Terms

XYPLES LLC TERMS AND CONDITIONS

XYPLES LLC TERMS AND CONDITIONS are entered into as of the Effective Date specified in the Order Confirmation, and are made by and between the Xyples entity issuing the Order Confirmation (“Xyples”) and the end user of the Product or Services or Content (“Customer”, “You” or “Your”) together, the “Parties.” This “Agreement” means collectively these Product or Services or Content Terms and Conditions, as well as the specific Service Description for each Product or Services or Content as well as any quote, if applicable. In the event of a conflict, the following order of precedence applies: these Product or Services or Content Terms and Conditions, any quote (if applicable), and the Service Description. The Parties agree as follows:

 

  1. DEFINITIONS. Capitalized Terms shall have the meanings set forth below. a) “Customer Content” means, any information provided by You to use the Product or Services or Content, including, but not limited to, Personal Information and Network Data. b) “Meter” means the applicable unit(s) of measurement by which Xyples prices and sells a Subscription to an Product or Services or Content, in effect at the time of the Order Confirmation. c) “Network Data” means network traffic data that Xyples may receive, store, and/or process to configure and provide the Product or Services or Content, and/or to provide any included support for the Product or Services or Content, including but not limited to time of transaction, User IP address, username, URL, URL category, status (success or error), file type, filter result (allowed or denied), virus ID, and other metadata (e.g. browser software used), and any other network traffic (and data related thereto) sent to or received from You through use of the Product or Services or Content, in detail and/or in an aggregated form. d) “Order Confirmation” means the electronically-generated confirmation that Xyples sends to You to confirm a purchase of the applicable Product or Services or Content, as well as Subscription Term, whether ordered directly from Xyples or through a Xyples authorized resellers. e) “Product or Services or Content” means any Xyples branded solution delivered over the Internet and/or hosted or managed by Xyples and made available via a network, including any “Service Component(s)” which means certain enabling software, hardware peripherals and associated documentation which may be separately provided by Xyples as an incidental part of an Product or Services or Content. f) “Personal Information” means information provided to Xyples by You, or collected by Xyples on behalf of You in connection with the Product or Services or Content, and (1) that relates to an identified or identifiable natural person, and (2) that is protected under applicable data protection laws. Personal Information may include: (i) provisioning data, such as names, e-mail address, IP address and contact details of Customer designated users and contacts for the Product or Services or Content(s), necessary to configure the Product or Services or Content(s) or any subsequent service call as described in the Agreement; and (ii) some log data which may include certain source and destination IP addresses, host name, username, and policy names. g) “Service Description” means Xyples’s published description of an Product or Services or Content’s features, including, but not limited to, any service-specific additional terms and requirements, and any accompanying service level agreements (“SLA”). h) “Subscription” means, for purposes of this Agreement, a fixed term right to access, use and/or benefit from an Product or Services or Content as defined in each Order Confirmation. Xyples Product or Services or Content Terms and Conditions (09Dec2016) i) “Subscription Term” means the period of time for which a Subscription is valid, as defined in each Order Confirmation.
  2. SUBSCRIPTION AND PRODUCT OR SERVICES OR CONTENT RIGHTS GRANTED. Xyples grants You the right to use the Product or Services or Content, under this Agreement, in the Meter amount ordered and for the Subscription Term, within the use limitations shown in the applicable Service Descriptions. Any guidelines for eligibility to purchase Product or Services or Content may be outlined in a separately published guide.
  3. USE OF PRODUCT OR SERVICES OR CONTENT a) Initial Account and Service Set-Up. You must provide Xyples with all reasonably necessary Customer Content to allow Xyples to provision and deliver each Product or Services or Content. b) Acceptable Use of Product or Services or Content. You may use the Product or Services or Content i) for Your internal business purpose, ii) up to the Meter amount for which You have purchased a Subscription, iii) only for lawful business purposes, and iv) in accordance with any acceptable use policy published by Xyples and the applicable Service Description. If You do not comply with these requirements, Xyples reserves the right to immediately suspend all or part of the Product or Services or Content during such non-compliance, without compensation to You of any kind. c) Customer Configurations. The Product or Services or Content do not include Your configurations, nor policies and procedures implemented and set by You that are available through the Product or Services or Content. You acknowledge and agree that You are solely responsible for selecting Your configurations and assuring that the selection conforms to Your policies and procedures and complies with all applicable laws and regulations in jurisdictions in which You are accessing the Product or Services or Content. d) Changes to Subscription Meter Amounts. For Subscriptions that are invoiced in arrears, You can change Your Subscription Meter amount at any time, without having to submit any additional order to Xyples for such changes. For Subscriptions that are invoiced in advance, You may increase Your Subscription Meter amount at any time, by submitting an order for additional Product or Services or Content. If Your current use of an Product or Services or Content exceeds the Meter amount shown on Your applicable Order Confirmation(s), then You must promptly submit a new order for the additional use, which will be invoiced at the then-current rates, or as mutually agreed upon by the Parties, through the current Subscription Term, and Your aggregate Meter amount will be the basis for any renewal of the Subscription. Xyples reserves the right to invoice You for any additional use, at the then-current rates, if a corresponding order is not promptly received. Each additional order will be subject to the then-current version of this Agreement.
  4. SUBSCRIPTION TERM; AUTOMATIC RENEWAL a) Subscription Term and Automatic Renewal Option. The Subscription Term will start on the date indicated on the Order Confirmation. If Your Order Confirmation indicates that the Subscription will automatically renew for the Product or Services or Content, then Your account will be invoiced without further action by You on the renewal date for the aggregate Meter amount at the end of the previous Subscription Term. If Your Order Confirmation does not indicate automatic renewal, then You must contact Xyples or Your reseller prior to the expiration of Your current Subscription Term to continue to access the Product or Services or Content beyond the end of the Subscription Term. b) Automatic Renewal Opt Out. For Subscriptions that automatically renew, You may opt out of the automatic renewal option at any time by contacting Your reseller or by contacting Xyples at support@xyples.com. In the event that Xyples ceases to offer automatic renewal for specific Product or Services or Content, Xyples will provide notification to Your then-current business or technical contact, and/or by publication on the applicable administrator portal for the Product or Services or Content(s). c) Pay for Use Option. Notwithstanding a) and b) above, for Product or Services or Content that offer a pay for use option, as specified in the Service Description or applicable program guide, Your invoices will be based upon Your actual usage in the preceding month with or without an upfront commitment. You will continue to be invoiced so long as You continue to use the Product or Services or Content. d) End of Product or Services or Content Availability. Xyples will aim to provide twelve (12) months’ notice of the last date of an Product or Services or Content’s availability. Xyples will provide such notification to Your then-current Xyples Product or Services or Content Terms and Conditions (09Dec2016) business or technical contact, and/or by publication on the applicable administrator portal for the Product or Services or Content(s). Once an Product or Services or Content is no longer available, You will no longer have access to or use of the Product or Services or Content.
  5. TERM; TERMINATION a) Term. These Product or Services or Content Terms and Conditions are effective upon the date of acceptance or Your use of the Product or Services or Content, whichever occurs first, and will continue unless terminated as specified below. b) Right to Termination. (i) If You have chosen the automatic renewal option for Your Subscriptions, then You may cancel automatic renewal at any time. (ii) For Subscriptions that are paid in advance or for Subscription Terms of twelve (12) months or longer, such Subscriptions are non-cancellable and payments for such Subscriptions are non-refundable. (iv) This Agreement and each individual Subscription may be terminated by either Party if the other Party breaches any material term of this Agreement and such breach remains uncorrected for five (5) days following written notice; or immediately, if the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or similar action for the benefit of creditors as a consequence of debt, or if the other Party otherwise ceases or threatens to cease business. c) Effect of Termination. Upon termination of an individual Subscription, the Agreement and all other Subscriptions will continue. Upon termination of this Agreement in whole, all current Subscriptions will be terminated immediately. Termination of this Agreement will be without prejudice to any rights or liabilities accrued as of the date of termination. Xyples is entitled to invoice and be paid for all Product or Services or Content provided up to the effective date of termination, and all invoices become immediately then due and payable. Any provision of the Agreement, which is intended to survive expiration or termination will survive, including, without limitation, confidentiality, restrictions on use of intellectual property, indemnity, limitations on liability and disclaimers of warranties and damages, governing law, and Your payment obligations accrued prior to termination.
  6. PRICING; INVOICES; FEES; PAYMENT; TAXES. THE FOLLOWING TERMS SHALL APPLY ONLY IN THE EVENT THAT XYPLES ACCEPTS CUSTOMER’S ORDERS DIRECTLY. a) Pricing. Xyples reserves the right to change its pricing at any time. Xyples may change its pricing for an Product or Services or Content by publishing, quoting or invoicing You for the updated pricing and you will be given 30 days notice before such changes take effect. b) Invoices. Xyples reserves the right to invoice immediately upon acceptance of an Product or Services or Content(s) order. If You require a purchase order document (“PO”), in order for Xyples to process Your payment of an invoice, then such PO must include sufficient detail to allow Xyples to accept and accurately fulfill Your order. Depending on the Product or Services or Content Subscription model You select, Xyples will either (i) invoice You for the Product or Services or Content in advance, or (ii) invoice You in arrears. Such invoicing schedule will be defined in the Order Confirmation. Xyples reserves the right to begin invoicing You, even if Xyples cannot provide the Product or Services or Content due to Your act or omission or failure to provide required information. c) Fees and Payment. You will pay Xyples the fees agreed to by the Parties (“Fees”) within thirty (30) days from the date of invoice unless otherwise mutually agreed to in writing by the Parties. Your order may contain Product or Services or Content that are invoiced in advance or in arrears. If any sum payable to Xyples is not paid by the due date, Xyples reserves the right, without prejudice to any other remedy, to (i) charge interest on such overdue sum on a day to day basis from the due date until paid in full the lesser of one Xyples Product or Services or Content Terms and Conditions (09Dec2016) percent (1%) per month or the maximum rate permitted by applicable law; and/or (ii) suspend the provision of the Product or Services or Content upon five (5) days prior notice, until paid in full. d) Taxes. You are responsible for all taxes, customs duties, import fees or other similar charges, and all other mandatory payments imposed by government entities with respect to the Product or Services or Content or other items provided under this Agreement, excluding tax imposed on Xyples’s net income and withholding taxes (subject to the condition of providing withholding tax payment receipts, as set forth below). Xyples will bill applicable taxes as a separate item. If a transaction is exempt from tax, You will provide Xyples with a valid exemption certificate or other evidence of such exemption in a form acceptable to Xyples. If You are required by law to withhold any tax from the payment, You will provide Xyples with original or certified copies of all tax payment receipts or other evidence of payment of taxes by You with respect to transactions under this Agreement. If You fail to provide Xyples with such tax payment receipts, if applicable, then You will reimburse Xyples for any fines, penalties, taxes and other governmental agency charges resulting from such failure.
  7. PURCHASING THROUGH RESELLER. If You order from a Xyples reseller (“Reseller”), then all provisions related to pricing, invoicing, fees, payments and taxes shall be as agreed between You and Reseller. Xyples will not be liable for any agreement between You and Reseller for any other account administration on Your behalf.
  8. WARRANTY. Xyples warrants that it provides Product or Services or Content using reasonable care and skill in accordance with the corresponding Services Description and within the industry standards. The warranty for an Product or Services or Content ends when the Product or Services or Content ends. XYPLES DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF AN PRODUCT OR SERVICES OR CONTENT OR THAT XYPLES WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. THESE WARRANTIES ARE THE EXCLUSIVE WARRANTIES FROM XYPLES AND REPLACE ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. XYPLES’S WARRANTIES WILL NOT APPLY IF THERE HAS BEEN MISUSE, MODIFICATION, DAMAGE NOT CAUSED BY XYPLES, FAILURE TO COMPLY WITH INSTRUCTIONS PROVIDED BY XYPLES, OR AS OTHERWISE STATED IN XYPLES’S PUBLISHED POLICY, NON-XYPLES BRANDED SERVICES ARE SOLD UNDER THE AGREEMENT AS-IS, WITHOUT WARRANTIES OF ANY KIND. IN THE EVENT THAT YOU TEST THE BETA VERSION OF AN PRODUCT OR SERVICES OR CONTENT, YOU ACKNOWLEDGE THAT THE BETA PRODUCT OR SERVICES OR CONTENT IS UNTESTED, PRELIMINARY IN FORM AND/OR IN A TEST ENVIRONMENT. THE BETA PRODUCT OR SERVICES OR CONTENT IS PROVIDED “AS IS” WITH NO WARRANTIES OR REPRESENTATIONS WHATSOEVER. THE TERMS OF THE SERVICE LEVEL AGREEMENT (IF ANY) SHALL NOT APPLY TO ANY BETA PRODUCT OR SERVICES OR CONTENT.
  9. INTELLECTUAL PROPERTY. The intellectual property rights in Xyples’s Product or Services or Contents are and will remain Xyples property or that of Xyples’s licensors.
  10. DEFENSE OF THIRD PARTY CLAIMS. a) By Xyples. Xyples will defend You against any claims asserting that the Product or Services or Content infringe any intellectual property right of a third party, and will pay any and all damages finally awarded by a court and actually paid by You, or agreed to in a final settlement by Xyples and attributable to such claim. Xyples’s obligations under this provision are subject to Your doing the following: notifying Xyples of the claim in writing, as soon as You learn of it; providing Xyples with all reasonable assistance and information to enable Xyples to perform Xyples’s duties under this Section; allowing Xyples sole control of the defense and all related settlement negotiations; and not having compromised or settled such claim. Notwithstanding the foregoing, You may participate at Your expense in the defense of any such claim with Your own counsel, provided that Xyples retains sole control of the claim. You Xyples Product or Services or Content Terms and Conditions (09Dec2016) have the right to approve any settlement that affirmatively places on You an obligation that has a material adverse effect on You other than the obligations to cease using the affected Product or Services or Content or to pay sums indemnified under this Section. Such approval will not be unreasonably withheld. If the Product or Services or Content are found to infringe, or if Xyples determines in Xyples’s sole opinion that the Product or Services or Content are likely to be found to infringe, then Xyples will either (i) obtain for You the right to continue to use the Product or Services or Content; or (ii) modify the Product or Services or Content (including, if applicable, any Service Component(s)) so as to make it non-infringing, or replace it with a non-infringing equivalent substantially comparable in functionality, (and in the case of infringing Service Components, You will stop using any infringing version of such Service Components); or, if Xyples determines in its sole opinion that “(i)” and/or “(ii)” are not reasonable, Xyples may (iii) terminate Your rights and Xyples’s obligations under this Agreement with respect to such Product or Services or Content, and in such case shall refund to You the pre-paid fees for the relevant Product or Services or Content. Notwithstanding the above, Xyples will not be liable for any infringement claim to the extent that it is based upon: (1) modification of the Product or Services or Content other than by Xyples; (2) combination, use, or operation of the Product or Services or Content with products not specifically authorized by Xyples to be combined with the Product or Services or Content; (3) use of the Product or Services or Content other than in accordance with this Agreement; or (4) Your continued use of infringing Product or Services or Content after Xyples, for no additional charge, supplies or offers to supply modified or replacement non-infringing Product or Services or Content. THIS SECTION “INDEMNITY” STATES YOUR SOLE AND EXCLUSIVE REMEDY AND XYPLES’S SOLE AND EXCLUSIVE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. b) Indemnification by Customer. You agree, at Xyples’s request to defend, to indemnify Xyples and its directors, officers, and employees, and stockholders, (collectively, “Indemnified Parties”) against and hold Xyples harmless from any and all claims, actions, losses, costs, fines and expenses that Xyples may incur as a result of: (i) any breach by You of the Section entitled “Acceptable Use of Product or Services or Content”, (ii) Your unauthorized use of the Product or Services or Content in a manner not contemplated by the Services Description, or (iii) any third party, including without limitation any regulatory authority claim in relation to Customer Content.
  11. CONFIDENTIALITY. “Confidential Information” means, for purposes of this Agreement, the non-public information exchanged by the Parties, provided that such information is: (1) identified as confidential at the time of disclosure by the disclosing Party (“Discloser”), A Recipient may use the Confidential Information that it receives from the Discloser solely for the purpose of performing activities contemplated under this Agreement. For a period of five (5) years following the applicable date of disclosure of any Confidential Information, a Recipient will not disclose the Confidential Information to any third party. A Recipient will protect it by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication as the Recipient uses to protect its own confidential information of a like nature. The Recipient may disclose the Confidential Information to its affiliates, agents and subcontractors with a need to know in order to fulfill the purpose of this Agreement, under a nondisclosure agreement at least as protective of the Discloser’s rights as this Agreement. This Section 11 imposes no obligation upon a Recipient with respect to Confidential Information which: (i) is or becomes public knowledge other than by breach of this Agreement; (ii) was in the Recipient’s possession before receipt from the Discloser and was not subject to a duty of confidentiality; (iii) is rightfully received by the Recipient without any duty of confidentiality; (iv) is disclosed generally to a third party by the Discloser without a duty of confidentiality on the third party; or (v) is independently developed by the Recipient without use of the Confidential Information. The Recipient may disclose the Discloser’s Confidential Information as required by law or court order provided: (1) the Recipient promptly notifies the Xyples Product or Services or Content Terms and Conditions (09Dec2016) Discloser in writing of the requirement for disclosure, if legally permissible; and (2) discloses only as much of the Confidential Information as is required. Upon request from the Discloser or upon termination of the Agreement, the Recipient will aim to return all Confidential Information and all copies, notes, summaries or extracts thereof or certify destruction of the same. Each party will retain all right, title and interest to such party’s Confidential Information. The parties acknowledge that a violation of the Recipient’s obligations with respect to Confidential Information may cause irreparable harm to the Discloser for which a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Discloser will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provisions.
  12. USE AND PROTECTION OF CUSTOMER CONTENT – DATA PROTECTION Depending on which Services you use, we collect different kinds of information from or about you. We collect the content and other information you provide when you use our Services, including when you sign up for an account, create or share, and message or communicate with others. This can include information in or about the content you provide, such as the location of a photo or the date a file was created. We also collect information about how you use our Services, such as the types of content you view or engage with or the frequency and duration of your activities.We also collect content and information that other people provide when they use our Services, including information about you, such as when they share a photo of you, send a message to you, or upload, sync or import your contact information.We collect information about the people and groups you are connected to and how you interact with them, such as the people you communicate with the most or the groups you like to share with. We also collect contact information you provide if you upload, sync or import this information (such as an address book) from a device. If you use our Services for purchases or financial transactions (like when you buy something on Xyples, make a purchase in a game, or make a donation), we collect information about the purchase or transaction. This includes your payment information, such as your credit or debit card number and other card information, and other account and authentication information, as well as billing, shipping and contact details. To learn more about how privacy works on Xyples, please check out Privacy Basics. If you have questions about this policy, here’s how you can reach us: privacyteam@Xyples.com.
  13. LIMITATION OF LIABILITY. (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL XYPLES OR ITS SUPPLIERS BE LIABLE TO CUSTOMER, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR (i) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES; OR II) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, ANTICIPATED SAVINGS, WASTED MANAGEMENT AND STAFF TIME; WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR USE OF THE PRODUCT OR SERVICES OR CONTENT, EVEN IF XYPLES OR ITS SUPPLIERS HAVE BEEN ADVISED SUCH DAMAGES OR LOSSES MIGHT OCCUR. c) SUBJECT TO SECTIONS A) AND B), TO THE EXTENT PERMITTED BY APPLICABLE LAW, XYPLES’S OR XYPLES’S SUPPLIERS’ TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES UP TO THE FOLLOWING AMOUNTS: I) FOR PRODUCT OR SERVICES OR CONTENT, THE AMOUNT YOU WERE REQUIRED TO PAY FOR THE APPLICABLE PRODUCT OR SERVICES OR CONTENT DURING THE TWELVE (12) MONTHS BEFORE THE CAUSE OF ACTION AROSE OR II) FOR BETA PRODUCT OR SERVICES OR CONTENT UP TO U.S. $5,000. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER OR NOT CUSTOMER ACCEPTS THE PRODUCT OR SERVICES OR CONTENT.
  14. U.S. GOVERNMENT RESTRICTED RIGHTS. This Section 14 applies only to U.S. Government entities. The Product or Services or Content is deemed to be commercial computer software for purposes of FAR 12.212. Any use, modification, reproduction release, performance, display or disclosure of the Product or Services or Content by the U.S. Government shall be solely in accordance with the terms of this Agreement, and except as otherwise explicitly stated in this Agreement all provisions of this Agreement shall apply to the U.S. Government. Xyples Product or Services or Content Terms and Conditions.
  15. ARBITRATION Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association/American Health Lawyers Association Alternative Dispute Resolution Service under its Commercial Arbitration Rules/Healthcare Payor Provider Rules/Rules of Procedure for Arbitration by the American Health Lawyers Association. The number of arbitrators shall be three. The place of arbitration shall be Williamson County Round Rock TX, USA. Texas law shall apply. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
  16. RIGHTS. You agree to giving Xyples the right to copy, redistribute the materials or stories or information or content shared by you in any medium or format. You also agree to give Xyples the right to remix, transform, and build upon the material for any purpose, even commercially. You also agree to waive all Attribution rights and All ShareAlike rights. You also agree that these terms can not be revoked you or any party you acted on behalf of. You also agree that there terms will be extended to any party you acted on behalf of.
  17. GENERAL. (a) Xyples is an independent contractor and shall not be deemed Your employee or agent; (b) Xyples has the right to subcontract the performance of the Product or Services or Content to third parties, provided that Xyples remains responsible for the contractual obligations according to the Agreement. (c) All notices of breach, termination or the like will be in writing and addressed to the receiving party’s current business contact, if known, with a cc: to the General Counsel/Legal Department of the receiving party and sent to the party’s address as stated in the Order Confirmation, or as updated by either party in writing. Notices shall be effective upon receipt and shall be deemed received as follows: (i) if personally delivered by courier, when delivered, or (ii) if mailed by first class mail, or the local equivalent, on the fifth business day after posting with the proper address. (d) You may not assign the rights granted under the Agreement, in whole or in part and whether by operation of contract, law or otherwise, without Xyples’s prior written consent. Such consent will not be unreasonably withheld or delayed. (e) Each party will be excused from performance, other than payment obligations, for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, due to unforeseen circumstances or to causes beyond such party’s reasonable control including but not limited to war, strike, riot, crime, acts of God, or shortages of resources. (f) This Agreement will be governed by the laws of the State of Texas, United States of America. The parties agree any disputes with products or services or content or terms of agreement will be resolved in Federal Court in Round Rock Texas Williamson County. (g) If any provision of the Agreement is found partly or wholly illegal or unenforceable, such provision will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions will remain in full force and effect. A waiver of any breach or default under the Agreement will not constitute a waiver of any other right for subsequent breach or default. No person other than a party to the Agreement will be entitled to enforce any term of it except as expressly provided in the Agreement. (h) You acknowledge and agree that the Product or Services or Content (and applicable Services Components) and any related download or technology (“Controlled Technology”) may be subject to applicable export control and trade sanction laws, regulations, rules and licenses, and that You are on notice of the information published by Xyples on http://www.Xyples.com/about/profile/policies/legal.jsp, or successor website, and will comply with the foregoing, and with such further export restrictions that may govern individual Product or Services or Content, as specified in the relevant Service Descriptions. (i) Notwithstanding the foregoing, Xyples may revise Product or Services or Content(s) and/or Service Descriptions at any time for the following reasons: (i) it becomes necessary due to applicable laws or industry standards, including, without limitation, any change of the foregoing; (ii) it becomes necessary for technological reasons when any change is made without materially degrading the Product or Services or Content(s) functionality; (iii) it becomes necessary to maintain the operation of the Product or Services or Content when any change is made without materially degrading the Product or Services or Content(s) functionality; or (iv) changes are in Your favor. (j) Information Submitted using the Share Your Story such as but not limited to your name, can be used in the commercial production of any content such as but not limited to video, blog, etc. (k) The terms of this Agreement are the complete and exclusive agreement between the parties with respect to the subject matter of this Agreement, and supersedes any previous or contemporaneous agreement, proposal, commitment, representation, or other communication whether oral or written between the Parties regarding such subject matter. The Agreement prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by You, even if signed and returned. If this Agreement is translated in any language other than the English language, and in the event of a conflict between the English language version and the translated version, the English language version shall prevail in all respects.

 

END OF PRODUCT OR SERVICES OR CONTENT TERMS AND CONDITIONS

 

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