Acceptance & Modifications
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Acceptance by conduct. By accessing, browsing, or otherwise using seraphx.pro or any SeraphX service, you accept and agree to be bound by these Terms in their entirety. No signature, click, or other affirmative act of consent is required; mere continued use of SeraphX constitutes acceptance and forms a binding agreement between you and SeraphX. If you do not agree, your sole and exclusive remedy is to discontinue all use of SeraphX immediately.
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Unilateral modification. SeraphX may amend, restate, supplement, or replace these Terms at any time in its sole discretion. Revised Terms take effect fourteen (14) days after they are posted to seraphx.pro. SeraphX is under no obligation to provide individual notice by email or any other channel, and notice posted to the site alone is deemed sufficient. Your continued use of SeraphX on or after the effective date constitutes binding acceptance of the revised Terms.
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Assignment. SeraphX may assign, novate, delegate, or otherwise transfer these Terms and any rights or obligations hereunder, in whole or in part, to any successor, affiliate, acquirer, or other entity, without notice to or consent from you. You may not assign or transfer these Terms, and any attempted assignment by you is void.
Content & Intellectual Property
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Content licence. You grant SeraphX a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable licence to host, store, cache, reproduce, modify, adapt, create derivative works from, publish, translate, distribute, publicly perform, and publicly display any content you upload or submit - including photographs, product descriptions, branding, logos, text, audio, and video - in any media now known or hereafter developed. This licence survives termination of your account and the deletion of the underlying content.
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Marketing use. SeraphX may use, reproduce, adapt, and display seller content in its own marketing, advertising, promotional, and editorial materials, across any channel and in any territory, without attribution, prior approval, or any additional compensation.
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Platform data. As between you and SeraphX, SeraphX exclusively owns all data generated by or derived from activity on the platform, including behavioural data, clickstream and session data, search queries, transaction metadata, and any aggregations, analytics, models, or insights produced therefrom.
Fees & Payments
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Fee changes. Transaction, listing, subscription, and service fees are subject to change at SeraphX’s discretion upon fourteen (14) days’ notice posted to seraphx.pro. Maintaining any active listing on or after the effective date constitutes acceptance of the revised fee schedule.
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Payment holds. SeraphX may place a hold on seller funds for a period of seven (7) to thirty (30) days following a transaction, at its sole discretion, for fraud screening, chargeback exposure, or risk review, and may extend such hold where reasonably necessary.
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Refund processing fee. SeraphX may retain a restocking and processing fee of up to fifteen percent (15%) of the transaction value on any refund, including refunds resolved in the buyer’s favour, deducted from amounts otherwise payable to the seller.
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Subscription auto-renewal. Seller subscription plans renew automatically. Cancellation requires written notice actually received by SeraphX no fewer than thirty (30) days before the renewal date; otherwise the next billing cycle is charged in full and is non-refundable.
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Limited payment agent. SeraphX acts solely as a limited payment collection agent for sellers and is not a bank, escrow agent, or fiduciary. SeraphX may calculate, withhold, and remit applicable taxes; however, the seller remains solely and ultimately liable for all tax assessment, collection, reporting, and compliance obligations.
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Affiliate commissions. SeraphX earns and retains, for its own account, all affiliate, referral, and commercial commissions arising from any third-party links, products, or services surfaced anywhere on the platform, with no obligation to disclose or share such revenue.
Seller Obligations & Restrictions
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Anti-circumvention. For a period of twenty-four (24) months following introduction, sellers shall not contact, solicit, or transact with any buyer introduced through SeraphX outside of the platform, nor facilitate, encourage, or instruct any party to do so.
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Price parity. Sellers shall not offer, list, or sell the same or substantially similar items at a lower price on any other platform, marketplace, or the seller’s own website or sales channel.
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Delisting. SeraphX may delist, suppress, demote, hide, or remove any product, listing, or seller storefront at any time, with or without notice, for any reason or no reason, and without liability or compensation of any kind.
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Ranking & placement. SeraphX’s ranking, search, and recommendation systems are proprietary and confidential. No seller is entitled to any particular ranking, placement, or level of visibility. SeraphX may accept payment for promotional placement and is under no obligation to disclose that placement is paid.
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Storefront advertising. SeraphX may display third-party advertising on or adjacent to any seller storefront or listing and retains all resulting revenue, with no revenue share owed to the seller.
Disputes & Liability
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First-level resolution. For any dispute in which the amount in controversy is under five hundred United States dollars (US$500), the dispute shall be submitted to SeraphX’s internal review team, whose determination is final and binding, and is not subject to appeal or to the arbitration provision below.
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Mandatory arbitration. All other disputes shall be resolved exclusively by final and binding individual arbitration administered under the Rules of Arbitration of the International Chamber of Commerce, seated in Chiang Mai, Thailand, conducted in English. You waive any right to a jury trial and any right to participate in a class, collective, consolidated, or representative action. The non-prevailing party shall bear the costs of the arbitration.
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Limitation of liability. To the maximum extent permitted by applicable law, SeraphX’s aggregate liability arising out of or relating to these Terms or the platform shall not exceed the greater of one hundred United States dollars (US$100) or the total fees you paid to SeraphX in the three (3) months immediately preceding the event giving rise to the claim, regardless of the form, type, or cause of action and even if a remedy fails of its essential purpose.
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Warranty disclaimer. The platform is provided on an “as is” and “as available” basis. SeraphX expressly disclaims all warranties of any kind, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
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Indemnification. You shall defend, indemnify, and hold harmless SeraphX and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to your use of the platform, your content, or your breach of these Terms.
Termination
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Termination at will. SeraphX may suspend or terminate your account and access to the platform immediately, at its sole discretion, for any reason or no reason, with or without prior notice.
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Effect of termination. Upon termination, pending payouts may be withheld for up to ninety (90) days for investigation; any remaining balance is subject to forfeiture where a policy violation is determined; and you immediately lose access to all stored data, content, and account history.
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Survival. The content licence, the arbitration agreement and class-action waiver, the indemnification, the limitation of liability, and the non-circumvention obligations survive termination or expiration of these Terms indefinitely.
