Ganxy

Ganxy Content Provider Terms Of Service

The following describes the terms and conditions under which you may use our software and services. For this purpose, Ganxy, Inc. (“Ganxy,” “we,” “us,” or “our”) provides the ganxy.com website, the Ganxy Showcase (as described below), and Ganxy’s content retail and delivery service (collectively, the “Service”)to content providers who wish to promote or sell their product(s) to consumers using the Service (“Content Provider,” or “you”).

Your use of the Service in any manner signifies your agreement to these terms and conditions as a prerequisite to you signing up for and using the Service. These terms and conditions form a legally binding agreement between you and us regarding your use of the Service.

By using the Service, you accept the following terms, conditions, and policies (collectively, the “Agreement”).

Ganxy Campaigns

Ganxy enables you to promote and/or sell a digital content item (your “Product”) through the use of “Campaigns.” Each Campaign has a goal, such as increasing sales or growing your audience, and it can be promoted in various ways both online and offline (e.g., on websites, blogs, social networks, in emails, and on printed material). You may have multiple Campaigns for a single Product.

The Ganxy Showcase

The Ganxy Showcase (or “Showcase”) is a component of the Service that displays information about a Product that you choose to provide and gives end users who view a Showcase (referred to as “Consumers”) the option to purchase your Product directly from Ganxy and/or from third party retailers if you choose to provide links to them, or to access your Product for free if you choose to offer that option. Within a Showcase, details about your Product (including, but not limited to, image files, text descriptions, preview files, and other digital representations of your Product, collectively, your “Content”) are displayed to Consumers.

A Showcase may take several forms, including its own dedicated webpage (with a unique URL provided by Ganxy, which may change from time to time) and a widget form that can be embedded in other webpages. You may list multiple Products with the Service, each of which may be displayed via one or more Showcase(s), but we will generally use the singular form of the phrase Showcase in this Agreement. For the purposes hereof, the term “Showcase” shall include any and all integrated or underlying source code, designs and software.

A Showcase may be used to support a Campaign, or you may run a Campaign without a Showcase such as by using buttons, links, or redemption codes distributed online and/or offline (e.g., on printed materials).

License

You hereby grant us, subject to the terms and conditions of this Agreement, a non-exclusive, non-sublicensable, non-transferable, worldwide, fully revocable license to reproduce and display your Product and Content for the sole purpose of displaying your Showcase or otherwise distributing your Product by way of Service (the “License”).

Your Product

You represent and warrant that you own, control or have been duly licensed the necessary rights for any Product that you provide to and by way of the Service. You are solely responsible for any Product you make available via the Service, and retain any and all rights not specifically granted to Ganxy hereunder. Your grant of rights to Ganxy hereunder is not exclusive unless otherwise explicitly agreed by the parties. You hereby affirm that your Product does not and will not infringe upon the copyright, trademark or other legal rights of any third-party rights holders. You hereby affirm that you have the legal right to distribute any Product that you distribute via our Service in any jurisdiction where such Product is distributed, and that you shall bear the full legal and financial responsibility for any infringement you cause upon any third party’s rights. Your Product must not contain material that is unlawful, obscene, defamatory, indecent, harassing, threatening, invasive of privacy or publicity rights, or, in our sole judgment, otherwise harmful or inappropriate. We retain the right to remove any Product at any time for any reason whatsoever, and will do our best to resolve any issues regarding your Product with you before removing it.

Ganxy does not sell digital rights management (“DRM”) restricted Products. As such, you represent and warrant that any Product you provide for sale shall not be DRM restricted, and shall be freely usable, readable or playable by any device or piece of software that is normally able to access Products of the format in which a given Product is provided. You represent and warrant that any Product provided by you shall be as described, and free of any defects which would make such Product unfit for the purpose for which it is intended. You agree that any costs Ganxy may incur as a result of the foregoing failing at any time to be true and correct may be offset against any other amounts payable to you hereunder.

You agree that the statements in your Product will be accurate, and you will refrain from using the Service in a manner that is in any way misleading to Consumers who access your Product via or as a result of the Service.

Order Fulfillment

We are solely responsible for processing orders (including processing payments, payment collection, storage, and delivery) placed by Consumers by way of the Service, as well as requests for refunds and related customer service. You are responsible for uploading Products, Content and other intellectual property to the server (or other location) owned or controlled by us solely for our use in connection with processing orders. If a given Product has not been properly loaded onto our systems, we cannot make it available for sale.

If you choose to sell your Product directly via Ganxy:

Retail Price

You will provide a retail price in USD for each Product that you submit to the Service. If we offer your Product for sale in a different currency than USD, we may convert the retail price at an exchange rate determined by us, and we may periodically update the converted retail price in order to reflect current exchange rates.

Product Pricing

You will be asked to set an initial price and a minimum price for that Product for every Product you submit to the Service. If your Product has also been made available for sale by way of any third party retailers, and should the price of your Product fall below the initial price you have set, Ganxy will attempt to competitively price your product, down to the lowest price charged by any third party retailer in the previous month, so long as that price is not less than your minimum price. If the lowest price charged by a third party retailer in the previous month falls below your minimum price, Ganxy will either reduce your Product’s price to your minimum price, or pause the sales of your product, and alert you. Ganxy reserves the right to set a systemwide absolute minimum price for product sales, below which your product may not be sold or displayed for sale.

Payments for Product Sales

Payments:

So long as you are a user in good standing and have fulfilled your responsibilities under the terms and conditions of this Agreement, Ganxy shall pay you ninety percent (90%) of the amount actually received by Ganxy for the sale of your lawfully provided Product to any Consumers by way of the Service, net of payment processing fees (including any applicable currency conversion fees and cross border fees), refunds, taxes collected and payable to any government agency, losses due to credit, charge and debit card fraud and bad debt, and rebates and other promotional discounts offered to Consumers (if you have opted in to them).

We will provide you access to information about the calculation of amounts payable to you, including the number of sales of each Product, the date of sale, and the amount collected for such sale, as well as provide information about refunds.

Payment Terms:

So long as the total amount payable to you by Ganxy is greater than $10.00 USD, you may use the Service to request that Ganxy disburse the amount currently owed you (a “Payment Request”). We will use all commercially reasonable efforts to distribute the amount payable in association with such Payment Request, less any transaction fees directly associated with fulfilling such Payment Request, within seven (7) days of your request.

The proceeds from each Product sale will become available once they have actually been made available to Ganxy by the relevant payment processor. We may also hold a portion of the proceeds from each sale to cover refunds, chargebacks and the like (a “Reserve”). We will notify you if we add a Reserve to your account, and you can always see when amounts due are available in your Ganxy account.

You must use our supported methods for receiving payments (see “How do I receive my earnings from the sale of my content?”. If you do not have an account with one of our supported payment methods, you will need to create one before we can send you any amount due. We bear no responsibility for sending you any amount due if you provide a Product for sale by way of the Service but do not accurately and successfully associate a supported payment method with your account.

We are obligated to protect ourselves, our affiliates, and third party rightsholders if we reasonably believe that: (i) you have violated any of the terms of this Agreement; (ii) any dispute exists involving your account or transactions related thereto; (iii) such restriction is required to protect the security of our Service; or (iv) if required to under any law or court order, or if otherwise requested by law enforcement or any government entity. In such a case, we may suspend our payments to you while resolving any pending dispute or completing any related investigation. If we determine that you have knowingly listed a Product for sale in violation of the rights of any third party or in conflict with the terms of this Agreement, you shall be required to make good any related expenses or to remit to us any amounts due that you have already received for such Product, and any amount payable to you hereunder may be offset against any related expenses.

You are solely responsible for any and all applicable taxes or charges imposed by any government entity in connection with your use of the Service, including, but not limited to, income tax or sales tax due in your jurisdiction. We may be required by law to obtain tax information from you if you are a U.S. citizen, U.S. resident, U.S. business entity, or if your business is otherwise taxable in the U.S. If we request tax information and you do not provide it, we may withhold a portion of or all amounts payable to you hereunder until you furnish this information or until you otherwise provide acceptable evidence that you are a person or business entity from which we are not required to obtain tax information.

If you choose to promote your Product that is being sold on third party retailers:

If you have made your Product(s) available for sale by way of third-party retailers (e.g., Amazon, Apple), and also provided such Product or listings therefor to a Showcase, you may at your sole option provide us with links to your Product as listed with those retailers. These links will be displayed in the Showcase as options by way of which Consumers may purchase such Product. We reserve the right to add our own affiliate codes to any third-party retailer links that you enter, and retain any revenue derived by way of such links. If you also provide us with your own affiliate codes for such third-party retailer links, they will be displayed in your Showcase seventy-five percent (75%) of the time, and our own affiliate codes will be displayed the remaining twenty-five percent (25%) of the time. Any revenue derived from the 75% of the time your affiliate code is displayed is your own.

If you choose to distribute your Product to Consumers using Ganxy Vouchers:

You may specify how many Voucher copies you would like to have for a Campaign and Ganxy will provide you with links or codes in that amount. Vouchers will be active for a period of one (1) year, unless you set a shorter expiration timeline. After this period, Consumers will no longer have the option to redeem the Voucher if they haven’t already done so. Vouchers created for one Campaign cannot be transferred to another Campaign.

There is a cost to create Vouchers, as detailed in the user interface of your account during the Campaign setup process. If you have an outstanding balance from a previously-created Campaign, we may restrict you from starting a new Campaign until you have paid for your previous usage.

Service Guarantees

Ganxy does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of your or third party equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond Ganxy’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Ganxy or any third party servers are located or co-located.

Geographic Restrictions

You understand that your use of the Service implicitly enables and allows people and businesses worldwide to view, link to, and share your Product solely as permitted by and through the Service. We may allow you to limit the distribution of your Product to specific geographic locations. We will use the method of our choosing to do so, and make reasonable efforts to determine a Consumer’s geographic location, to the extent possible given our technologies.

Data

You agree that Ganxy has the right to access and use any and all data gathered by the Service in the process of fulfilling the Service’s purpose, and that such data may or may not be stored in a form that is accessible to you. Ganxy agrees that any collection of such data will be subject to the terms of our Privacy Policy, located at https://ganxy.com/legal-agreements/content-provider-privacy-policy. We encourage you to review and thoroughly understand our Privacy Policy, which may be updated from time to time. We may provide ways in which you may be able to communicate with Consumers who have agreed to receive such communications from our Service. We may supply you with non-personally identifiable information with regard to Consumers who have not agreed to receive such information, such as where Consumers discovered your Product (e.g., on a particular webpage), conversion rates for different third-party sources of traffic, and the like. You agree that any such communications, and your use of any such information provided to you, shall be governed by the terms of our Privacy Policy. You represent and warrant that any and all of your communications with Consumers will be in compliance with any and all local, state and federal laws or regulations governing such communications (including but not limited to the CAN-SPAM Act), and that you are solely responsible for ensuring such compliance and understanding such laws or regulations.

We may use non-attributable aggregated data related to users’ Product and/or Showcases for marketing purposes, analytical and development purposes, and to the extent possible will make this information available to you. We will never sell information about you, your Content or your Product(s), and will use such information only for the purposes of improving the Service and increasing the visibility of your and similar Products.

Proprietary Rights and Brand Licenses

Ownership:

We shall have all right, title, and interest in and to the Showcase, our domain names, logos, trademarks, and other marks (our “Brands”), and any and all of our intellectual property and derivative works, and you will not acquire any rights therein. You will cooperate with respect to perfecting any and all of our intellectual property rights.

Brand License:

Subject to the terms and conditions of this Agreement, each party hereby grants to the other a non-exclusive, non-transferable, worldwide, fully paid license to reproduce and display their respective Brands, solely in connection with the display of the Showcase and as otherwise contemplated by this Agreement; provided, however, that you do not make any specific use of our Brands without first submitting a sample to us which will be subject to our written approval, such approval not to be unreasonably withheld. All use of our Brands must be in accordance with the guidelines provided by us from time to time, as to the correct usage and specifications (color, font, logo, dimensions, etc.) for the Brands. All goodwill accruing from use of our Brands will inure to the benefit of the respective trademark owner.

Trademarks:

Other than the rights expressly set forth in this Agreement, each party retains all of its rights to its respective Brands. All benefits and rights from the use of the licensor’s Brands by the licensee will inure to the licensor. Without limiting either party’s rights and remedies, in the event that the licensor notifies the licensee of any incorrect usage of the licensor’s Brands, the licensee must promptly correct such usage as directed by the licensor.

Restrictions:

Each party agrees to not disparage the other or the products or services that they provide.

You must not use our Brands in any manner which in our reasonable judgment may diminish or otherwise damage Ganxy’s or Ganxy’s licensors goodwill in our Brands, including, not but limited to, uses which could be deemed unlawful or which purpose is to encourage unlawful activities.

You must not use any methods of promoting the Service that are unlawful in any manner, including, without limitation, the sending of infringing content, bulk commercial electronic messages or “spam.” You must not send any viruses, worms, bots or any other attachments and/or files of any kind other than those lawfully authorized.

You agree that you will not yourself, or through any parent, subsidiary, affiliate, agent, or other third party: sell, lease, license, sublicense, encumber, or otherwise deal with any portion of the Showcase, Service or other Ganxy code, nor decompile, disassemble, or reverse engineer any portion of the Showcase, Service or other Ganxy code, nor may you create any derivative work based on the Showcase, Service or other Ganxy code, nor may you allow the transfer, transmission, export, or re-export of any Showcase, Service or other Ganxy code or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC or any other government agency.

We may create limits on use and file storage at our sole discretion, in which case we will notify you in advance of when such a policy will go into effect.

Confidential Information

Definition of Confidential Information:

Each party acknowledges that by reason of our relationship under this Agreement, either party may from time to time disclose information regarding their business, products, software technology, or other proprietary information that is confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”).

Protection of Confidential Information:

Each party agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any Confidential Information revealed to it by the other party. Specifically, you must not use any Confidential Information of ours, including, but not limited to, any Consumer personal data or network data, except as expressly needed to perform your obligations under the terms of this Agreement, or as required to comply with any applicable legal authority or laws. Each party will take every reasonable precaution to protect the confidentiality of the other party’s Confidential Information.

Exclusions:

Confidential Information will not include information which (i) becomes a part of the public domain through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and had not been subject to limitations on disclosure or use, as shown by the receiving party’s files existing at the time of disclosure; (iii) is independently developed by the receiving party by persons who have not had access to the Confidential Information of the disclosing party; or (iv) is lawfully disclosed hereafter to the receiving party, without restriction, by a third party who did not acquire the information directly or indirectly from the disclosing party.

Passwords

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. You agree that we cannot be held responsible for any loss or damage arising from your failure to comply with the above requirements.

Privacy

Any information that you provide to us is subject to the Ganxy Content Provider Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Service, you consent to the collection and use of this information, as set forth in the Ganxy Content Provider Privacy Policy. As part of providing the Service to you, we may need to communicate with you, by sending service announcements and administrative messages. These communications are considered part of the Service and your Ganxy account, and you may not be able to opt out from receiving them.

We respect the intellectual property rights of others and expect users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and that are properly provided to us pursuant to the Digital Millennium Copyright Act and in accordance with the descriptions in our Ganxy Copyright Policy.

The Service may contain links to third-party websites, advertisers, services, or special offers (“Links”) that are not owned or controlled by Ganxy. Your access and use of such Links shall be governed by the terms, conditions, and policies of those websites. Ganxy does not endorse such Links, and you agree that we are not responsible or liable for (i) the accuracy or availability of those Links; or (ii) the content, advertisements, products, or services on or available from those Links. You acknowledge sole responsibility for and assume all risk arising from your use of any such Links.

Representations and Warranties

You represent and warrant that (i) you have the right to enter into this Agreement and perform your obligations under this Agreement in the manner contemplated by this Agreement; (ii) if you enter into this Agreement on behalf of a natural person, company or other legal entity, you have the authority to bind that entity and your acceptance of this Agreement will be treated as acceptance by that entity; (iii) this Agreement does not conflict with any other agreement entered into by you; (iv) you own (or have been duly licensed) all of the necessary rights in your Brands, Products and Content; (v) any person or persons who represent you and utilize the Service are eighteen (18) years of age or older and (vi) you are solely responsible for the actions of any such person or any other entity to whom you provide your account credentials. If any of these representations and warranties fail to be true, we may block access to or remove your Content and/or Showcase from the Service, and/or terminate this Agreement (pursuant to the “Term and Termination” section). You agree to indemnify, defend and hold us, our officers, directors, employees, agents, and assignees harmless against all liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by us that arise out of any claim asserted by a third party that involves, relates to or concerns a breach by you of (a) any of your representations, warranties, or covenants under this Agreement, or (b) the infringement by you of any copyright, trademark, patent, or other personal or proprietary right of a third party.

Disclaimer of Warranty:

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE, AND WE HEREBY SPECIFICALLY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, OR INFORMATION THEREON OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE UNINTERRUPTED OR ERROR-FREE.

Limitation of Liability:

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET REVENUES RECEIVED BY US FROM YOUR HAVING CONTENT ON THE SERVICE DURING THE 12-MONTH PERIOD PRECEDING THE DATE THAT THE CAUSE OF ACTION AROSE.

Entire Agreement

This Agreement, as amended from time to time, contains the entire understanding between you and Ganxy relating to its subject matter and supersede(s) all prior or contemporaneous written or oral agreements, representations, understandings, and/or discussions between you and us relating thereto, unless otherwise agreed upon by us in writing (and not withstanding any other provision of this Agreement). You may not assign this Agreement without our prior written consent.

The failure of either party at any time to require performance by the other of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of the Agreement, or the application of such provision in other circumstances, shall not be affected thereby, and each provision shall be valid and enforced to the fullest extent permitted by law.

This Agreement shall be governed by and construed under the laws, and only in the state and federal courts of the State of New York. Each party consents to the exclusive personal jurisdiction, and waives any objections to the venue of such courts.

The Service is controlled and operated by Ganxy in the United States, and we do not represent that materials of the Service are appropriate or available for use in other locations. Persons who choose to access the Service from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

The section titles in this Agreement are for convenience of reference only and have no legal or contractual effect.

Termination

Term:

This Agreement shall come into effect upon your use of the Service(s) described therein, and will end when terminated by either party in accordance with the terms that are specified in this Agreement.

Termination:

Either party may terminate this Agreement at any time for any reason. To initiate termination, we will notify you either by sending an email or posting a message to your account in the Ganxy.com user interface, and you must notify us either by sending an email to us at support@ganxy.com, or by following the procedure to close an account from within your account on Ganxy.com.

Effect of Termination:

Upon the termination of this Agreement for any reason, you must discontinue all use of the Service, and each party must discontinue all uses of the other’s domain names, logos, trademarks, and other marks or Brands, and any and all of our intellectual property in connection with this Agreement.

We have the right to retain a copy of your Product and Content after your account is terminated for any reason.

Survival of Certain Provisions:

The rights and obligations in the following sections and any obligations to send amounts due and owing prior to termination shall survive termination or expiration of this Agreement: “Data,” “Proprietary Rights and Brand Licenses,” “Representations and Warranties,” “Confidential Information,” “Payments for Product Sales” and “Entire Agreement.”

Modifications

Technologies, rules, and regulations change often, so we must occasionally make modifications to reflect these changes. We may change, modify, add, or remove any of the terms and conditions contained in this Agreement at any time and in our sole discretion. If we deem a change significant, we will send written notice to you by email or by posting a notice to the Ganxy.com user interface that all users see when logged in to their account, and such change will become effective five (5) business days after written notice has been sent. Your continued use of the Service following the sending of a notice will constitute your binding acceptance of any change. Notices will be deemed sent after having been sent by email or having been posted to the Ganxy.com user interface. You consent to receive notices by email to the email address that is associated with your account, and you agree that any such notices that we send you electronically will satisfy any legal communication requirements. If we send a notice by email, and if the email bounces back, the notice will still be deemed sent. You may change the email address that is associated with your account when logged into Ganxy.com.

Contacting Us

If you have general questions or concerns regarding the terms of this Agreement, please contact us at support@ganxy.com