Terms & Conditions

By creating an account, accessing, or using XPRSIO, you agree to be bound by these Terms & Conditions and our Privacy Policy. If you do not agree to these Terms, you must not use the platform.

You must be at least 13 years old, or the minimum age of digital consent in your country, whichever is higher, to use XPRSIO. By creating an account or using the platform, you represent and warrant that you have the legal capacity to enter into these Terms and that you are not prohibited from using the platform under any applicable law.

If you are using XPRSIO on behalf of an entity, organization, gallery, studio, collective, or other third party, you represent and warrant that you are authorized to bind that person or entity to these Terms.

You are responsible for maintaining the confidentiality and security of your account credentials and for all activities that occur under or through your account, whether or not authorized by you.

You agree to provide accurate, current, and complete registration and account information and to keep such information updated at all times.

You must notify XPRSIO immediately if you know or suspect any unauthorized access to your account, any breach of security, any loss or misuse of credentials, or any other unauthorized use of the platform through your account.

XPRSIO may suspend, restrict, secure, recover, or terminate any account, or require credential resets or additional verification, if XPRSIO reasonably believes that the account may be compromised, used unlawfully, used in violation of these Terms, or otherwise poses a risk to the platform, its users, or any third party.

You retain full ownership of the images, descriptions, and other content you create and submit to XPRSIO, subject to the rights, licenses, restrictions, and commercial arrangements expressly set out in these Terms.

By submitting content to XPRSIO, you grant XPRSIO a non-exclusive, worldwide license to host, store, display, reproduce, process, format, resize, crop, compress, transcode, reformat, tag, organize, index, archive, adapt for technical display, and otherwise use your submission solely as necessary for the operation, administration, security, moderation, review, curation, voting, storage, transmission, display, and improvement of the platform and related services.

If your Work is selected for inclusion in the XPRSIO Archive, the additional rights, restrictions, and commercial arrangements set out in Stage Two and Stage Three shall apply to the archived edition and associated archive rights of that Work.

You represent and warrant that:

• ·you own your submission or otherwise have all rights, licenses, consents, permissions, waivers, and authority necessary to submit it and to grant the rights described in these Terms;
• ·your submission, and XPRSIO's exercise of its rights under these Terms, will not infringe, misappropriate, or violate any copyright, trademark, privacy right, publicity right, moral right, contract right, or other right of any person or entity;
• ·the submission and exploitation of the submission as contemplated by these Terms will not breach any agreement with any third party; and
• ·you are solely responsible for any royalties, fees, payments, or other sums owed to any third party in connection with your submission.

XPRSIO may, but has no obligation to, review, monitor, screen, moderate, edit, remove, refuse, or restrict access to any submission at any time in accordance with these Terms and applicable law.

Until a Work is selected for inclusion in the XPRSIO Archive, all right, title, and interest in and to the creator's original submitted work remain exclusively with the creator, subject only to the limited non-exclusive license granted to XPRSIO under these Terms for submission review, curation, voting, moderation, storage, and operation of the platform.

Unselected submissions may be removed from the platform by XPRSIO in accordance with its data retention policies, and no commercial partnership or archive exploitation rights shall arise unless and until the Work is selected for inclusion in the XPRSIO Archive.

When a Work is selected for inclusion in the XPRSIO Archive, the creator and XPRSIO enter into a commercial partnership with respect to the archived edition of that Work.

For purposes of these Terms, the "archived edition" means the specific version of the selected Work, together with the related archival files, metadata, display assets, promotional assets, and authorized XPRSIO edition materials designated by XPRSIO for archive inclusion and edition sales, but excluding legal ownership of the creator's original submitted work.

The creator retains ownership of the original submitted work and all rights not expressly granted to XPRSIO under these Terms.

During the commercial partnership, XPRSIO shall have the exclusive right to reproduce, market, distribute, offer for sale, and sell authorized XPRSIO editions of the archived edition. The total number of authorized XPRSIO editions for the archived edition shall be determined by XPRSIO and may be increased, decreased, or otherwise adjusted by XPRSIO from time to time in its reasonable commercial discretion.

Unless XPRSIO and the creator expressly agree otherwise in writing at the time the Work is selected for inclusion in the XPRSIO Archive, revenue actually received from official sales of authorized XPRSIO editions of the archived edition shall be divided as follows:

• ·Creator: 60%
• ·XPRSIO: 40%

Any creator payout shall be subject to Appendix A — Creator Payment Terms.

This commercial partnership shall remain in effect until the earlier of:

• ·the sale of all authorized XPRSIO editions of the archived edition, as determined by XPRSIO from time to time; or
• ·XPRSIO's permanent discontinuation of sale of all remaining authorized XPRSIO editions of that archived edition.

During this period, XPRSIO may preserve, display, reproduce, publish, promote, exhibit, distribute, and otherwise commercially use the archived edition in connection with the XPRSIO platform, edition sales, archive promotion, and related XPRSIO activities.

For clarity, during Stage Two the creator may continue to own and use the original submitted work, but may not separately sell, license, authorize, or otherwise exploit the archived edition or any authorized XPRSIO edition materials in a manner that conflicts with XPRSIO's exclusive rights under this Stage Two.

Once the commercial partnership described in Stage Two concludes because all authorized XPRSIO editions of an archived Work have been sold or permanently discontinued from sale, the Stage Two revenue-sharing arrangement shall terminate.

The creator shall continue to retain legal ownership of the original submitted work. For clarity, however, the creator acknowledges and agrees that, as of the conclusion of Stage Two, XPRSIO shall thereafter hold the exclusive archive exploitation rights set out in this Stage Three with respect to the archived edition and the related archive materials.

Effective upon the conclusion of the Stage Two commercial partnership, the creator hereby grants to XPRSIO, to the fullest extent permitted by applicable law, a perpetual, irrevocable, fully paid-up, worldwide, exclusive, transferable, and sublicensable license to the archived edition and all associated archive rights, including all rights to preserve, store, reproduce, display, publish, distribute, communicate, adapt, crop, format, modify, license, enforce, and commercially exploit the archived edition and related archive materials in any media or format now known or later developed.

The creator agrees that, following the commencement of this Stage Three license, the creator shall not exploit, license, authorize, or permit any third party to exploit the archived edition or any associated archive rights in any manner inconsistent with XPRSIO's exclusive rights under these Terms.

To the fullest extent permitted by applicable law, the creator consents to XPRSIO's use, adaptation, formatting, cropping, editing, modification, publication, display, and other exploitation of the archived edition and related archive materials as contemplated by these Terms; provided, however, that nothing in these Terms shall limit any non-waivable moral rights under applicable law.

These archive rights include, without limitation, the right to use the archived edition in connection with:

• ·Public archive display
• ·Promotional materials
• ·Publications and books
• ·Exhibitions and installations
• ·Educational projects
• ·Documentary productions
• ·Visual productions and video adaptations
• ·Collaborations with musicians, bands, record labels, publishers, and other organizations
• ·Concert visuals, live performances, and stage productions
• ·Commercial licensing and partnerships

Revenue generated from XPRSIO's use, licensing, or other exploitation of the archived edition and associated archive rights after the conclusion of Stage Two shall belong exclusively to XPRSIO, unless XPRSIO and the creator expressly agree otherwise in writing.

You agree not to use XPRSIO, or permit any other person to use XPRSIO, to do any of the following:

• ·Submit, post, upload, display, transmit, distribute, or otherwise make available any content that is illegal, fraudulent, misleading, hateful, harassing, abusive, threatening, defamatory, obscene, exploitative, sexually explicit in violation of applicable law, or otherwise objectionable in XPRSIO's reasonable discretion.
• ·Harass, abuse, threaten, intimidate, stalk, exploit, or endanger any user, creator, viewer, curator, partner, or third party.
• ·Impersonate any person or entity, falsely state or otherwise misrepresent your identity, affiliation, sponsorship, endorsement, authority, or connection with XPRSIO or with any other person or entity.
• ·Submit content or engage in conduct that infringes, misappropriates, or violates any copyright, trademark, trade secret, privacy right, publicity right, moral right, contract right, or other right of any person or entity.
• ·Use the platform for any unlawful, unauthorized, deceptive, manipulative, or fraudulent purpose, including in violation of any local, national, or international law or regulation applicable to you.
• ·Interfere with, disrupt, damage, disable, overburden, or impair the operation, integrity, or security of the platform or any related systems, networks, tools, data, or infrastructure.
• ·Upload, transmit, or distribute any malware, virus, worm, Trojan horse, spyware, corrupted file, destructive code, or other harmful or malicious technology.
• ·Send spam, unsolicited communications, chain messages, bulk messages, fraudulent promotions, or other unauthorized commercial communications through or in connection with the platform.
• ·Access or attempt to access any non-public area of the platform, any internal system, account, credentials, database, source code, API, or other technical environment except as expressly authorized by XPRSIO in writing.
• ·Copy, scrape, crawl, cache, index, harvest, extract, mine, or otherwise collect any content, data, metadata, profiles, archive materials, images, descriptions, or other information from the platform by automated means or otherwise, except as expressly authorized by XPRSIO in writing.
• ·Use any robot, bot, spider, crawler, script, scraper, data-mining tool, or similar automated means to access, monitor, interact with, or extract information from the platform.
• ·Reverse engineer, decompile, disassemble, modify, adapt, translate, tamper with, create derivative works from, circumvent, or attempt to discover the source code, structure, or underlying technology of the platform, except to the limited extent such restriction is prohibited by applicable law.
• ·Circumvent or attempt to circumvent any content protection, security feature, access control, usage limitation, technical restriction, or enforcement mechanism implemented by XPRSIO.
• ·Manipulate or attempt to manipulate submissions, voting, curation, visibility, rankings, competitions, rewards, analytics, payment-related processes, or any platform feature through deception, automation, collusion, false engagement, or other unfair means.
• ·Use XPRSIO in a manner that could create confusion regarding ownership, provenance, endorsement, archive status, edition status, authenticity, or any relationship with XPRSIO.
• ·Encourage, assist, or enable any third party to do any of the foregoing.

XPRSIO may review, screen, moderate, curate, sequence, shortlist, feature, deprioritize, reject, suspend, remove, or otherwise manage any submission, archived work, creator profile, or related content before, during, or after publication, display, voting, judging, or selection.

XPRSIO has no obligation to make any submission available for viewing, voting, judging, archive consideration, competition participation, or public display.

XPRSIO may establish, apply, modify, interpret, suspend, or discontinue, in its reasonable discretion, any rules, eligibility criteria, submission requirements, themes, categories, technical standards, voting methods, judging procedures, curation systems, ranking methodologies, selection criteria, public engagement mechanics, timelines, rewards, prizes, archive mechanics, edition formats, or other platform features or competition structures.

XPRSIO may invalidate votes, remove entries, disqualify participants, cancel rankings, revoke selections, withhold prizes or rewards, or reverse any result if XPRSIO suspects fraud, manipulation, inauthentic activity, collusion, technical abuse, vote buying, automated interference, rule violations, infringement, legal or compliance concerns, or conduct inconsistent with XPRSIO's artistic, editorial, technical, commercial, or community standards.

Any prize, reward, recognition, archive inclusion, feature, benefit, or promotional opportunity may be subject to additional eligibility requirements, verification procedures, delivery restrictions, tax requirements, timing conditions, availability constraints, or separate rules announced by XPRSIO for the applicable cycle, event, or program.

XPRSIO makes no guarantee that any competition, voting round, prize, reward, archive opportunity, or promotional benefit will be available, completed, awarded, delivered, or maintained for any minimum period or at any particular value.

Except in the case of manifest error, XPRSIO's decisions regarding curation, eligibility, voting, judging, selection, archive inclusion, prizes, rewards, rankings, features, and related matters shall be final and binding.

XPRSIO reserves the right, at any time and in its reasonable discretion, to modify, suspend, limit, discontinue, replace, or remove any part of the platform or any related feature, function, tool, interface, archive display, submission flow, competition format, voting system, reward structure, promotional program, partnership, or service offering, with or without notice where permitted by applicable law.

XPRSIO may refuse service, reject submissions, restrict access, limit participation, disable functionality, block access by territory, device, account, or user category, or otherwise decline to provide all or part of the platform to any person or entity at any time, in its reasonable discretion and subject to applicable law.

XPRSIO may remove or restrict public display of any content, profile, submission, archived work, or related material, with or without prior notice where permitted by applicable law, if XPRSIO determines that such material is unlawful, infringing, misleading, fraudulent, harmful, objectionable, technically non-compliant, commercially unsuitable, reputationally damaging, or otherwise inconsistent with XPRSIO's standards, policies, rights, or business interests.

XPRSIO may assign, remove, reclaim, reformat, restrict, or require the forfeiture or modification of any username, handle, profile name, vanity URL, account identifier, or similar designation if XPRSIO determines that it is inactive, misleading, impersonating another person or entity, infringing any trademark or other right, likely to cause confusion, inconsistent with XPRSIO's brand or community standards, or otherwise objectionable.

XPRSIO may determine, in its reasonable discretion, whether any submission, profile, conduct, identifier, archive entry, or other material is appropriate for the platform, the archive, public display, competition participation, or commercial association with XPRSIO.

Nothing in this Section shall be interpreted to terminate or reduce any rights, licenses, permissions, archival rights, or commercial arrangements previously granted to XPRSIO with respect to any archived work, archived edition, or related materials.

XPRSIO may perform technical functions that are necessary or useful to operate, secure, improve, preserve, display, transmit, or administer the platform and related services, including formatting, resizing, transcoding, compression, file conversion, metadata association, storage optimization, device adaptation, channel adaptation, indexing, duplication for redundancy, and other technical processing of submissions and platform content.

XPRSIO does not guarantee that the platform, any feature, any archive display, any submission workflow, or any content will be available at all times or without interruption, delay, degradation, error, or loss. The platform may be unavailable due to scheduled maintenance, upgrades, emergency repairs, failures of third-party services, telecommunications issues, system overload, security incidents, or events beyond XPRSIO's reasonable control.

XPRSIO is not a backup or archival preservation service for users. You are solely responsible for maintaining your own copies and backups of any submissions, source files, descriptions, data, and related materials.

XPRSIO may retain, preserve, store, archive, delete, remove, or restrict access to submissions, archived works, archived editions, account information, metadata, logs, communications, and related materials for legal, regulatory, security, evidentiary, contractual, archival, backup, operational, or enforcement purposes, including after account suspension, account deletion, or removal from public display.

XPRSIO shall not be liable for any loss of access to, deletion of, corruption of, interruption to, or failure to store, transmit, display, or preserve any content, account data, submission, archived work, or archived edition, subject to applicable law.

The platform, the XPRSIO name, logos, trademarks, trade dress, domain names, interfaces, software, code, functionality, designs, layouts, text, graphics, audiovisual materials, curation systems, archive structures, editorial selections, metadata structures, databases, compilations, arrangement of content, and all other materials and features made available by or on behalf of XPRSIO, excluding user submissions except as otherwise provided in these Terms, are owned by XPRSIO or its licensors and are protected by applicable intellectual property and other laws.

Subject to your compliance with these Terms, XPRSIO grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the platform solely for your personal or internal lawful use in connection with the platform's intended purposes.

Except as expressly permitted in writing by XPRSIO, you may not copy, reproduce, republish, scrape, crawl, download, archive, cache, modify, adapt, translate, distribute, transmit, display, perform, license, sell, exploit, create derivative works from, or otherwise use any platform content, archive content, editorial materials, metadata, or other XPRSIO Content, in whole or in part, for any commercial or non-commercial purpose.

Nothing in these Terms transfers to you any ownership interest in the platform or any XPRSIO Content. All rights not expressly granted are reserved by XPRSIO and its licensors.

Users may delete their accounts at any time, subject to completion of any verification, security, legal, compliance, or technical procedures required by XPRSIO.

Deletion of an account may result in the removal of profile information, public-facing account elements, votes, unpublished submissions, comments, or other user-accessible materials from active display; however, account deletion shall not affect any rights, licenses, permissions, consents, commercial arrangements, archival rights, retention rights, payment-related rights, or enforcement rights previously granted to XPRSIO under these Terms with respect to any Work selected for inclusion in the XPRSIO Archive or any related materials.

Archived works, archived editions, and associated archive materials may remain part of the XPRSIO collection, archive, records, systems, backups, and commercial or editorial operations, and XPRSIO may continue to preserve, store, display, reproduce, promote, license, enforce, and otherwise use them in accordance with these Terms.

If a creator deletes their account, XPRSIO may remove or anonymize certain profile information and may, where operationally, editorially, or legally necessary, display or retain the relevant archived work or archived edition without active profile attribution, including as "Untitled" or "Unknown Creator," subject to applicable law and any non-waivable moral rights.

XPRSIO may retain account information, communications, submissions, archived materials, records, logs, and related data after deletion for legal, regulatory, tax, security, audit, dispute-resolution, anti-fraud, backup, archival, contractual, or operational purposes.

For clarity, deletion of an account does not require XPRSIO to remove any archived work, archived edition, related archive materials, or any content or data that XPRSIO is entitled or required to retain or use under these Terms or applicable law.

XPRSIO may, at any time and in its reasonable discretion, with or without prior notice where permitted by applicable law, remove content, reject submissions, disable access, restrict functionality, suspend participation, withhold features, cancel or limit voting privileges, refuse service, suspend payouts, place holds, deactivate accounts, reclaim identifiers, or terminate accounts if XPRSIO believes that:

• ·you have violated these Terms or any related policy;
• ·your conduct or content is unlawful, infringing, fraudulent, deceptive, harmful, objectionable, or inconsistent with XPRSIO's artistic, editorial, technical, commercial, or community standards;
• ·your use of the platform creates legal, reputational, operational, security, sanctions, anti-money laundering, or compliance risk for XPRSIO or any third party;
• ·there is a dispute regarding ownership, authenticity, authority, entitlement, provenance, or rights in relation to any submission, archived work, archived edition, or related materials;
• ·you have engaged in spam, scraping, automated misuse, vote manipulation, impersonation, harassment, abuse, or interference with the platform or its users; or
• ·XPRSIO otherwise determines that such action is necessary to protect the platform, its users, its partners, its archive, or its rights and interests.

XPRSIO may investigate suspected violations of these Terms and may cooperate with law enforcement authorities, regulators, courts, rights holders, payment providers, and other third parties in connection with any such investigation or enforcement action.

Suspension or termination of an account shall not limit, rescind, or otherwise affect any rights, licenses, permissions, commercial arrangements, archival rights, retention rights, or enforcement rights previously granted to XPRSIO under these Terms with respect to any archived work, archived edition, or related materials.

XPRSIO shall not be liable for any loss, unavailability, removal, suspension, restriction, deletion, or termination arising from actions taken in good faith under this Section, subject to applicable law.

XPRSIO is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory, to the fullest extent permitted by applicable law, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or uninterrupted availability.

To the maximum extent permitted by applicable law, XPRSIO shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenues, business opportunities, goodwill, data, or use, arising out of or related to the use of the platform, the XPRSIO Archive, any submissions, or these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, XPRSIO's aggregate liability arising out of or relating to these Terms, the platform, or any archived work or archived edition shall not exceed the greater of:

• ·one hundred U.S. dollars (US$100); or
• ·the total amount paid by XPRSIO to you, if any, during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms shall exclude or limit any liability that cannot be excluded or limited under applicable law.

These Terms & Conditions and any dispute or claim arising out of or in connection with them, their subject matter, or their formation shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to any conflict of laws principles.

The competent courts located in Tel Aviv-Yafo, Israel, shall have exclusive jurisdiction over any dispute, claim, or proceeding arising out of or relating to these Terms & Conditions, the platform, or any use of XPRSIO.

XPRSIO may update, modify, supplement, replace, or otherwise change these Terms & Conditions, and any related policies, guidelines, or platform rules, from time to time as the platform, archive, competitions, services, or business model evolve.

If XPRSIO determines, in its reasonable discretion, that an update constitutes a material change, XPRSIO may provide notice by posting an update on the platform, by email, through the relevant account, or by any other reasonable means of communication selected by XPRSIO.

What constitutes a material change, the form of notice to be given, and the timing of such notice shall be determined by XPRSIO in its reasonable discretion, subject to applicable law.

Unless otherwise stated by XPRSIO, updated Terms shall become effective upon posting or upon the effective date stated in the updated Terms. Your continued access to or use of XPRSIO after the effective date of any updated Terms constitutes your acceptance of the updated Terms.

For clarity, no amendment, update, suspension, or discontinuation of the platform or these Terms shall be construed to terminate, revoke, or diminish any rights, licenses, permissions, archive rights, exclusive rights, retention rights, or commercial arrangements previously granted to XPRSIO with respect to any archived work, archived edition, or related materials, except to the extent XPRSIO expressly agrees otherwise in writing or applicable law requires otherwise.

Questions regarding these Terms & Conditions may be sent to sonare.community@gmail.com.

If a creator is entitled to any revenue share under Stage Two of these Terms, any such creator payment shall be calculated and paid only in accordance with this Section.

Revenue Share Basis. Any creator share payable under these Terms shall be calculated solely on amounts actually received by XPRSIO from official sales of authorized XPRSIO editions of the archived edition, net of any refunds, returns, reversals, chargebacks, credits, discounts, taxes collected or remitted, shipping and fulfillment costs, insurance costs, payment processor fees, marketplace fees, banking fees, foreign exchange fees, fraud losses, and any other third-party costs, expenses, or losses directly related to the applicable sale or payout ("Net Receipts"). For clarity, amounts not actually received by XPRSIO, or amounts later reversed, refunded, disputed, or charged back, shall not be owed to the creator and may be deducted, withheld, or recouped from current or future payouts.

Payout Eligibility and Timing. XPRSIO shall make creator payouts, if any, on a periodic basis determined by XPRSIO in its sole discretion, and in any event no more frequently than once per calendar quarter. No payout shall be due unless and until: (a) XPRSIO has actually received the applicable Net Receipts; (b) the creator's accrued unpaid balance meets or exceeds the minimum payout threshold designated by XPRSIO from time to time; (c) the creator has provided complete and accurate payout, identity, and tax information; and (d) no hold, dispute, investigation, legal restriction, sanctions issue, or other basis for withholding applies. Unpaid balances below the applicable minimum payout threshold may be rolled over to subsequent payout periods without interest.

Payment Methods and Account Information. XPRSIO may require payouts to be made only through payment methods, banks, processors, or service providers designated or approved by XPRSIO. The creator is solely responsible for maintaining complete, current, and accurate account, payment, identity, tax, and compliance information. XPRSIO shall have no liability for delayed, failed, misdirected, rejected, blocked, or incomplete payments resulting from inaccurate, incomplete, outdated, or invalid information provided by the creator.

Fees, Charges, and Deductions. The creator shall bear, and XPRSIO may deduct or cause to be deducted from any payout, any wire fees, bank fees, intermediary bank charges, payment processor fees, wallet fees, foreign exchange fees, transfer fees, collection costs, taxes, withholding amounts, and any similar charges associated with the payout or the underlying transaction.

Currency and Exchange Rate. XPRSIO may calculate sales, Net Receipts, account balances, and payouts in U.S. dollars or in any other currency designated by XPRSIO. If XPRSIO elects to convert any amount into another currency for payout purposes, the conversion may be made using the exchange rate applied by XPRSIO, its bank, or its payment service provider on or around the date of processing. XPRSIO shall not be liable for exchange rate fluctuations, conversion spreads, banking practices, delays, or any reduction in amounts received due to currency conversion.

Taxes and Withholding. The creator is solely responsible for any and all taxes, duties, levies, and similar governmental charges applicable to amounts payable to the creator, other than taxes imposed on XPRSIO's net income. XPRSIO may require the creator to provide any tax forms, certifications, declarations, identification documents, residency confirmations, or other information requested by XPRSIO or its payment providers. XPRSIO may withhold, deduct, report, and remit any taxes or other amounts required by applicable law, regulation, treaty, court order, governmental request, or payment provider policy, and any such withheld or deducted amounts shall be treated as amounts paid to the creator. XPRSIO shall have no obligation to gross up or compensate the creator for any withholding, deduction, levy, fee, or tax.

As XPRSIO is subject to the laws and tax regulations of the State of Israel, payouts to creators who are not residents of Israel for tax purposes may be subject to mandatory Israeli withholding tax at the applicable rate, unless and until the creator provides XPRSIO, in a timely manner, with a valid exemption certificate, reduced withholding certificate, or other documentation acceptable to XPRSIO and any relevant payment provider or tax authority. In the absence of such documentation, XPRSIO may withhold, deduct, and remit tax as required by applicable Israeli law, and shall have no obligation to gross up, reimburse, or otherwise compensate the creator for any such withholding.

For the avoidance of doubt, any exemption certificate, reduced withholding certificate, or other tax documentation must be provided sufficiently in advance of the relevant payout, in the form and within the time period reasonably required by XPRSIO. Unless XPRSIO expressly agrees otherwise in writing, any such documentation shall apply only prospectively and shall not obligate XPRSIO to recalculate, refund, reverse, or adjust any withholding already applied to any prior payout.

Holds, Suspensions, Set-Off, and Recovery. XPRSIO may suspend, delay, withhold, reduce, set off, cancel, or reverse any payout, or recover amounts previously paid, if XPRSIO determines, in its sole discretion, that: (a) a sale is subject to refund, reversal, return, chargeback, fraud, or non-payment; (b) the creator has breached these Terms or any related policy; (c) there is a dispute concerning ownership, infringement, authority, authenticity, consents, legality, or entitlement to payment; (d) the creator has failed to provide requested information or documentation; (e) applicable law, sanctions rules, anti-money laundering requirements, know-your-customer requirements, or instructions from a governmental authority or payment provider require or justify such action; or (f) an error, overpayment, duplicate payment, or calculation issue has occurred. XPRSIO may recover any overpaid amount by offsetting it against future amounts otherwise payable to the creator or by any other lawful means.

Statements and Records. Any sales reports, payout statements, calculations, or records generated by XPRSIO or its payment providers shall be final and binding absent manifest error. XPRSIO may correct any error or omission in any prior statement or payout at any time and make corresponding adjustments in a current or future payout.

Dormant, Rejected, or Unclaimed Amounts. If a payout is rejected, returned, unclaimed, or cannot be completed due to inaccurate information, legal restrictions, sanctions screening, or the creator's failure to provide required documentation, XPRSIO may continue to hold the applicable amounts without interest until the issue is resolved. XPRSIO shall have no obligation to hold such amounts indefinitely and may deal with them in accordance with applicable law and its internal policies after reasonable opportunity has been provided to the creator to cure the issue.

No Fiduciary Duty. Amounts payable to the creator under these Terms, if any, constitute unsecured contractual payment obligations only. XPRSIO does not hold any amounts in trust, escrow, or in any fiduciary capacity for the creator.