XP Strategy Corp Website Terms of Use

XP Strategy Corp (“XP Strategy,” “we,” “us,” or “our”) operates https://xpstrategy.com/ and related online properties. These Website Terms of Use (“Terms”) are a binding agreement between you and XP Strategy that governs your access to and use of the Site described below. Please read them carefully. They include important provisions that affect your legal rights, including a disclaimer of warranties, a limitation of liability, an indemnification obligation, an informal dispute-resolution requirement, a binding arbitration provision, a class-action and jury-trial waiver, and a governing-law and venue selection.

1. Acceptance of These Terms

These Terms govern your access to and use of https://xpstrategy.com/ and any website, subdomain, landing page, microsite, resource, form, scheduling page, survey, or other online service operated by XP Strategy that links to or references these Terms (collectively, the “Site”). The Site is operated by XP Strategy Corp, a New Jersey corporation.

By accessing, browsing, or otherwise using the Site, submitting information through the Site, or clicking to accept these Terms where that option is presented, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Site.

We may present additional or supplemental terms for specific features, promotions, downloads, events, or communications. Where supplemental terms apply, they are in addition to these Terms, and, in the event of a conflict regarding that specific feature, the supplemental terms control for that feature.

2. Website Terms Only; Relationship to Professional Services

These Terms govern use of the Site and its publicly available Content. They do not, by themselves, create a client relationship, consulting engagement, advertising-management engagement, agency relationship, partnership, joint venture, fiduciary relationship, or any other professional-services relationship between you and XP Strategy.

Professional services provided by XP Strategy, including advertising management, account analysis, consulting, reporting, and related services, are governed exclusively by a separate written proposal, service agreement, statement of work, insertion order, master services agreement, or other agreement executed or expressly accepted by XP Strategy and the applicable client (each, a “Client Agreement”). These Terms do not address fees, retainers, scope, deliverables, refunds, service levels, or other commercial matters, all of which are addressed solely in the applicable Client Agreement.

If any provision of these Terms conflicts with a signed Client Agreement with respect to professional services, the Client Agreement controls as to those services. Nothing on the Site constitutes an offer to provide services on any particular terms, and no engagement arises until a Client Agreement is executed or expressly accepted by XP Strategy.

3. Definitions

For purposes of these Terms:

• “Content” (also referred to in these Terms as “Site Content”) means all text, graphics, designs, layouts, user interfaces, logos, trademarks, service marks, trade dress, images, photographs, illustrations, videos, audio, podcasts, webinars, reports, white papers, guides, templates, frameworks, methodologies, presentations, worksheets, calculators, downloads, software, code, and data compilations made available on or through the Site.
• “Submission” means any information, material, file, message, inquiry, form entry, document, screenshot, data, or other content that you submit, upload, transmit, or otherwise provide to XP Strategy through or in connection with the Site.
• “You” and “your” refer to the individual accessing or using the Site and, where the individual acts on behalf of an organization, that organization as well.

4. Eligibility and Authority

You must be at least 18 years old and legally capable of entering into a binding contract to access or use the Site. The Site is intended for business and professional audiences and is not directed to children.

If you access or use the Site on behalf of a company, client, employer, or other organization, you represent and warrant that you are authorized to act on its behalf, that you have authority to bind it to these Terms, and that it agrees to these Terms. In that case, “you” and “your” refer to both you individually and that organization, and both are jointly and severally responsible for compliance with these Terms.

You represent and warrant that you are not located in, under the control of, or a national or resident of any country or on any list maintained by the United States government that would make your use of the Site unlawful, and that your use of the Site complies with all applicable export-control and sanctions laws.

5. Permitted Use and License to Use the Site

Subject to your continued compliance with these Terms, XP Strategy grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and its publicly available Content for lawful personal or internal business purposes, including to:

• Review information concerning XP Strategy, its services, and its personnel.
• Contact XP Strategy or submit an inquiry, consultation request, audit request, proposal request, or strategy-review request.
• Register for educational materials, events, webinars, newsletters, or other communications where offered.
• Download resources that XP Strategy expressly makes available for that purpose.
• Share links to publicly available Site pages.

This license does not include any right to resell or make commercial use of the Site or its Content, to collect and use listings or descriptions, to make derivative use of the Site or its Content, or to use data mining, robots, or similar data-gathering and extraction tools, except as expressly permitted in these Terms.

6. Prohibited Conduct

You agree that you will not, and will not attempt to, and will not authorize or assist any third party to:

• Use the Site for any unlawful, fraudulent, deceptive, harassing, defamatory, or abusive purpose, or in violation of any applicable law, regulation, or these Terms.
• Violate or infringe another person’s privacy, publicity, contractual, intellectual-property, proprietary, or other rights.
• Attempt to gain unauthorized access to the Site or to any server, form, database, network, account, or system connected to the Site.
• Probe, scan, penetration-test, or test the vulnerability of the Site or any related system, or breach or circumvent any security, authentication, or access-control measure, without XP Strategy’s prior written authorization.
• Introduce or transmit any virus, worm, malware, ransomware, malicious code, Trojan horse, or other harmful, disruptive, or destructive material, or launch any denial-of-service or other automated attack.
• Interfere with, disrupt, degrade, or impose an unreasonable or disproportionately large load on the Site, its infrastructure, its performance, its security, or its availability.
• Circumvent, disable, or interfere with any access restriction, usage limit, rate limit, or security feature of the Site.
• Scrape, crawl, spider, harvest, mine, extract, index, cache, frame, mirror, or copy Content or data from the Site through automated or manual means, except by standard search-engine indexing consistent with a published robots protocol or with XP Strategy’s prior written authorization.
• Use, reproduce, or ingest any Content or data from the Site to train, develop, fine-tune, benchmark, evaluate, or improve any artificial-intelligence, machine-learning, large-language-model, or similar system or dataset without XP Strategy’s prior written consent.
• Impersonate any person or entity, or misrepresent your identity, age, authority, or affiliation with any person or entity.
• Submit or transmit information that is false, misleading, defamatory, obscene, infringing, or otherwise unlawful, or that you are not authorized to provide.
• Collect, harvest, or use email addresses, phone numbers, or other contact information obtained through the Site to send unsolicited communications, or to conduct any marketing, solicitation, or spam activity.
• Reproduce, duplicate, copy, sell, resell, license, sublicense, distribute, publicly display, publicly perform, or otherwise commercially exploit any portion of the Site or its Content without XP Strategy’s prior written permission.
• Remove, obscure, alter, or falsify any copyright, trademark, service-mark, authorship, or other proprietary notice on the Site or its Content.
• Use XP Strategy’s name, logos, trademarks, service marks, trade dress, testimonials, results, or case studies in any manner that suggests an endorsement, sponsorship, affiliation, or business relationship that does not exist or that has not been authorized in writing.
• Use the Site or any Content to develop, market, or operate any product or service that competes with XP Strategy.
• Encourage, enable, or assist any third party to engage in any of the foregoing.

XP Strategy reserves the right, but assumes no obligation, to monitor, investigate, restrict, or take appropriate legal or technical action against any suspected violation of these Terms or any conduct that XP Strategy determines, in its sole discretion, may harm XP Strategy, its clients, the Site, or other users.

7. Intellectual Property Rights

The Site and all Content are owned by or licensed to XP Strategy and are protected by United States and international copyright, trademark, trade-dress, patent, trade-secret, and other intellectual-property and proprietary-rights laws. As between you and XP Strategy, XP Strategy and its licensors retain all right, title, and interest in and to the Site and all Content, including all associated intellectual-property rights.

Except as expressly permitted in these Terms or with XP Strategy’s prior written consent, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, display, perform, distribute, license, sell, rent, lease, loan, sublicense, create derivative works from, reverse engineer, decompile, disassemble, or otherwise commercially exploit any portion of the Site or its Content.

Any unauthorized use of the Content terminates the licenses granted in these Terms and may violate copyright, trademark, and other laws.

8. Trademarks

“XP Strategy,” the XP Strategy logo, and any other product or service names, logos, slogans, and designs displayed on the Site are trademarks, service marks, or trade dress of XP Strategy or its licensors and may not be copied, imitated, or used, in whole or in part, without XP Strategy’s prior written permission. You may not use any XP Strategy trademark in a manner that is likely to cause confusion, that disparages or discredits XP Strategy, or that suggests an affiliation or endorsement that does not exist.

All other trademarks, service marks, product names, company names, and logos appearing on the Site, including those of Amazon, Walmart, Target, Google, Meta, Microsoft, LinkedIn, and other third parties, are the property of their respective owners. Reference to any third-party name or mark on the Site is for identification and informational purposes only and does not imply endorsement, sponsorship, affiliation, or any relationship between XP Strategy and the owner of that mark, except where expressly stated.

9. Downloadable Resources

XP Strategy may make guides, templates, reports, presentations, worksheets, calculators, checklists, or similar materials available through the Site. Unless a resource expressly states otherwise, XP Strategy grants the recipient a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the resource solely for the recipient’s own internal business purposes.

You may not resell, sublicense, rent, publicly distribute, publish, post publicly, white-label, rebrand, or incorporate any resource, in whole or in part, into any competing or commercial offering, or use any resource to provide services to third parties, without XP Strategy’s prior written permission. XP Strategy retains all right, title, and interest in and to each resource, and no ownership is transferred to you.

10. Contact Forms and Other Submissions

The Site currently allows visitors to submit contact and inquiry forms and to schedule communications. The Site does not currently provide user accounts, customer portals, member logins, or direct online purchases. If XP Strategy introduces any such feature in the future, it may be subject to additional terms presented at that time.

As between you and XP Strategy, you retain ownership of the information and materials in your Submission. You grant XP Strategy a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable (to XP Strategy’s service providers acting on its behalf) license to host, store, reproduce, review, analyze, process, transmit, and otherwise use your Submission as reasonably necessary to respond to your request, evaluate a potential engagement, provide requested services, operate, secure, and improve the Site, comply with law, and establish, exercise, or defend XP Strategy’s legal rights.

You represent and warrant that: (a) you own or control all rights necessary to provide the Submission and to grant the license above; (b) the Submission is accurate to the best of your knowledge; (c) the Submission does not violate any law or infringe or misappropriate any third party’s intellectual-property, privacy, publicity, contractual, or other rights; and (d) you are authorized to provide any business, account, advertising, product, financial, employee, contractor, or customer information contained in the Submission.

Please do not submit marketplace passwords, account credentials, payment-card information, regulated health information, government-identification numbers, or other sensitive information through a general Site form unless XP Strategy specifically instructs you to use an approved secure method. You are responsible for maintaining your own copies of any materials you submit. XP Strategy is not responsible for the loss, deletion, or corruption of any Submission.

11. Feedback

If you send XP Strategy any suggestions, ideas, feedback, recommendations, or other input regarding the Site, XP Strategy’s services, or its Content (“Feedback”), you grant XP Strategy a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and incorporate the Feedback for any purpose, without any obligation, attribution, compensation, or restriction. Feedback is provided voluntarily, is not confidential, and creates no obligation on the part of XP Strategy.

12. Testimonials, Reviews, and Case Studies

If you voluntarily provide a testimonial, review, endorsement, or similar statement, XP Strategy may use it only as authorized by you and subject to applicable law. Any broader authorization to use a client’s name, logo, performance information, advertising data, screenshots, or case-study materials should be documented separately, whether in a Client Agreement, a release, or another written authorization.

Testimonials, reviews, and case studies reflect the individual experiences of the persons or businesses providing them, describe results that are not necessarily typical, and do not guarantee that any other client or Site visitor will achieve the same or similar results. Consistent with the Federal Trade Commission’s Endorsement Guides, a “not necessarily typical” disclaimer alone is not treated as adequate substantiation; testimonials and case studies displayed on the Site are intended to be supported by substantiation and, where an endorsement conveys a performance claim, to be accompanied by a clear disclosure of the results consumers can generally expect. See also the “No Guarantee of Results” section below.

13. No Professional or Business Advice

Site Content is provided for general informational and educational purposes only. Nothing on the Site constitutes legal, tax, accounting, financial, investment, employment, cybersecurity, regulatory, or other professional advice, and nothing on the Site should be relied upon as a substitute for advice from a qualified professional retained by you.

Advertising, marketplace, ecommerce, and business information may become outdated as platforms, policies, algorithms, products, market conditions, and laws change. XP Strategy does not undertake any obligation to update Site Content and makes no representation that Site Content is current, complete, or accurate. Your reliance on any Site Content is at your own risk.

14. No Guarantee of Results

XP Strategy may discuss advertising strategies, performance metrics, sales growth, profitability, cost reduction, conversion rates, return on advertising spend, advertising cost of sales, total advertising cost of sales, or other business outcomes. Actual results vary and depend on numerous factors outside XP Strategy’s control, including product quality, pricing, reviews, inventory, competition, marketplace conditions, platform policies and enforcement, listing quality, conversion rates, consumer demand, seasonality, advertising budgets, client decisions, and general economic conditions.

Past performance, testimonials, case studies, projections, examples, forecasts, and illustrative results presented on the Site are not guarantees of future performance and are not necessarily typical. Consistent with the Federal Trade Commission’s Endorsement Guides, where any such result functions as a performance claim, XP Strategy intends for it to be substantiated and accompanied by a clear disclosure of the results consumers can generally expect, rather than relying on a disclaimer alone. No statement on the Site constitutes a promise, warranty, or guarantee that XP Strategy or you will achieve any particular result. Any decision you make based on Site Content is your sole responsibility.

15. Marketplace and Platform Independence

XP Strategy is an independent business. Except where expressly stated and currently applicable, XP Strategy is not owned by, controlled by, endorsed by, sponsored by, affiliated with, or part of Amazon, Walmart, Target, Google, Meta, Microsoft, LinkedIn, or any other marketplace, advertising platform, retailer, or technology company. All third-party names and trademarks belong to their respective owners and are used for identification purposes only.

Your use of any third-party marketplace, advertising platform, or service is governed by that party’s own terms and policies, and XP Strategy is not responsible for any third party’s acts, omissions, policies, decisions, enforcement actions, outages, or changes.

16. Third-Party Websites, Services, and Integrations

The Site may contain links to, or integrations with, third-party websites, videos, software, scheduling tools, forms, social networks, podcast services, marketplaces, advertising platforms, or other resources. XP Strategy provides these links and integrations for convenience only and does not control, endorse, or assume responsibility for the content, availability, security, accuracy, products, services, terms, or privacy practices of any third party.

Your access to and use of any third-party website or service is at your own risk and is governed by that third party’s terms and privacy policies. You should review those terms and policies before using any third-party service. XP Strategy disclaims all liability arising from or relating to your use of, or reliance on, any third-party website, service, or integration.

17. Affiliate Links and Commercial Relationships

Some Site Content may include affiliate or referral links. XP Strategy may receive compensation, a commission, account credit, referral fee, or another benefit when a visitor purchases, registers, or engages through certain links. Where required by law, XP Strategy will provide an appropriate disclosure. The presence of an affiliate or referral link does not constitute an endorsement of, or a guarantee regarding, any third party’s products or services.

18. Copyright Complaints

XP Strategy respects the intellectual-property rights of others and expects users of the Site to do the same. The Site does not host user accounts or user-generated content. If you believe that any Content on the Site infringes a copyright you own or control, please contact XP Strategy in writing at the address in the “Contact Information” section below and include a description of the copyrighted work, the location on the Site of the material you believe is infringing, your contact information, and a statement of your good-faith belief that the use is not authorized. XP Strategy may remove or restrict access to material that it determines, in its discretion, to be infringing, and may restrict or terminate access for repeat infringers.

19. Site Availability, Modifications, and Changes to Content

XP Strategy may modify, update, suspend, discontinue, restrict, or remove any portion of the Site or any Content at any time, with or without notice, and in its sole discretion. XP Strategy does not guarantee that the Site or any feature or Content will always be available, will operate without interruption or error, will remain current, or will be free from harmful components.

XP Strategy is not liable to you or any third party for any modification, suspension, discontinuance, restriction, or removal of the Site or any Content.

20. Assumption of Risk

You access and use the Site at your own risk. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for security, accuracy, and reliability, including maintaining a means external to the Site to reconstruct any lost data. You are solely responsible for your devices, networks, and internet connectivity, and for any costs you incur in accessing the Site.

21. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, XP STRATEGY AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, TIMELINESS, AND AVAILABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, XP STRATEGY DOES NOT WARRANT THAT THE SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, WILL BE ACCURATE OR CURRENT, WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR WILL PRODUCE ANY PARTICULAR BUSINESS, ADVERTISING, SALES, OR FINANCIAL RESULT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM XP STRATEGY OR THROUGH THE SITE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of implied warranties, so some of the above exclusions may not apply to you. In that case, any implied warranties are limited to the minimum period and extent permitted by law. The disclaimers in this section are further subject to the “New Jersey Residents” section below.

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XP STRATEGY AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THE SITE, THE CONTENT, OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT XP STRATEGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF XP STRATEGY AND THE PARTIES LISTED ABOVE ARISING FROM OR RELATING TO THE SITE, THE CONTENT, OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID XP STRATEGY SPECIFICALLY FOR ACCESS TO THE SITE DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (USD $100).

The limitations and exclusions in this section apply to the fullest extent permitted by law but do not apply to liability that cannot lawfully be excluded or limited. Liability relating to paid professional services is governed by the applicable Client Agreement and not by these Terms. The parties agree that these limitations are an essential basis of the bargain and reflect a reasonable allocation of risk. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. The limitations in this section are further subject to the “New Jersey Residents” section below.

23. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless XP Strategy and its owners, officers, directors, employees, contractors, agents, affiliates, licensors, and service providers from and against any and all claims, demands, actions, liabilities, damages, judgments, awards, losses, and reasonable costs and expenses, including reasonable attorneys’ fees and costs, arising from or relating to:

• Your access to or use of the Site or any Content.
• Your violation of these Terms or any applicable law or regulation.
• Your Submission, including any claim that a Submission infringes, misappropriates, or violates any third party’s intellectual-property, privacy, publicity, contractual, or other rights.
• Your violation of any third party’s rights.
• Any misrepresentation made by you.

XP Strategy reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with XP Strategy’s defense of that matter. You may not settle any matter that imposes any obligation or liability on XP Strategy, or that requires any admission by XP Strategy, without XP Strategy’s prior written consent.

This indemnification obligation is subject to the “New Jersey Residents” section below.

24. New Jersey Residents

If you are a resident of the State of New Jersey, the following applies and controls over any conflicting provision in these Terms:

• No provision of these Terms limits, waives, or bars any warranty, right, claim, or remedy, or imposes any indemnity, fee-shifting, limitation of liability, or waiver, to the extent that such limitation, waiver, bar, or imposition is void, unlawful, or unenforceable as applied to a New Jersey resident under the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act (N.J.S.A. 56:12-14 et seq.) (“TCCWNA”) or any other applicable New Jersey law.
• Any provision of these Terms that is void or unenforceable as applied to a New Jersey resident under such law does not apply to that resident, but remains in full force and effect for all other users and in all other respects to the maximum extent permitted by law.
• Nothing in these Terms is intended to, and these Terms will not be read to, deny, limit, or waive any right or remedy that New Jersey law makes non-waivable for a New Jersey resident.

25. Confidential and Client Information

The Site is a public marketing and information resource and is not an appropriate channel for transmitting confidential, proprietary, or regulated information. Any confidential business information, marketplace data, advertising-account access, credentials, or similar information exchanged between XP Strategy and a client in connection with professional services is governed by the applicable Client Agreement and any related confidentiality or data-processing terms, and not by these Terms. Please refer to the Privacy Policy for information about how XP Strategy handles information submitted through the Site, and to your Client Agreement for information about how XP Strategy handles client business and account data.

26. Electronic Communications and Consent

When you communicate with XP Strategy electronically, including by submitting a form, sending an email, or scheduling a call, you consent to receive responsive and related communications from XP Strategy electronically. You agree that all agreements, notices, disclosures, and other communications that XP Strategy provides to you electronically satisfy any legal requirement that such communications be in writing, except where applicable law specifically requires another method. Any marketing or promotional communications are subject to the choices described in the Privacy Policy.

27. Force Majeure

XP Strategy is not liable for any delay or failure to perform, or for any interruption of the Site, caused by events beyond its reasonable control. These include, without limitation, acts of God, natural disasters, fire, flood, earthquake, severe weather, epidemic or pandemic, war, terrorism, civil unrest, riot, embargo, labor disputes, strikes, shortages, power or telecommunications failures, internet or hosting outages, equipment failures, cyberattacks, denial-of-service attacks, and the acts, omissions, outages, or policy changes of third-party platforms, vendors, carriers, or government authorities.

28. Governing Law and Venue

These Terms, and any dispute, claim, or controversy arising from or relating to these Terms or the Site, are governed by the laws of the State of New Jersey, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to the “Binding Arbitration” section below, any legal action or proceeding arising from or relating to the Site or these Terms that is not subject to arbitration must be brought exclusively in the state courts located in Monmouth County, New Jersey, or in the United States District Court for the District of New Jersey (together, the “Designated Courts”). You and XP Strategy irrevocably consent to the personal jurisdiction and venue of the Designated Courts and waive any objection based on inconvenient forum. Any reference in these Terms to seeking relief in court, including in the “Informal Dispute Resolution” and “Binding Arbitration” sections, means the Designated Courts.

29. Informal Dispute Resolution

Before initiating any arbitration or legal action arising from or relating to the Site or these Terms, the complaining party must first provide the other party with written notice describing the dispute in reasonable detail, the relief sought, and the party’s contact information. Notice to XP Strategy must be sent as provided in the “Notice” section below. The parties will then attempt in good faith to resolve the dispute informally for a period of 30 days after the notice is received.

This requirement does not prevent either party from seeking temporary, preliminary, or permanent injunctive or equitable relief in the Designated Courts (as defined in the “Governing Law and Venue” section) when reasonably necessary to protect intellectual property, confidential information, or security, or to stop unauthorized access to or use of the Site.

30. Binding Arbitration; Class-Action and Jury-Trial Waiver

Please read this section carefully. It affects your legal rights. It requires you and XP Strategy to resolve most disputes through binding individual arbitration instead of in court, and it limits the way you can seek relief. By agreeing to these Terms, you understand and agree that you and XP Strategy are each giving up the right to sue in court and to have any dispute decided by a judge or jury, except for the limited matters described below, and are instead agreeing that most disputes will be resolved by a neutral arbitrator. You are also giving up the right to participate in a class action or other representative proceeding.

This arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., and evidences a transaction involving interstate commerce. The arbitrator, and not any federal, state, or local court, has the authority described below.

If a dispute is not resolved through the informal process described above, any dispute, claim, or controversy arising out of or relating to the Site or these Terms, including questions concerning their existence, validity, interpretation, breach, or scope, will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) rather than in court, except as stated in this section. The arbitration will be governed by the AAA Commercial Arbitration Rules then in effect, except that, if the dispute qualifies as a “consumer” dispute under the AAA’s rules, the AAA Consumer Arbitration Rules and the AAA Consumer Due Process Protocol will apply instead and, to the extent they conflict with any provision of this section, those consumer rules and protocols control. The applicable AAA rules are available at www.adr.org.

The arbitration will be conducted before a single arbitrator and will take place in the county identified in the “Governing Law and Venue” section, in the State of New Jersey, or, at the electing party’s option, by videoconference or on a documents-only basis where the applicable AAA rules permit. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, except that a court has authority to decide whether the class-action and representative-action waiver below is enforceable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

To the maximum extent permitted by law, you and XP Strategy each waive any right to a trial by jury and any right to bring, join, or participate in a class action, collective action, private attorney-general action, or other representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of a representative or class proceeding. If this class-action and representative-action waiver is found to be unenforceable as to a particular claim or request for relief, that claim or request will be severed and adjudicated in the Designated Courts, and the remaining claims will proceed in arbitration.

Nothing in this section prevents either party from seeking temporary, preliminary, or permanent injunctive or equitable relief in the Designated Courts (as defined in the “Governing Law and Venue” section) to protect intellectual property, confidential information, or security, or to stop unauthorized access to or use of the Site. Allocation and payment of arbitration filing, administrative, and arbitrator fees, and any recovery of costs or attorneys’ fees, will be governed by the applicable AAA rules and by applicable law; in a consumer dispute, the AAA Consumer Arbitration Rules and any applicable New Jersey consumer-protection law govern such allocation and recovery, and no provision of these Terms shifts fees or costs to a consumer in a manner those rules or that law prohibit.

31. Termination and Suspension

XP Strategy may, in its sole discretion and without notice or liability, suspend, restrict, or terminate your access to the Site, in whole or in part, if you violate these Terms, create a security, legal, or reputational risk, interfere with the operation of the Site or the rights of others, or if XP Strategy modifies or discontinues the Site.

You may stop using the Site at any time. Upon any termination, the licenses granted to you in these Terms immediately end, and you must cease all use of the Site and its Content. Any provision of these Terms that by its nature should survive termination will survive, including the provisions concerning Submissions, feedback, intellectual property, disclaimers of warranties, limitation of liability, indemnification, confidentiality, dispute resolution, arbitration, governing law and venue, and these general provisions.

32. Changes to These Terms

XP Strategy may update or revise these Terms from time to time. When we make changes, we will revise the “Last Updated” date above. Changes become effective when posted unless a later effective date is stated. If we make material changes, we may provide additional notice as required by law or as we deem appropriate.

Your continued access to or use of the Site after updated Terms become effective constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Site. Changes to these Terms will not retroactively alter any separately signed Client Agreement.

33. Notice

Unless these Terms provide otherwise, any legal notice to XP Strategy must be in writing and sent to XP Strategy Corp at its address of record, 1405 NJ-35, Suite 209, Ocean Township, NJ 07712, or by email to privacy@xpstrategy.com, and is effective upon receipt. XP Strategy may provide notice to you by posting on the Site, by emailing an address you have provided, or by any other reasonable method, and that notice is effective when sent or posted.

34. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any supplemental terms expressly incorporated by reference, constitute the entire agreement between you and XP Strategy concerning your use of the Site and supersede all prior or contemporaneous understandings on that subject, except for any separate Client Agreement that applies to particular professional services.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

No Waiver. XP Strategy’s failure to enforce any provision of these Terms is not a waiver of that provision or of any other provision, and no waiver is effective unless in writing and signed by an authorized representative of XP Strategy.

Assignment. You may not assign, transfer, or delegate your rights or obligations under these Terms, by operation of law or otherwise, without XP Strategy’s prior written consent, and any attempted assignment in violation of this provision is void. XP Strategy may freely assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, financing, sale of assets, or similar transaction. These Terms bind and benefit the parties and their permitted successors and assigns.

No Third-Party Beneficiaries. Except for the indemnified parties identified in these Terms, these Terms do not create any third-party-beneficiary rights.

Relationship of the Parties. Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and XP Strategy.

Interpretation. Section headings are for convenience only and do not affect interpretation. The words “including” and “include” mean “including without limitation.” These Terms will not be construed against XP Strategy as the drafter.

Reservation of Rights. Nothing in these Terms waives or limits any statutory or common-law protection available to XP Strategy for its intellectual property, confidential information, security, or other rights. All rights not expressly granted to you are reserved by XP Strategy and its licensors.

Export and Sanctions Compliance. You agree to comply with all applicable United States export-control and economic-sanctions laws in connection with your use of the Site.

35. Contact Information

Questions about these Terms may be directed to:

XP Strategy Corp
1405 NJ-35, Suite 209, Ocean Township, NJ 07712
Email: privacy@xpstrategy.com
Website: https://xpstrategy.com/