICE TO XDS AT THE ADDRESS SET FORTH ABOVE. YOUR WRITTEN NOTIFICATION TO XDS MUST INCLUDE YOUR NAME, MAILING ADDRESS, E-MAIL ADDRESS, AND PHONE NUMBER, AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH XDS THROUGH ARBITRATION. IF YOU OPT OUT OF THE ARBITRATION PROVISIONS IN THIS SECTION, ALL OTHER PROVISIONS OF THIS AGREEMENT WILL CONTINUE TO APPLY.
Jury Trial and Class Action Waiver in Court. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND XDS EACH UNCONDITIONALLY WAIVE ANY RIGHT TO A JURY TRIAL. THIS MEANS THAT ANY SUCH CLAIM WOULD BE DECIDED BY A JUDGE, NOT A JURY. FURTHER, WITH RESPECT TO ANY CLAIM THAT PROCEEDS IN COURT, YOU AND XDS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.
Amendment to Arbitration Provisions. Notwithstanding any provision in these Terms and Conditions to the contrary, you and we agree that if we make any amendment to the arbitration provisions in this Section in the future (other than an amendment to any notice address or site link provided herein), that amendment shall not apply to any claim that was filed in a legal proceeding against XDS prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims that have arisen or may arise between you and XDS. We will notify you of amendments to the arbitration provisions of this Section by posting the amended terms on these Terms and Conditions, and/or by providing notice to you by email, at least 30 days before the effective date of the amendments. If you do not agree to the amended terms, you may immediately cease all use of the Services and delete the Application from your Mobile Devices, and you will not be bound by the amended terms.
Batch Arbitration. If 25 or more claimants (including you) submit notices of dispute or demands for arbitration raising similar claims and are represented by the same or coordinated counsel, these claims may be resolved in batches of up to 50 claimants each (“Batch”), unless you and we agree otherwise or applicable AAA rules specify otherwise. AAA will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing (if any) per Batch. All parties agree that claims are “similar” if they arise out of or relate to the same event or factual scenario or raise the same or similar legal issues and seek the same or similar relief. Any disagreement over the formation of Batches shall be decided by a procedural arbitrator appointed by AAA. This Batch arbitration provision shall survive termination of your agreement with us.
Survival of Arbitration Provisions. This Section 19, including all subsections hereof, shall survive the expiration, termination, or rescission of these Terms and Conditions, the termination or deactivation of your account, and the cessation of your use of the Services. Any dispute arising out of or relating to events that occurred during the term of these Terms and Conditions shall be subject to this Section 19 regardless of when the dispute arises.

Miscellaneous.
1. Geographic Restrictions. XDS is based in the State of California in the United States. We make no claims that the Services or the Content are accessible or appropriate outside of the United States. Access to and use of the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. If you access or use the Services from outside the United States, you understand and agree that your information, including personal data and User Content, may be transferred to, processed, and stored in the United States or other jurisdictions where XDS or its service providers maintain facilities. The data protection and privacy laws of the United States and such other jurisdictions may not be as comprehensive as those in your country of residence. By accessing or using the Services, you consent to such transfer, processing, and storage. If you do not consent to having your information transferred to and processed in the United States, do not use the Services.
2. Export Controls and Sanctions Compliance. The Services and the Application may be subject to U.S. export control and sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations maintained by the U.S. Department of State. You represent and warrant that you are not: (a) located in, organized under the laws of, or a resident of any country or territory that is the target of comprehensive U.S. sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) identified on any U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List or the Entity List; or (c) otherwise prohibited from accessing or using the Services under U.S. law. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable laws, rules, and regulations, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the United States. You agree not to use, export, re-export, or transfer the Services, the Application, or any Products in violation of applicable U.S. export control and sanctions laws.
3. Governing Law; Jurisdiction and Venue. These Terms and Conditions and any dispute or claim arising out of or related to these Terms and Conditions, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of California. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms and Conditions or to any transaction contemplated hereby.
4. Limitation on Time to File Claims. EXCEPT TO THE EXTENT THAT A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE SERVICES (INCLUDING THE CONTENT) MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
5. Waiver and Severability. Our failure to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of these Terms and Conditions will continue in full force and effect.
6. Entire Agreement. These Terms and Conditions, including our Privacy Notice , constitute the sole and entire agreement between you and XDS with respect to the subject matter hereof, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Each party acknowledges that, in entering into these Terms and Conditions, it has not relied on any statement, representation, warranty, or promise made by or on behalf of the other party that is not expressly set forth in these Terms and Conditions or the Supplemental Policies, and each party irrevocably and unconditionally waives any claim for breach of any such statement, representation, warranty, or promise that is not expressly set forth herein.
7. Assignment. These Terms and Conditions, and any rights, licenses, or obligations hereunder, may not be transferred, assigned, delegated, or sublicensed by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of XDS, and any attempted transfer, assignment, delegation, or sublicense without such consent shall be null and void. XDS may freely assign, transfer, or delegate these Terms and Conditions, or any rights or obligations hereunder, in whole or in part, without your consent and without notice, including without limitation: (a) to any affiliate or subsidiary of XDS; or (b) in connection with any merger, acquisition, restructuring, reorganization, sale or transfer of all or substantially all of XDS' assets, change of control, or similar transaction. Upon any permissible assignment by XDS, these Terms and Conditions shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. For the avoidance of doubt, and without limiting the generality of the foregoing, your rights and obligations in connection with any purchase transaction are not transferable without the prior written consent of XDS.
8. Survival. Any provision of these Terms and Conditions that, by its nature or express terms, should survive the expiration, termination, or rescission of these Terms and Conditions, including without limitation provisions relating to ownership of intellectual property, licenses granted by you to XDS, disclaimers of warranties, limitations of liability, indemnification, copyright infringement, dispute resolution and arbitration, and general miscellaneous terms, shall so survive, regardless of whether such provisions are specifically enumerated herein.
9. No Joint Venture. Nothing in these Terms and Conditions shall be construed as creating a joint venture, partnership, employment, agency, fiduciary, or franchise relationship between you and XDS. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.
10. No Third-Party Beneficiaries. These Terms and Conditions are for the sole benefit of you and XDS and do not confer any rights, remedies, obligations, or benefits upon any third party, except as expressly provided herein.
11. Headings. The headings, captions, and section titles in these Terms and Conditions are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision hereof.
12. Amendments; No Oral Modification. Except as expressly set forth in Section 1 (Changes to Terms and Conditions), these Terms and Conditions may not be amended, modified, or waived except by XDS posting such amendments, modifications, or waivers on the Services. No oral statement, representation, or commitment by any XDS employee, agent, or representative shall constitute an amendment, modification, or waiver of these Terms and Conditions, and you may not rely on any such statement, representation, or commitment. For the avoidance of doubt, XDS customer service representatives do not have authority to modify these Terms and Conditions or to make commitments that are inconsistent with these Terms and Conditions.
13. Notices. Except as otherwise expressly provided in these Terms and Conditions (including, without limitation, the notice requirements in Sections 19.1, 19.5, and 19.7), all legal notices required or permitted under these Terms and Conditions shall be in writing and shall be given: (a) if to XDS, by email to rlei@xds.co or by certified mail or nationally recognized overnight courier to 2038 Armacost Ave, Los Angeles, CA 90025 , Attn: Legal Department; and (b) if to you, by email to the email address associated with your account or by any other method specified in these Terms and Conditions. Notices to you shall be deemed given twenty-four (24) hours after the email is sent. Notices to XDS shall be deemed given upon actual receipt. It is your responsibility to keep your contact information associated with your account current and accurate; XDS shall not be liable for any notice sent to your last known email address on file.
14. Force Majeure. Except for payment obligations, XDS shall not be liable for any failure or delay in the performance of any obligation under these Terms and Conditions where such failure or delay results from any cause beyond XDS' reasonable control, including without limitation: acts of God; natural disasters; epidemics or pandemics; fire; flood; extreme weather; war; terrorism; civil unrest; government action, order, or regulation; cyberattacks; labor disputes, strikes, or shortages; carrier or supplier delays; supply chain disruptions; power outages; internet or telecommunications failures; or any other force majeure event. In the event of such force majeure, XDS' obligations shall be suspended for the duration of the force majeure event, and the time for performance shall be extended accordingly.
Questions. If you have any questions about the Services or these Terms and Conditions, please email us at rlei@xds.co or write to us at 2038 Armacost Ave, Los Angeles, CA 90025 .
Notice to California Residents. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.