Terms of Service

Last Updated: December 6, 2024

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and SVDEN Inc. ("XWire Supply", "we", "us", or "our"), governing your access to and use of the XWire Supply website (supply.xwire.ai), mobile application, and all related services (collectively, the "Platform").

By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Platform.

2. Platform Description

XWire Supply is a business-to-business (B2B) supply chain marketplace that connects construction professionals, interior designers, architects, and contractors ("Buyers") with verified suppliers ("Suppliers") of building materials, kitchen products, windows, doors, and related construction supplies.

We also operate a physical showroom located at 2686 Middlefield Rd, Redwood City, CA 94063, featuring Nobilia kitchens and other premium products.

3. Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts to use the Platform. By using the Platform, you represent and warrant that:

• You are at least 18 years of age
• You are legally capable of entering into binding contracts
• You are not barred from using the Platform under applicable law
• You will use the Platform only for lawful business purposes
• All information you provide is accurate, current, and complete

4. Account Registration

4.1 Account Creation

To access certain features of the Platform, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access

4.2 Account Types

• Buyer Accounts: For professionals purchasing products and services
• Supplier Accounts: For verified suppliers listing products (subject to approval)
• Professional Accounts: For designers, architects, and contractors

5. Product Listings & Orders

5.1 Product Information

We strive to provide accurate product descriptions, specifications, pricing, and availability information. However:

• We do not warrant that product descriptions or other content is accurate, complete, or error-free
• Product images are for illustrative purposes and may not reflect exact specifications
• Prices and availability are subject to change without notice
• We reserve the right to limit quantities and discontinue products

5.2 Orders & Pricing

All orders are subject to acceptance and availability. We reserve the right to:

• Refuse or cancel any order for any reason
• Correct pricing errors (if error discovered before shipping, we will notify you)
• Require additional verification before accepting orders
• Limit order quantities per customer

5.3 Custom Orders

Custom orders (including Nobilia kitchens, windows, and doors manufactured to specification) are:

• Final Sale: Non-refundable and non-returnable once production begins
• Subject to lead times: 8-14 weeks for European manufacturers
• Require deposit: 50% deposit required to initiate production
• Not cancellable: After production begins, orders cannot be cancelled

6. Payment Terms

6.1 Payment Methods

We accept the following payment methods through our payment processor, Stripe:

• Major credit cards (Visa, MasterCard, American Express)
• Debit cards
• ACH bank transfers (for approved B2B customers)
• Purchase orders (Net-30 terms for qualified customers)

6.2 Payment Processing

By providing payment information, you represent and warrant that:

• You are authorized to use the payment method provided
• You will pay all charges incurred
• Your payment information is accurate and current

6.3 Pricing & Taxes

• All prices are in U.S. Dollars (USD)
• Prices do not include applicable sales tax, VAT, or other taxes
• You are responsible for all applicable taxes
• Sales tax will be calculated based on delivery address
• Tax-exempt customers must provide valid exemption certificates

7. Shipping & Delivery

Please refer to our Shipping Policy for detailed information about delivery timeframes, shipping costs, and carrier options.

Risk of Loss: Title and risk of loss pass to you upon delivery to the carrier.

8. Returns & Refunds

Please refer to our Return & Refund Policy for detailed information about returns, refunds, and exchanges.

9. User Content & Conduct

9.1 User-Generated Content

You may post, upload, or submit content to the Platform, including:

• Project photos and descriptions
• Product reviews and ratings
• Comments and messages
• Profile information

9.2 Content License

By submitting content, you grant us a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, distribute, modify, adapt, publicly display, and publicly perform your content in connection with the Platform and our business.

9.3 Prohibited Conduct

You agree not to:

• Violate any laws or regulations
• Infringe on intellectual property rights
• Post false, misleading, or fraudulent information
• Harass, abuse, or harm other users
• Post spam, unsolicited advertising, or promotional content
• Transmit viruses, malware, or harmful code
• Attempt to gain unauthorized access to the Platform
• Interfere with or disrupt the Platform's operation
• Scrape, crawl, or harvest content without permission
• Use the Platform for any illegal purpose

9.4 Content Moderation

We reserve the right (but have no obligation) to:

• Monitor, review, and moderate user content
• Remove or refuse to post any content
• Suspend or terminate accounts for violations

Please review our Community Guidelines for detailed content standards.

10. Intellectual Property

10.1 Our IP

The Platform and all content, features, and functionality (including but not limited to design, text, graphics, logos, images, and software) are owned by XWire Supply or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

10.2 Trademarks

"XWire Supply", "SVDEN", and related logos are trademarks of SVDEN Inc. You may not use these marks without our prior written consent.

10.3 Third-Party Trademarks

Nobilia, Viega, and other brand names are trademarks of their respective owners. We are authorized dealers/distributors and use these marks with permission.

11. Privacy & Data Protection

Your privacy is important to us. Please review our Privacy Policy to understand how we collect, use, and protect your personal information.

12. Disclaimers & Warranties

12.1 "AS IS" Basis

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12.2 No Warranty

We do not warrant that:

• The Platform will be uninterrupted, secure, or error-free
• Defects will be corrected
• The Platform is free of viruses or harmful components
• Results will meet your requirements

12.3 Product Warranties

Products sold through the Platform may be covered by manufacturer warranties. We are not responsible for manufacturer warranties. Contact the manufacturer directly for warranty claims.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XWIRE SUPPLY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or use
• Business interruption
• Any damages arising from your use or inability to use the Platform

OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU TO US IN THE 12 MONTHS PRIOR TO THE CLAIM, OR (B) $1,000.

14. Indemnification

You agree to indemnify, defend, and hold harmless XWire Supply and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any rights of another
• Your content posted on the Platform

15. Dispute Resolution

15.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@xwire.ai to attempt to resolve the dispute informally. We will attempt to resolve disputes within 30 days.

15.2 Binding Arbitration

If informal resolution fails, you agree that any dispute arising from or relating to these Terms or the Platform shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).

• Location: Arbitration shall take place in Santa Clara County, California
• Costs: Each party shall bear their own costs and attorneys' fees
• Class Action Waiver: You agree to arbitrate disputes only on an individual basis

15.3 Exceptions

Either party may seek injunctive or other equitable relief in court to protect intellectual property rights.

16. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Santa Clara County, California.

17. Termination

17.1 By You

You may terminate your account at any time by contacting us or using the account deletion feature in your account settings.

17.2 By Us

We may suspend or terminate your account and access to the Platform at any time, with or without cause, with or without notice. Reasons for termination may include:

• Violation of these Terms
• Fraudulent or illegal activity
• Abuse or harassment of other users
• Chargebacks or payment disputes
• Inactivity for extended periods

17.3 Effect of Termination

Upon termination:

• Your right to access the Platform immediately ceases
• We may delete your account and content
• Outstanding orders may be cancelled or fulfilled at our discretion
• Certain provisions of these Terms (including limitations of liability) survive termination

18. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on the Platform
• Updating the "Last Updated" date
• Sending you an email notification (for significant changes)

Your continued use of the Platform after changes become effective constitutes your acceptance of the revised Terms.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy and other referenced policies, constitute the entire agreement between you and XWire Supply regarding the Platform.

19.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

19.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

19.5 Force Majeure

We shall not be liable for any failure to perform our obligations due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, pandemic, supply chain disruptions, or government action.

20. Contact Information

For questions about these Terms, please contact us: