Graphex Technology LLC - Terms and Conditions

Graphex Technology

is a platform that connects professionals, technicians, certified skills workers with businesses and the communities around the world to provide business technology solutions clients to develop the full potential of their enterprises.
Graphex has a wide array of experts their main focus is to increase the presence of your business online, enhance faster operational efficiency, collaborate and meet new clients everyday. Building this platform, it’s a dream comes true in a willingness to link people all around the world, make everyone become their own boss, and reinvent themselves by using their skills and ability to sell services to right in the comfort in their home.
We believe that, every human on earth carries a seed of business, they were born to lead and be successful in their areas of gifting. Graphex is aiming to helping businesses and organizations become more efficient, profitable, and competitive on the market.

THE FOLLOWING TERMS AND CONDITIONS APPLY IF YOU ARE ACCESSING GRAPHEX TECHNOLOGY SERVICES. (AS THOSE TERMS ARE DEFINED BELOW): WELCOME TO GRAPHEX TECHNOLOGY, AN E-COMMERCE SOLUTION THAT ALLOWS BUSINEES OWNERS, FREELANCERS (Sellers), AND EMPLOYERS TO OFFER WEBSITES SERVICES, GRAPHIC DESIGNS, WEBSITE DESIGNS, WRITING AND TRANSLATIONS, DATA SCIENCE, FREELANCING SERVICES.
BEFORE YOU, A SELLER OR BUYER, ACCESS THE APP OR SERVICES (AS SUCH TERMS ARE DEFINED BELOW), PLEASE CAREFULLY REVIEW ALL TERMS AND CONDITIONS IN THESE TERMS OF USE (“TERMS”) AND BE SURE YOU UNDERSTAND THEM.
THESE TERMS CONSTITUTE A LEGAL AGREEMENT BETWEEN GRAPHEX TECHNOLOGY LLC (“GRAPHEX”, “WE”, AND/OR “US”) AND YOU AND/OR THE ENTITY YOU REPRESENT (“SELLER OR BUYER” AND/OR “YOU”) WHICH GOVERNS YOUR USE OF OUR SERVICES; FOR CLARITY, THESE TERMS ARE AN AGREEMENT BETWEEN YOU AND GRAPHEX ONLY, AND NOT BETWEEN YOU AND ANY OF GRAPHEX’S LICENSORS, VENDORS, FREELANCERS, CONTRACTORS OR SUPPLIERS, INCLUDING WITHOUT LIMITATION GRAPHEX ACADEMY.
YOUR USE OF THE SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO THESE TERMS, INCLUDING ANY UPDATES, TO THE EXCLUSION OF ALL OTHER TERMS. BY CHOOSING “I ACCEPT”, OR DOWNLOADING, ACCESSING, OR USING THE SERVICES IN ANY MANNER, OR CONTINUING TO USE THE SERVICES AFTER ANY UPDATES (I) YOU AGREE THAT YOU HAVE READ THESE TERMS, THAT YOU UNDERSTAND THEM, AND THAT YOU AGREE TO BE LEGALLY BOUND BY THEM, AND (II) IF YOU ARE ENTERING THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY.
Subject to the terms and conditions of these Terms, GRAPHEX, its affiliates, contractors and/or agents will use commercially reasonable efforts to, in connection with sales made through the Seller platform, coordinate order processing, customer service and web and sales analytics through the Graphex application software product (the “App”) available on the App Store.
The Services and these Terms may be altered or modified from time to time in Graphex’s sole discretion, except that if we alter or modify these Terms, we will bring it to your attention by updating the Terms on the Graphex App Store, by sending you an email, and/or by some other means.
Access to the Services may require Seller or Buyer to install certain software applications and/or access other software services operated or provided by third parties (“Third Party Services”).
Graphex is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services.
Seller is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Graphex does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Seller and a third party provider is solely between Seller and such third party provider and is governed by such third party’s terms and conditions.
Seller acknowledges and agrees that Graphex has the right to remove any content, including Seller Content (as defined below) or Product from the Services at any time, for any reason (including, but not limited to, upon receipt of threats, claims or allegations relating to such content or Product). Graphex is also free to suspend access to your use of the Services or your account, for any reason, in our reasonable discretion.

LICENSE

Subject to the terms and conditions of these Terms (including, without limitation, the restrictions set forth in Section 4 below), Graphex hereby grants Seller a limited, non-sublicensable, non-transferable, non-exclusive license to access and use the Services in accordance with the terms of these Terms. This license will terminate automatically upon termination of these Terms.

INTELLECTUAL PROPERTY

Seller acknowledges and agrees that Graphex owns all right, title and interest (including proprietary and intellectual property rights and all other rights of any sort throughout the world) relating to any and all inventions, works of authorship, artistry, designations, designs, the “look and feel,” know how, ideas, programs and information in connection with the Services (including without limitation the App) and all derivatives, modifications, upgrades, or versions thereof and Graphex’s name, trademark, and logo of Graphex. Seller acknowledges that, except for the limited license expressly granted in these Terms, Seller has not acquired and will not acquire any right, title or interest in the Services or the Graphex’s products or any intellectual property relating to any of the foregoing.
Graphex acknowledges and agrees that Seller retains all right, title and interest in and to Seller’s name, intellectual property and logo all unique content, including without limitation images, artwork, and designs created or provided by Seller on the Seller’s account. Seller hereby grants Graphex and its successors a worldwide, non-exclusive, royalty-free, sublicensable license to use, display, reproduce and distribute the Seller products and Seller Content:

1. For the purposes of these Terms, including for the purpose of fulfilling Graphex’s obligation of providing the Services.
2. As reasonably necessary to publicize the parties’ relationship and Seller’s use of the Services.

To the extent generally available through the Services, Graphexwill provide Seller access to customer data, such as name, address, email, and order history, for customers who purchase Seller’s Products. Seller represents and warrants that its use of Customer Data will at all times comply with all applicable law and regulations, as well as the privacy policy applicable to it at the time of collection.

SELLER RESPONSIBILITIES

Seller will upload Seller Content in an acceptable format to Graphex’s discretion, may include: png,eps,svg, jpg, jpeg, and gif formats of at least 300 dpi depends of the project) and comply with all other technical requirements for the Seller Content, all as determined by Graphex in its discretion.
Seller will integrate the App and display content provided through the App on the Seller’s account by installing the App and connecting it to the Seller account, or by following other instructions which may be provided by Graphex from time to time.
Seller will not, and will not permit anyone else to, directly or indirectly:

1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, data or algorithms of any part of the Services (except to the extent such restriction is prohibited by applicable law);
2. copy, modify, translate, or create derivative works based on the Services;
3. rent, sell, lease, distribute, provide on a service bureau basis or otherwise use the Services for the benefit of any third party;
4. remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof;
5. use or refer to the Services or any portion thereof for benchmarking or to research, build, or modify a product or service competitive with the Services; or 6. or use the Services other than in accordance with these Terms and in compliance with all applicable laws and regulations. Seller is responsible for all of Seller’s activity in connection with the Services.

Seller acknowledges and agrees that the terms of sale available here (as updated by Graphex from time to time) will apply to any purchase through the Seller Account, and Seller will comply with its obligations set forth in such terms and will not modify or obscure such terms or otherwise take any action that would impede the effectiveness of such terms.
Seller acknowledges and agrees that the privacy policy available here (as updated by Graphex from time to time) will apply to the Seller Account and Seller will comply with its obligations set forth in such policy and will not modify or obscure such policy or otherwise take any action that would impede the effectiveness of such policy. Seller agrees to only use data obtained from users of the Seller Account (including, without limitation, any Customer Data) as expressly allowed by such privacy policy and applicable law.
Seller acknowledges and agrees that it will conduct itself at all times in such a manner as not to engage in conduct that is generally viewed by the public as offensive, reprehensible, illegal, vulgar, or that otherwise impairs or diminishes or is reasonably likely to impair or diminish the reputation of Graphex.
You may be required to sign up for an account in connection with the App and Services and select a password and user name (“Graphex User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Graphex User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

CONFIDENTIALITY

Seller agrees that all code, inventions, algorithms, know-how and ideas and all other proprietary business and technical information obtained from Graphex is the confidential property of the Graphex (“Confidential Information’’).
Except as allowed herein, during the term of these Terms and after any termination hereof, Seller will hold in confidence and not use or disclose any Confidential Information and will be responsible for any use or disclosure of such Confidential Information by its employees, agents, and contractors. Confidential Information will not include information Seller can document:
1. is or has become readily publicly available without restriction through no fault of the Seller or its employees, agents or contractors;
2.is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information;
3. was rightfully in the possession of Seller without restriction prior to its disclosure by Graphex;
4. was independently developed by Seller employees or consultants without use of or reference to the Confidential Information.
If required by law or court order, Seller may disclose Confidential Information provided that Seller provides prior notice to Graphex of any such intended disclosure (to the extent permitted by law), uses reasonable efforts to limit such disclosure and to obtain confidential treatment of or a protective order governing any such disclosure, and allows Graphex to participate in the proceedings.

REPRESENTATIONS AND WARRANTIES; WARRANTY DISCLAIMER

Seller represents and warrants that:
1. Seller owns, controls, or has all licenses, rights, consents and permissions necessary to use and authorize Graphex and its agents, contractors and service providers to use the Seller Content and Seller products;
2. neither the Seller products the Seller Content, nor performance of these Terms by either party will infringe, misappropriate or violate any intellectual property rights or other rights or agreements;
3. neither the Seller products nor the Seller Content contain anything that defames, libels or otherwise injures or interferes with the privacy or publicity rights of any third party or anything that is obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;
4. no part of the Seller products, the Seller Content, or these Terms (or their performance) will require payment of any kind to any third party;
5. Seller will not (and will not permit anyone else to) upload, download, post, submit or otherwise distribute or facilitate distribution of any content or software through the Services that is able to disrupt, damage or interfere with the proper function of any software, hardware, or telecommunications equipment, system, data or other information; circumvent or manipulate Graphex’s fee structure or the billing process; impose an unreasonable or disproportionately large load on Graphex’s (or its third party providers’) infrastructure; or interfere or attempt to interfere with the proper working of the Services or any activities conducted on or through the Services;
6. Seller’s use of the Services will comply with all applicable law.
ALL SERVICES PROVIDED BY GRAPHEX AND/OR ITS AGENTS, VENDORS, PARTNERS, CONTRACTORS AND SUPPLIERS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF ACCURACY, RELIABILITY, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

FEES AND PAYMENT

Platform Fee: By accepting these Terms, you confirm that you will automatically be charged a one-time payment to the service requested or a fee associated with the Services through your Payment.

PRODUCTS FEES

For each service sold through Seller’s account, buyer will pay Graphex the applicable service fee, as listed on Graphex’s terms and conditions. Buyer will pay such service Fees in accordance with the then-current applicable payment terms buyer has selected through the Services. through Buyers’s selected method of payment. Buyer agrees to make payment in accordance with its Payment Terms and hereby authorizes Graphex to charge Buyer’s Payment Method in accordance therewith. Graphex is not responsible for any error by any payment providers associated with Buyer’s Payment Method. Graphex may update the Product Fees from time to time.
BUYER MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR BUYER’S PAYMENT METHOD AND BILLING ACCOUNT. SELLER MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP ITS PAYMENT METHOD AND BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE IF THE CARDS WERE SAVED AS A DEFAULT METHOD OF PAYMENT).
Buyer will pay Graphex any development, service and other fees which Graphex may introduce from time to time. Upon the introduction of new fees, Graphex will notify Buyer through the Services. If Buyer does not consent to the new fees, then Buyer must cease use of the Services or follow the instructions provided by Graphex in the applicable notice.

TERMINATION

These Terms may be immediately terminated by either party for any reason upon notice to the other party.

RELATIONSHIP OF THE PARTIES

Notwithstanding any provision hereof, for all purposes of these Terms each party will be and act as an independent contractor and not a partner, Business owner, joint venturer, agent, employee or representative of the other and will not bind nor attempt to bind the other to any contract. Buyer is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort.

INDEMNIFICATION

Seller, at its own expense, will indemnify and hold harmless Graphex, its officers, directors, employees, associates and affiliated corporations against any liabilities, damages and expenses, including, without limitation, reasonable attorneys’ fees, that are actually paid to an unaffiliated third party resulting from third party claims that arise from or relate to:
1. an actual or claimed violation of any intellectual property and proprietary rights of any person or entity, including without limitation, rights of publicity, by the Seller Content, Seller products, or materials and marketing provided by Seller in connection with these Terms
2. Buyer’s payment or failure to pay any taxes relating to the sale of services, or buyer’s use of the Services.

LIMITATION OF LIABILITY

GRAPHEX CANNOT GUARANTEE THE IDENTITY OR INFORMATION OF ANY USERS (INCLUDING, BUT NOT LIMITED TO, CUSTOMERS) WITH WHOM SELLER INTERACTS IN THE COURSE OF USING THE SERVICES. SELLER OR BUYER WILL NOT HOLD GRAPHEX RESPONSIBLE FOR ACTIONS OR INACTIONS OF UNAFFILIATED USERS, INCLUDING ANYTHING THEY INDIVIDUALLY OR COLLECTIVELY POST. EXCEPT FOR ANY BREACH OF SECTION OF (CONFIDENTIALITY) OR GRAPHEX’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL GRAPHEX BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE), FOR ANY (A) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, (B) DATA LOSS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, TECHNOLOGY, OR RIGHTS, OR (C) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNT OF GROSS REVENUES PAID TO SELLER BY GRAPHEX DURING THE PREVIOUS THREE (3) MONTHS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GENERAL

Governing Law; Arbitration. These Terms will be construed under the laws of the State of New York, without regard to its conflicts of law provisions. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Nassau County, New York, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Nassau County, New York.
No Third-Party Beneficiaries. These Terms is made exclusively for the benefit of the parties hereto and not for the benefit of any third person or entity.

NOTICE

Any notice required or permitted by these Terms to be given to either Party will be deemed to have been duly given if sent (a) by electronic email, with confirmation of successful transmission to support@graphex.netwhen sent by Buyer to Graphex and to the email address provided by buyer to Graphex when sent by Graphex to Seller; or (b) in writing, hand delivered or mailed by first-class, registered or certified mail, postage prepaid and addressed to Legal Department, Graphex at P.O. Box 130157, Springfield Gardens, New York, 11413. when mailed by Buyer to Graphex, and to the address provided by Buyer to Graphex when sent by Graphex to Buyer. A notice will be deemed to be delivered: (x) in the cases of electronic mail and hand delivery, on the date it is actually delivered; and (y) in the case of first-class, registered or certified mail, postage prepaid, on the third (3rd) business day after it is delivered to the U.S. Postal Service. Force Majeure. Neither party nor, its vendors nor their affiliates, subsidiaries, parent corporation or any of their parents’ affiliates or subsidiaries, will be liable in any way for delay, failure in performance, loss or damage related to or due to or arising out of any of the following force majeure conditions: fire, terrorism, strike, embargo, explosion, power blackout, earthquake, volcanic action, flood, war, water, the elements, labor disputes, civil disturbances, government requirement, civil or military authority, acts of God or public enemy, or other causes beyond its reasonable control, whether or not similar to the foregoing.
Severability. If any term or provision of these Terms will be held to be invalid or unenforceable, the remainder of these Terms will not be affected thereby; and each term and provision hereof will be valid and enforceable to the fullest extent permitted by applicable law.

HEADINGS

The paragraph headings are supplied only for convenience and do not restrict or elaborate on the terms and provisions contained in such paragraphs.
Amendment. Graphex retains the right to modify the Services or the terms of these Terms at any time. Graphex will inform Buyer of any modifications or changes to the Services via the Services or other means. Buyer’s use of the Services after receiving such notice will constitute acceptance of such modifications or changes.
Entire Agreement.Graphex and Seller or Buyer acknowledge that these Terms are the complete and exclusive statement between the parties with respect to the Services and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties, relating to the subject matter of these Terms.
Assignment. These Terms will be binding and inure to the benefit of the parties. Seller and Buyer may not assign or otherwise transfer these Terms without Graphex prior written consent. Graphex may freely assign or otherwise transfer these Terms or any of its rights or obligations hereunder. Any purported assignment or delegation, in contravention of these terms, will be null and void.