Thank you for selecting the Services offered by Xperra LLC and/or its subsidiaries and affiliates (referred to as "Xperra ", "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and Xperra . By accepting electronically (for example, clicking "I Agree"), installing, accessing or using the Services, you agree to these terms. You may not use these services if you do not agree to this Agreement.
AGREEMENT
This Agreement describes the terms governing your use of the Xperra online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference:
Xperra's Privacy Statement provided to you in the Services available on the website or provided to you otherwise.
Additional Terms and Conditions, which may include those from third parties.
Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
YOUR RIGHTS TO USE THE SERVICES
You are only granted the right to use the Services and only for the purposes described by Xperra. Xperra reserves all other rights in the Services. Until the termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Xperra grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
Provide access to or give any part of the Services to any third party without our written permission.
Reproduce, modify, copy, deconstruct, sell, trade or resell the Services without our written permission.
Make the Services available on any file-sharing or application hosting service.
SUBSCRIPTION
The Software is licensed on a per use, monthly or yearly subscription basis, as selected by User or its agent.
Termination by User. If on a term agreement, user may notify Xperra to cancel the subscription prior to the beginning of each Renewal Term. Your rights to use the Software may be terminated by Xperra immediately and without notice if Xperra is unable to debit your or its agent's Card in accordance with this Agreement.
Transfer of Agreement. The agreement can be transferred to another person or entity only by permission from Xperra. Even if you stop using the Software, Xperra has fulfilled your subscription term.
Trial Period. If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content (defined in Section 6) that you have posted or uploaded during the Trial Period. If you do not purchase the Services or products by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Services or product during the trial period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the trial.
PAYMENT
For Services offered on a payment or subscription basis, the following terms apply, unless Xperra notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
You must pay with one of the following:
a. A valid credit card acceptable to Xperra;
b. A valid debit card acceptable to Xperra;
c. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
or
d. By another payment option Xperra provides to you in writing.
If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services. es.
If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
Xperra will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.
Additional cancellation or renewal terms may be provided to you on the website for the Services.
If you prefer to make payment via invoices, you may do so by contacting Xperra. All fees are due thirty days from the invoice date. All payments due are in U.S. dollars unless otherwise indicated in an Order Form.
Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Xperra in collecting such delinquent amounts, except where such delinquent amounts are due to Xperra's billing inaccuracies.
Purchase Orders.
Required. If Customer wants a Purchase Order number on its invoice, Customer will inform Xperra and issue a Purchase Order to Xperra. If Customer requires a Purchase Order, and fails to provide the Purchase Order to Xperra, then Xperra will not be obligated to provide the Services until the Purchase Order has been received by Xperra. Any terms and conditions on a Purchase Order do not apply to this Agreement and are null and void.
Not Required. If Customer does not require a Purchase Order number to be included on the invoice, Customer will provide Xperraa waiver of the Purchase Order requirement, which may be an email to this effect. If Customer waives the Purchase Order requirement, then: (a) Xperra will invoice Customer without a Purchase Order; and (b) Customer agrees to pay invoices without a Purchase Order.
Taxes. Customer is responsible for any Taxes, and Customer will pay Xperra for the Services without any reduction for Taxes. If Xperra is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Xperra with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Xperra, Customer must provide Xperra with an official tax receipt or other appropriate documentation to support such payments.
YOUR PERSONAL INFORMATION
You can view Xperra's Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Xperra Privacy Statement, and changes published by Xperra. You agree that Xperra may use and maintain your data according to the Xperra Privacy Statement, as part of the Services. You also give Xperra permission to aggregate your data which you enter or upload with that of other users of the Services. For example, this means that Xperra may use that aggregated data to improve services, calculate analytics, or provide ways for you to compare business practices with other users.
CONTENT
You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Xperra is not responsible for the Content or data you submit through the Services.
You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
a. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
b. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;
c. Except as permitted by Xperra in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
d. Virus, trojan horse, worm or other disruptive or harmful software or data; and
Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Please use respect when you interact with other users. Do not reveal information that you do not want to make public.
Xperra may freely use feedback you provide. You agree that Xperra may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Xperra a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Xperra in any way.
Xperra may monitor your Content. Xperra may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Xperra or its customers, or operate the Services properly. Xperra, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
Xperra may publicize that you are our customer. You agree that Xperra may, but has no obligation, to publish that you are an Xperra customer, include your name or Brand Features in a list of Xperra customers, online or in promotional materials. You also agrees that Xperra may verbally reference you as a customer of the Services.
PERMITTED DISCLOSURES AND USE OF DATA
You acknowledge and agree that in order to provide you with access to and use of the Software and Services, Xperra may provide your Access Information and Account Data to (i) your employee or agent who is identified in the Registration Data as the current system administrator for the your account (the "Current Administrator"), (ii) such other employee or agent who may be designated by you as a replacement administrator for the your account by following the procedures required by Xperra to effectuate such replacement, and (iii) any other person identified as an authorized user of the Software in the set-up interview form or in any subsequent communication to Xperra (collectively, "Information Recipients").
SOFTWARE USE, STORAGE AND ACCESS
Xperrashall have the right, in its sole discretion and with reasonable notice posted on its website and/or sent to you at the Current Administrator's email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Software and Services, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the Software at any time, and (ii) the number of times (and the maximum duration for which) you may access the Software in a given period of time. Xperra reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Software and Services to which such changes relate. Your continued use of the Software or Services will constitute your acceptance of and agreement to such changes. Xperra may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. Xperra will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided. Xperra reserves the right to use a third party to host the Services from time-to-time.
USE WITH YOUR MOBILE DEVICE
Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
XPERRA MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
(i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
(ii) ANY LOSS, =DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
(iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
INTELLECTUAL PROPERTY RIGHTS, COPYRIGHT, AND TRADEMARKS
Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Xperra owns all Intellectual Property Rights in the Services. The information available on or through this Site is the property of Xperra, or its licensors, and is protected by copyright, trademark, and other intellectual property laws. Users may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through this Site for commercial or public purposes. Users may not use the trademarks, logos and service marks ("Marks") for any purpose including, but not limited to use as "hot links" or meta tags in other pages or sites on the World Wide Web without the written permission of Xperra or such third party that may own the Mark. Questions concerning trademarks should be directed to [email protected].
TAMPERING
User agrees not to modify, move, add to, delete or otherwise tamper with the information contained in Xperra's Web site to submit questions or comments on user forums or during the normal use of the Services. User also agrees not to decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in the Site.
THIRD PARTY INFORMATION
Although Xperra monitors the information on the Site, some of the information is supplied by independent third parties. While Xperra makes every effort to insure the accuracy of all information on the Site, Xperra makes no warranty as to the accuracy of any such information.
LINKS TO THIRD PARTY SITES
This Site may contain links that will let you access other Web sites that are not under the control of Xperra. The links are only provided as a convenience and Xperra does not endorse any of these sites. Xperra assumes no responsibility or liability for any material that may accessed on other Web sites reached through this Site, nor does Xperra make any representation regarding the quality of any product or service contained at any such site.
LINKS FROM THIRD PARTY SITES
Xperra prohibits unauthorized links to the Services and the framing of any information contained on the website or Services. Xperra reserves the right to disable any unauthorized links or frames. Xperra has no responsibility or liability for any material on other Web sites that may contain links to this Site.
ADDITIONAL TERMS
Xperra does not give professional advice. Unless specifically included with the Services, Xperra is not in the business of providing legal, financial, accounting, tax, health care, real estate, marketing or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
We may tell you about other Xperra services. You may be offered other services, products, or promotions by Xperra ("Xperra Services"). Additional terms and conditions and fees may apply. With some Xperra Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Xperra permission to use information about your business and experience to help us to provide the Xperra Services to you and to enhance the Services. You grant Xperra permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Xperra permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
Communications. Xperra may be required by law to send you communications about the Services or Third Party Products. You agree that Xperra may send these communications to you via email or by posting them on our websites
You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Xperra if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
SECURITY
Data transmitted to and from the Services is encrypted for the user's protection. However, the security of information transmitted through the Internet can never be guaranteed. Xperra is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. In order to protect you and your data, Xperra may suspend your use of a client site, without notice, pending an investigation, if any breach of security is suspected. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Xperra stores and processes its own information of a similar type. Xperra has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access to or use of Customer Data.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XPERRA, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. XPERRA AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
XPERRA, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF XPERRA, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, XPERRA, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET XPERRA SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF XPERRA AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF XPERRA, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
INDEMNITY
You agree to indemnify and hold Xperra and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Xperra reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Xperra in the defense of any Claims.
CHANGES
We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes..
TERMINATION
Xperra may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Xperra 's rights to any payments due to it. Xperra may terminate a free account at any time. Sections 2.2, 3 through 14 will survive and remain in effect even if the Agreement is terminated.
EXPORT RESTRICTIONS
You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
GOVERNING LAW
Laws of Delaware govern this Agreement without regard to its conflicts of laws provisions
DISPUTES
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Delaware law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND xPERRA ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
GENERAL
This Agreement, including any Additional Terms below, is the entire agreement between you and Xperra and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Xperra . However, Xperra may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Xperra or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Xperra via an email to: [email protected]
ACCEPTANCE OF THESE TERMS AND CONDITIONS
By using the Software platform, User indicates that he/she has read and understood, and assents to be bound by, the terms of this Agreement. If the person using the platform is an individual working for User ("Agent"), such person is agreeing to the terms and conditions of this Agreement on behalf of the User and certifies that he/she is an Agent of User and has all necessary authority to act on your behalf, including to bind the User to the terms and conditions of this Agreement.
If the User does not agree to the terms of the Agreement, User is not granted any rights whatsoever in the Software. If User is not willing to be bound by these terms and conditions, User should not use the Software platform and must discontinue access and use of the Software and Services.