Terms & Conditions

Introduction

Welcome to xdines.com, a product of Sustra Labs Pvt. Ltd., also referred to herein as "we", "us" or "xdines".

This is a legally binding agreement between you (either an individual or a single entity) referred to herein as "You" and Sustra Labs Pvt. Ltd., the company that owns and operates XDines (hereinafter referred to as "xdines"). This web-based software entitled xdines and all documents and materials included in it are referred to herein as the "Software" or "Documents". Subscribing, opening, signing up, logging in or using all or any portion of this web-based software indicates your acceptance of all the terms and conditions stated hereunder ("Terms") and that this agreement is equivalent to a written agreement signed by You. By selecting the box "I AGREE" or performing a similar electronic function, such as signing up to a Free Trial or subscribing to this product, you are providing your acceptance of the terms of this Agreement. This Agreement is enforceable against you and any legal entity that obtained the web-based software and on whose behalf it is used. If you do not agree to the terms of this Agreement, please do not use this Software.

It is illegal and strictly prohibited to distribute, publish, offer for sale, license or sub-license, give or disclose to any other party this Software or the Documents in hard copy, digital form or any other medium whether existing or not yet existing, except as specifically permitted below.

Acceptance and Effective Date

These Terms become binding on You from the date and time You first accept them whether by selecting "I AGREE", signing up for a Free Trial, subscribing, or otherwise accessing or using the Software ("Your Acceptance Date"). Your Acceptance Date is recorded electronically by xdines and, for the purposes of this Agreement, constitutes Your signature to these Terms with effect from that date. You agree that this electronic acceptance is valid, binding and enforceable to the same extent as a physical signature.

Versioning and Changes to These Terms

xdines reserves the right to change, modify, add or remove portions of these Terms at any time. Each published version of these Terms carries a Version number and an Effective Date shown at the top of this document. When these Terms are revised, xdines will publish the updated version on the website with an updated Version number and Effective Date. Changes are effective when posted. The version of the Terms in force on Your Acceptance Date, and any subsequent version You accept (expressly or by continued use), governs Your use of the Software. Your continued use of the website or Software following the posting of a revised version constitutes Your acceptance of that version. Please review these Terms regularly for updates.

Your Account

To access certain services offered by the platform, we may require that you create an account with us or provide personal information to complete the creation of an account. We may at any time, in our sole and absolute discretion, invalidate the username and/or password without giving any reason or prior notice and shall not be liable or responsible for any losses suffered by, caused by, arising out of, in connection with or by reason of such request or invalidation.

You are responsible for maintaining the confidentiality of your user identification, password, account details and related private information. You agree to accept this responsibility and ensure your account and its related details are maintained securely at all times and that all necessary steps are taken to prevent misuse of your account. You should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorized manner. You agree and acknowledge that any use of the Software and related services offered, and/or any access to private information, data or communications using your account and password, shall be deemed to be either performed by you or authorized by you, as the case may be. You agree to be bound by any access to the Software and/or use of any services offered by the Software (whether you authorize such access or use or not). You further agree and acknowledge that you shall be bound by, and agree to fully indemnify us against, any and all losses arising from the use of or access to the Software through your account.

Please ensure that the details you provide us with are correct and complete at all times. You are obligated to update details about your account in real time by accessing your account online. For information you are not able to update by accessing Your Account on the Software, you must inform us via our customer service communication channels to assist you with these changes. We reserve the right to refuse access to the Software, terminate accounts, remove or edit content at any time without prior notice to you. We may at any time, in our sole and absolute discretion, request that you update your Personal Data or forthwith invalidate the account or related details without giving any reason or prior notice, and shall not be liable or responsible for any losses suffered by or caused to you or arising out of or in connection with or by reason of such request or invalidation. You hereby agree to change your password from time to time, to keep your account secure, and shall be responsible for the confidentiality of your account and liable for any disclosure or use (whether such use is authorized or not) of the username and/or password.

Payment Terms

xdines is sold as a Software-as-a-Service (SaaS) and requires you to have a valid membership subscription with us upon payment of the Service Fee specified at https://xdines.com/#pricing. All prices are listed in Nepalese Rupees and are exclusive of VAT (if applicable) and are listed as per the product components of the Software.

We accept payment using any valid payment method permitted under the laws of Nepal. Your subscription will renew automatically at the end of the subscription term unless you expressly opt out from automatic renewal or cancel your membership at least thirty (30) days prior to the end of the subscription term. You can update your payment method, manage your subscription or cancel at any time by visiting the Billing page under your user account.

By purchasing this Software, you agree to enroll in our automatic renewal service. This keeps your products running, automatically charging the current renewal fees to your payment method on file, with no further action on your part. xdines will send a renewal reminder to the account administrator before each renewal as described below, so that You have the opportunity to opt out within the cancellation window.

a) Cancellation policy

Once a user submits a request for cancellation, no additional charges will be made. Fees already paid for a current subscription period are generally non-refundable; however, xdines may, at its sole discretion, or where required under applicable law including the Consumer Protection Act, 2075, consider a refund or credit on a case-by-case basis. If you cancel before an upcoming renewal date, you will retain access to your Account through the end of the then-current subscription period. To request consideration of a refund, please contact us through the channels listed at the end of these Terms.

b) Cancellation of automatic renewal

Subscriptions purchased through xdines renew automatically at the end of the term. You are charged the prevailing fee at the beginning of each subscription period and a confirmation notice is sent to your account administrator. A notification of upcoming renewal is sent to the account administrator before renewal, and in any event with sufficient time to allow You to exercise the cancellation right described above. If you wish to turn off automatic renewal, you can do so at any time from your online account under the My Account / Billing page.

c) Free trial

xdines, at its sole discretion but without any obligation to do so, may offer a free trial version of the Software from time to time that may allow a new user to preview or use xdines under limitations of features and functionalities applied by us, for a certain period, free of cost to the user. You need to purchase and activate the Software in order to use it with the full features and functionalities offered in that subscription.

Free trial accounts are not connected to the Inland Revenue Department (IRD) Central Billing Monitoring System (CBMS), and data entered during a free trial is sample, evaluation or set-up data only - it does not constitute official fiscal, tax or billing records. In the event you choose not to purchase and activate the Software, xdines is not obliged to retain or safe-keep your trial data or records after expiration of the free trial, and such data may be deleted. If you wish to preserve trial data, you must export it or activate a paid subscription before the trial expires.

d) Failed renewal and account suspension

If You fail to renew your account for any reason within the time frame specified on the Software, Your account shall be suspended until You renew the subscription. xdines shall provide a notice detailing the reasons for the failed renewal to You. xdines shall retain your data for a grace period of thirty (30) days, during which you may reinstate the subscription by completing the renewal process.

Notwithstanding the above grace period, where Your account is a paid account that has generated fiscal, VAT or billing records, xdines will retain such records for the period required by applicable Nepalese tax and e-billing law (including IRD / CBMS requirements), even after suspension or termination, and will make them available to You or to the competent authority as required by law. xdines does not delete legally required fiscal records solely because a subscription has lapsed. You remain responsible for maintaining your own independent copies of your records, including for tax and audit purposes.

Limited License

You are granted a limited, non-exclusive, non-transferable subscription to access the Software online with your personal user account, for your own use, provided that your use does not render the Software accessible to other users through local or Internet networks or other methods. Only the individuals who are provided with a user account, as indicated by the user information provided to xdines, will have the license to access the Software. Use by any other person, company, affiliate, corporation, or other separate legal entity will require a separate subscription. This includes companies that may be affiliated with You by ownership or otherwise. The license granted herein shall remain in effect for the duration of your membership subscription but shall terminate upon your use of the Software beyond the scope licensed herein or upon your violation of any terms or conditions hereof.

All protections with which xdines is provided under these Terms shall survive the termination of your license to use the Software.

Proprietary Rights

xdines and its suppliers retain all title, ownership, and intellectual property rights in the Software, including but not limited to all supporting documentation, files, marketing material, images, multimedia, and applets. The Software is protected by copyright and other intellectual property laws and by international treaties. The Software may include security measures designed to control access and prevent unauthorized copying and use. You agree not to interfere with any such security components. xdines permits you to use or otherwise benefit from the functionality or intellectual property of the Software only in accordance with these Terms. The use of third-party material included in the Software may be subject to the terms and conditions typically found in the relevant party's own license agreement.

Continued Availability

We will do our utmost to ensure that access to the Software is consistently available, uninterrupted and error-free. However, due to the nature of the Internet and the nature of the Software, this cannot be guaranteed. Additionally, your access to the Software may occasionally be suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services, at any time without prior notice. We will attempt to limit the frequency and duration of any such suspension or restriction.

Your Undertakings

You agree and undertake to perform the following:

• comply with all the terms and conditions described herein or any other guidelines and policies related to the use of the Software;
• not to impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;
• not to, or attempt to, gain unauthorized access to or otherwise interfere with or disrupt other computer systems or networks connected to the Software;
• not to use the Software for illegal purposes;
• comply with and maintain all required prerequisites for the running of the Software as described in the details during subscription;
• ensure that all the information or data entered into the Software are true; and
• not to use or upload, in any way, any software or material that contains, or which you have reason to suspect contains, viruses, damaging components, malicious code or harmful components that may impair or corrupt the Software's data or damage or interfere with the operation of another user's computer or mobile device or the Software, and to use the Software only in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards, and any other applicable laws.

Support

xdines shall provide support services in accordance with the support plans that You have subscribed to. The support services shall include, as set out in the support plan in the Software, regular maintenance and operational support of the Software such as troubleshooting and correction of problems through communication lines.

Confidentiality

Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes, or procedures or any other confidential, financial, or business information of the other party which it learns during the course of its performance of these Terms, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of these Terms. The Software contains trade secrets and proprietary know-how that belong to xdines and is being made available to you in strict confidence. Any use or disclosure of the Software, or of its algorithms, protocols or interfaces, other than in strict accordance with these Terms, may be actionable as a violation of xdines's intellectual property rights.

Non-Transfer of Rights

You may not rent, lease, sell, sublicense, assign or transfer your rights in the Software, or authorize any portion of the Software to be copied onto another individual or legal entity's computer.

Restrictions

You may not:

• modify or create any derivative works of the Software or documentation, including customization, any modifications or enhancements, translation or localization, without xdines's express written consent;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software or the underlying ideas or algorithms of the Software;
• attempt to gain unauthorized access to Documents, xdines servers or any other service, account, computer system or network associated with the Software or with xdines, its affiliates, agents, partners and customers;
• remove or alter any trademark, logo, copyright or other proprietary notices or symbols in the Software;
• incorporate, integrate or otherwise include the Software or any portion thereof into any software, program or product;
• provide false information when registering or during the course of using the Software;
• digitally transmit or make available the Software or its content through local networks, intranets, extranets, FTP, online discussion boards, forums, list-serves, peer-to-peer networks or technologies, newsgroups, bulletin boards, or any other shared communication system, or place the Software onto a server so that it is accessible via a public network such as the Internet;
• use the Software in any way that violates these Terms or any law; or
• authorize or assist any third party to do any of the things described in this section.

Content Restrictions

We are not responsible for the content of the Software's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done by You or any third person using Your account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to:

• Content that is unlawful or promotes unlawful activity.
• Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
• Spam, machine- or randomly-generated content, unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
• Content containing or installing any viruses, worms, malware, trojan horses, or other content designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment, or to damage or obtain unauthorized access to any data or other information of a third person.
• Content infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
• Content impersonating any person or entity, including xdines and its employees or representatives.
• Content violating the privacy of any third person.
• False information and features.

xdines reserves the right, but not the obligation, in its sole discretion, to determine whether any Content is appropriate and complies with these Terms, and to refuse or remove such Content. xdines further reserves the right to make formatting and edits and to change the manner of any Content. xdines may also limit or revoke the use of the Service if You post objectionable Content. As xdines cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will xdines be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

Content Backups

Although regular backups of Content are performed, xdines does not guarantee that there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed. xdines will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. However, You acknowledge that xdines has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state. You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

Publicity

You shall not refer to the existence of these Terms in any press release, website, advertising or any publicly distributed or accessible material, without the prior written consent of xdines.

Software Updates

xdines may update the Software and/or any of its components at any time at its sole discretion. By using the Software, you consent to receive software updates, modifications, and/or patches that address issues such as security, interoperability, and performance. Your use of the updates shall be governed by these Terms unless you are asked to agree to new Terms at the time of download or installation.

Privacy

Software Improvement Program. By participating in the xdines Software Improvement Program, you allow xdines to collect anonymous information relating to your use of the Software, such as the frequency of your use of the Software and of certain features, and information on errors occurring during your use of the Software. This anonymous usage data will be used to diagnose performance issues and improve the reliability of the Software and its features. This data will not be tied to any information that would personally identify you.

Personal Information. During the installation process, or at some time thereafter, you may be asked to provide certain information that will be used to personalize certain Documents, send you xdines information via email or mail, and customize some information presented to you through the Software. Both personal and non-personal information collected by the Software is safeguarded according to market-standard privacy and data protection practices and will not be shared or given without your consent, as described in our Privacy Policy.

Trademarks and Copyrights

Our graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress of xdines and may not be used in connection with any service that does not belong to us, or in any manner that is likely to confuse customers, or in any manner that disparages or discredits us. All other trademarks that appear on this website/software are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

All intellectual property rights, whether registered or unregistered, in the website/software, the information content on the website/software, and all the website design - including, but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software - shall remain our property. The entire contents of the website/software are also protected by copyright as a collective work under Nepalese copyright laws and international conventions. All rights are reserved.

Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by xdines. xdines has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that xdines shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

Limitation of Liability

Except as required by law, xdines and its employees, directors, licensors, contributors and agents will not be liable for any direct, indirect, special, incidental, consequential or exemplary damages arising out of or in any way relating to these Terms or the use of, or inability to use, the Software, including without limitation damages for loss of goodwill, work stoppage, lost profits, loss of data, and computer failure or malfunction, even if advised of the possibility of such damages and regardless of the theory (contract, tort or otherwise) upon which such claim is based. xdines's liability under these Terms is limited to curing the defect of the Software.

Disclaimer of Warranty

You accept the Software "as is" and with all faults (if any). xdines disclaims all warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. xdines makes no warranty or representations whatsoever regarding the content of the Software, your use of the Software, or the suitability of the Software to meet your specific needs.

xdines makes no warranties with respect to the Software as described above. However, if you bring any action, claim, suit, threat or demand against xdines and you do not substantially prevail, you shall, to the extent permitted by the laws of Nepal, pay xdines's reasonable attorney fees and costs attached to such action. In the same token, if xdines is forced to take legal action to enforce these Terms or any of its rights described herein or under the laws of Nepal, you will, to the extent permitted by law, pay xdines's reasonable attorney fees and costs.

Violations of These Terms

xdines reserves all rights not specifically granted to you above. xdines will have the right to proceed against you in the event that you infringe against xdines's rights. Any use not within the precise scope of the license set forth herein will be considered an infringement. You acknowledge and agree that xdines's damages in the event of your violation of these Terms may be substantial and that xdines may suffer irreparable harm in such event. As such, xdines shall have the right to obtain equitable remedies, including but not limited to recovery of damages, obtaining injunctions, recovering statutory damages, recovering attorney fees, and any other available legal remedy.

Termination

xdines shall have the sole and exclusive right to immediately terminate these Terms and suspend your license to use the Software should you fail to perform any obligation required under these Terms, engage in activity that xdines deems harmful to its well-being, or if you become bankrupt or insolvent. These Terms take effect upon your registration of the Software and remain effective until terminated.

Upon any termination of this Agreement, you shall immediately cease all access to and use of the Software, and we shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account identification issued to you and deny your access to and use of this Software in whole or in part. Any termination of this Agreement shall not affect the respective rights and obligations (including without limitation payment obligations) of the parties arising before the date of termination, nor xdines's legal obligation to retain fiscal records as described under "Failed renewal and account suspension". You further agree that xdines shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with the website/software or with any terms, conditions, rules, policies, guidelines, or practices in operating the Software, your sole and exclusive remedy is to discontinue using the Software.

Waiver and Severability

xdines's waiver of any breach of these Terms shall not constitute an amendment to these Terms or xdines's waiver of subsequent breaches. If any part of these Terms is found void and unenforceable, it will not affect the validity of the balance of these Terms, which will remain valid and enforceable according to its terms.

Electronic Notices

You consent that xdines may provide you with information and notices regarding the Software and xdines via the email address you designate when subscribing to the Software or thereafter. xdines may provide notices to you via (i) email, if you have provided xdines with a valid email address, or (ii) by posting the notice on the website/software which xdines owns and operates. You may withdraw your consent for electronic notices.

Amendments

xdines reserves the right to unilaterally amend all offers, pricing terms or other matters pertaining to the Software, xdines's website or these Terms, subject to the Versioning clause above. No course of dealing or trade usage shall be deemed to amend these Terms.

Governing Law and Dispute Resolution

These Terms and Conditions are governed by and construed in accordance with the laws of the Federal Democratic Republic of Nepal. If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting xdines. You agree, as we do, to submit to the exclusive jurisdiction of the competent courts of Nepal.

Entire Agreement

These are the entire Terms between xdines and you relating to the Software, and they supersede any prior representations, discussions, undertakings, warranties, communications or advertising relating to the Software.

Contact Us

Questions about these Terms: hello@xdines.com
Company: Sustra Labs Pvt. Ltd.
Address: Kathmandu, Nepal