Terms of Service
XetHub™ Platform
Welcome to the XetHub platform by XetData, Inc. Please read these Terms of Service carefully. These Terms of Service form a legally binding agreement between you and XetData, Inc. regarding your access to and use of XetData’s XetHub asset management platform and related products and services (collectively, the “Platform”).
1. The platform
XetData, Inc. (“XetData,” “we,” “us,” and “our”) hosts, operates, and maintains the Platform. The Platform provides an asset management solution on a software as a service (or SaaS) basis, with a focus on enabling collaboration on large files while automatically tracking asset provenance and file access to ensure compliance and reproducibility. The Platform is designed to enable you to search, browse, or fork public asset repositories (referred to by us as “xet repositories”) and create your own xet repositories. The Platform may comprise one or more elements of software that enables you to access and use the Platform (collectively, the “Software”), the XetHub website accessible at xetdata.com and xethub.com (and any successor sites) (collectively, the “Site”), and related information, documentation, and materials that we provide or otherwise make available to you from time to time as part of the Platform (collectively, the “Documentation”). Unless the context indicates otherwise, the term Platform, as used in these Terms of Service, includes the Software, the Site, and the Documentation, collectively and individually.
2. Agreement to these Terms of Service
By purchasing, subscribing to, connecting with, or otherwise accessing or using the Platform, you accept and agree to be bound by these Terms of Service (this “Agreement”), including the provisions below that (1) allow us to cancel, suspend, terminate, or otherwise place limits on your access to and use of the Platform, including storage and/or velocity limitations, with or without cause and with or without notice, subject only to those requirements expressly set forth in Section 25 below; (2) allow us to refuse or remove any or all assets or files from the xet repositories, including assets and files contained in your xet repositories, with or without cause and with or without notice; and (3) require you to resolve disputes with us by binding arbitration involving a class-action waiver.
This Agreement constitutes a legally binding agreement made between XetData and any person or entity (“Customer,” “you,” “yourself,” and “your”) that purchases, subscribes to, connects with, or otherwise accesses or uses the Platform. In the event that you purport to be an agent or other representative of an entity (e.g., an officer or employee) or in the event that you otherwise, in fact, act on behalf of such an entity, you hereby acknowledge and agree that references in this Agreement to “Customer,” “you,” “yourself,” and “your” include such entity.
If you are an entity, you may have one or more affiliates, such as a parent or subsidiary (each, a “Customer Affiliate”). A Customer Affiliate that wishes to access and use the features and functions of the Platform must enter into this Agreement separately with XetData by separately acquiring access to and use of the Platform. This creates a separate agreement between the Customer Affiliate and XetData. Neither you nor any Customer Affiliate has any rights under each other’s agreement with us, and breach or termination of any such agreement is not breach or termination of any other.
You agree that by accessing or using the Platform, you have read, understood, and agree to be bound by this Agreement on behalf of yourself and any entity that you represent. If you do not agree to all of the terms of this Agreement, do not access or use the Platform. Except for certain kinds of disputes described in Section 33 below, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and by accepting this Agreement, you and we are each waiving the right to a trial by jury or to participate in any class action or representative proceeding. You agree to give up your right to go to court to assert or defend your rights under this Agreement. Your rights will be determined by a neutral arbitrator and not a judge or jury. Please see Section 33 for more information.
3. Eligibility to access and use the platform
In order to access and use the Platform, now or in the future, you must be at least 18 years of age (or the age of legal majority where you live and/or access the Platform if that age is over 18 years).
The Platform is designed, developed, hosted, operated, supported, maintained, and otherwise offered by us in or from the United States. The Platform is not intended for distribution to or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law or that would subject us to any registration requirement within such jurisdiction. Accordingly, those persons and entities that choose to access or use the Platform from locations outside the United States do so on their own initiative and are solely responsible for compliance with local laws. You represent and warrant that you (and, if applicable, any entity that you represent) are not (1) located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country; or (2) listed on any US government list of prohibited or restricted parties.
We reserve the right to cancel, suspend, terminate, or otherwise limit your access to and use of the Platform, if you fail to comply with any of these eligibility requirements.
4. Modifications to this agreement
We reserve the right to modify the terms, conditions, limitations, and restrictions set forth in this Agreement, or any policies or Supplemental Terms (as defined below) related to your access to and use of the Platform, at any time and in our sole discretion; provided, that, in the event that we make such modifications, including introducing any such policies or Supplemental Terms, we will endeavor to notify you the next time that you access the Platform and allow you to review and accept the modifications, policies, or Supplemental Terms, as the case may be, prior to continuing.
The most current version of these Terms of Service will be posted at https://xethub.com/, and we will update the “Last updated” date at the top of these Terms of Service.
5. Supplemental terms
Supplemental Terms, if any, are hereby expressly incorporated into this Agreement by this reference. “Supplemental Terms” may include such things as terms of use that apply to your registration of, access to, or use of any User Account you create with us (see Section 12 below); end user license agreements that apply to your downloading or installing any elements of the Software; supplemental terms and conditions governing specific features or functions of the Platform; our supplemental policies, procedures, or guidelines governing access to and use the Platform or specific elements thereof; rate sheets or list prices showing fees charged to access or use all or some elements of the Platform, now or in the future; or other terms and conditions published by us that supplement those set forth in this Agreement. Your continued access to and use of the Platform following notice of Supplemental Terms, including any modifications thereto, will constitute your acceptance of them. If you do not agree to Supplemental Terms as they are introduced, including modifications thereto as they occur, you will immediately discontinue accessing or using the Platform, including any and all of the features and functions thereof.
Supplemental Terms also may include express terms and conditions agreed upon and set forth in a separate, written, and signed agreement between XetData and you or an entity you represent. If there is a conflict between the terms, conditions, limitations, or restrictions set forth in a separate, written, and signed agreement between XetData and you or an entity you represent, the terms, conditions, limitations, and restrictions set forth in that agreement will supersede the conflicting terms, conditions, limitations, or restrictions set forth in this Agreement, only to the extent of such conflict and only as long as that agreement is signed by an authorized signatory of XetData.
6. License to access and use the platform
Subject to the terms, conditions, limitations, and restrictions set forth in this Agreement, we hereby grant to you, during the term of this Agreement, a license to access and use your User Account (as defined below) on any Internet-enabled device that you (or, if applicable, the entity that you represent) own or control solely for the purpose of accessing and using, on a non-exclusive, non-transferable, non-sublicensable basis, the features and functions of the Platform that we make available to you via your User Account in accordance with the Documentation, solely for your own internal software development purposes, and not for the purpose of any external distribution or dissemination of the Platform, or any element thereof, whether for commercial or non-commercial purposes. The foregoing license includes permission to download or install any elements of the Software that we make available for you to download and install using your User Account, but you may use such elements of the Software, without modification or redistribution and only for the purposes set forth herein. You are not permitted to transfer or sublicense the foregoing license granted by us to you, including transferring access to or use of your User Account internally to other officers, employees, contractors, agents, or representatives of an entity that you represent, without our express, written consent. You are also not permitted to reproduce, modify, aggregate, republish, resell, sublicense, redistribute, re-disseminate, download, or install the Platform, including any element thereof, except as otherwise expressly permitted by this Agreement, without our express, written consent, which consent must take the form of a separate, written, and signed agreement executed by an authorized signatory of XetData.
7. Creation, ownership, and licensed use of your content
While accessing and using the Platform, you may create, post, upload, link to, and otherwise make accessible your assets and files, which may include creating your own xet repository. You are solely responsible for the content of, and for any harm resulting from, any assets or files that you create, post, upload, link to, or otherwise make accessible via the Platform, regardless of their form, including any and all assets and files in your xet repository (collectively, “Your Content”). We are not responsible for any public display or misuse of Your Content.
As between you and us, you retain ownership of and responsibility for Your Content, including intellectual property rights therein or related thereto, subject to our ownership of the Platform and each element thereof that does not consist of Your Content (see Section 9 below).
If you post, upload, link to, or otherwise make accessible any assets or files that you did not create yourself or do not otherwise own all rights, title, and interest in and to, you agree that (1) you are responsible for those assets and files, including each element thereof; (2) you have obtained and will maintain all rights and permissions necessary or advisable in order to post, upload, link to, or otherwise grant access to those assets and files; (3) as between you and us, you are solely responsible for ensuring that those assets and files are licensed under terms that permit you to grant to us and other users of the Platform (each, a “User”) all of the licensed rights described below in this Section 7; and (4) you will fully comply with any and all third-party terms, conditions, limitations, restrictions, policies, licenses, and permissions that relate to such assets and files.
Because you retain ownership of and responsibility for Your Content, including assets and files that you post, upload, link to, or otherwise make accessible in your xet repository, you grant to us and Users the licensed rights described below in this Section 7. The license grants apply to those elements of Your Content that you own and control. If you post, upload, or link to assets or files that are already accompanied by a license granting us all of the rights and permissions that we need in order to offer the Platform and its features and functions to you and other Users, now and in the future, no additional license grant from you may be required. You understand that you will not receive any payment for any of the rights or license grants described below in this Section 7. The rights and licenses you grant to us will end when you remove Your Content from the servers operated and maintained by us, including servers operated or maintained on our behalf, unless one or more Users have forked the applicable assets or files (meaning that such User, or Users, have made their own copies of Your Content in repositories that they control). For the avoidance of doubt, as between you and us, you are solely responsible for complying with any and all applicable third-party terms, conditions, limitations, restrictions, policies, licenses, and permissions that govern access to and use of Your Content and any associated information or data (collectively, “Third-Party Terms”).
You hereby grant to us and our legal successors and assigns, on behalf of you and, if applicable, any entity that you represent, a non-exclusive, worldwide, royalty-free, and fully-paid license, under all applicable intellectual property rights therein and related thereto, to access, store, archive, parse, display, interoperate with, and make incidental reproductions of Your Content and to otherwise provide the Platform, your User Account, and all related features and functions to you and other Users, including making improvements to the Platform, now and in the future. For the avoidance of doubt, the foregoing license grant includes, among other things, (1) the right to reproduce Your Content in our database and make backup and/or archival copies of Your Content; (2) display Your Content to you and other Users using the various features and functions of the Platform, now and in the future; (3) share Your Content with other Users; (4) parse Your Content into a search index or otherwise analyze Your Content on servers operated and maintained by us, including servers operated or maintained on our behalf; and (5) publicly perform Your Content, to the extent applicable (e.g., in the case of music files, video files, etc.).
For the avoidance of doubt, the foregoing license grant does not grant us the right to sell Your Content. It also does not grant us the right to distribute or use Your Content for purposes not described in or otherwise contemplated by this Agreement.
By setting your xet repositories to be viewed publicly, you agree to allow other Users to view and fork the assets and files in your xet repositories. If you set your xet repositories to be viewed publicly, you grant each User a non-exclusive, worldwide, royalty-free, and fully-paid license, under all applicable intellectual property rights therein and related thereto, to access, use, display, and perform Your Content via the Platform and to reproduce Your Content on the Platform, as permitted by the features and functions of the Platform, now and in the future (e.g., through forking). You may grant further rights to Users if you choose to adopt a license.
Whenever you add assets or files to a xet repository containing notice of a license, you license those assets and files pursuant to the same license terms, and you agree that you have the right to license those assets and files pursuant to those terms. If you have a separate agreement to license those assets or files pursuant to different terms, such as a contributor license agreement, that agreement will supersede.
You retain all moral rights to Your Content, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us in order to enable us to reasonably exercise the licensed rights granted to us in this Section 7.
To the extent any element of the terms set forth in this Section 7 are found to be unenforceable, at a minimum, you grant to us all of the necessary rights and permissions we need to use Your Content without attribution in the manner and for the purposes contemplated by this Agreement, including making reasonable reproductions and adaptations of Your Content.
You acknowledge that any content generated by you that you post publicly (e.g., issues, comments, and contributions to other Users’ repositories) will be public and viewable by other Users.
Except to the extent that you set your xet repositories to be viewed publicly, we consider Your Content in your private xet repositories to be confidential to you. In accordance with our confidentiality obligations set forth in Section 21 below, we will protect the contents of your private xet repositories from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.
You may choose to enable additional access to your private xet repositories. For example, you may enable features of the Platform that require additional rights to Your Content in your private xet repositories. These rights may vary depending on the applicable feature, but we will continue to treat Your Content in your private xet repositories as confidential. If those features require rights in addition to those we need to render the Site and offer the features and functions of the Platform, now and in the future, we will provide to you an explanation of those rights.
Notwithstanding anything to the contrary set forth in this Section 7 or Section 21 below, we may access or disclose Your Content in your private xet repositories in order to (1) comply with our legal obligations under applicable laws, including responding to a judicial or governmental order; (2) as part of automated scanning of assets and files stored in the Platform; or (3) in response to one or more security risks or threats. We will provide you with notice of our access to or disclosure of Your Content in your private xet repositories, unless otherwise necessary or advisable in order for us to comply with our legal obligations or respond effectively to applicable security risks or threats or unless such access is the result of automated scanning.
8. Rights to remove your content and limit or cancel your access
We have the right to refuse or remove any assets or files, including all or some of Your Content, from xet repositories, including your xet repositories, at any time and for any reason or no reason, with or without notice, including refusal or removal that we determine, in our sole discretion, is necessary or advisable in order to avoid violation of any applicable laws, this Agreement, or any Supplemental Terms, including any of our terms, policies, guidelines, or instructions to you or others.
Further, we have the right to cancel, suspend, terminate, or otherwise place limits on your access to and use of the Platform, including storage and/or velocity limitations and cancelation, suspension, and termination of your User Account, at any time and for any reason or no reason, with or without notice.
9. Ownership of the platform
You hereby agree that the Platform, including, for the avoidance of doubt, the Site, all Software, and all Documentation, and other features, functions, materials, and content provided by XetData via your User Account and the Platform, including, but not limited to, any and all techniques and learnings relating to the improvements or modifications that we implement or otherwise develop in connection with our performance of the Platform; any statistical or logging data (including order of operation, timing, and performance data) obtained during operation and maintenance of the Platform; any source code, object code, sample code, documentations, libraries, development tools, displays, designs, images, graphics, text, data, databases, algorithms, video, and audio related to the Platform; and any and all trademarks, service marks, and logos identifying or accompanying the Platform, are owned by us (or, if applicable, our licensors), including any and all intellectual property in or related thereto and any authorized or unauthorized enhancements, updates, upgrades, improvements, translations, adaptations, or other modifications to or reproductions or derivative works thereof, subject to your ownership of Your Content (see Section 7 above). The Platform, including each of the proprietary elements described in the preceding sentence, is the sole property of XetData (or, if applicable, its licensors) and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws and unfair competition laws of the United States, foreign jurisdictions, and international conventions. XetData, on behalf of itself and its licensors, reserves all rights in this regard.
10. Free and open source materials
You acknowledge that assets, files, code, libraries, tools, documentation, and other content and materials made available to you and other Users, including, in some cases, elements of the Platform, itself, may be made available to you and other Users as Free and Open Source Materials. “Free and Open Source Materials” means software source code, libraries, tools, documentation, and related source materials that are licensed to the public on a free or open-source basis by us or one or more third-party licensors or other contributors to such assets, files, code, libraries, tools, documentation, and other content and materials, including modifications and other contributions thereto, and any reproductions of the same. Your and other licensees’ rights, duties, and responsibilities with respect to Free and Open Source Materials, including any rights to use, download, copy, modify, or redistribute Free and Open Source Materials, will be governed by the terms and conditions set forth in the open source license agreement, or agreements, pursuant to which such Free and Open Source Materials are licensed to the public and not by the licensed rights granted by us to you pursuant to this Agreement. To the extent there are any conflicts between the terms and conditions set forth in this Agreement and those set forth in the open source license agreement, or agreements, pursuant to which Free and Open Source Materials are licensed to the public, the terms and conditions of such open source license agreement(s) shall govern and control. You are able to determine and control which Free and Open Source Materials you access and use, and you hereby acknowledge and agree that Free and Open Source Materials are not subject to any representations, warranties, or maintenance and support obligations other than those expressly set forth in the open source license agreement, or agreements, pursuant to which such Free and Open Source Materials are licensed to the public.
11. Your representations and warranties
By accessing or using the Platform, you represent and warrant that: (1) you meet the eligibility requirements for accessing and using the Platform set forth in this Agreement; (2) all information you submit to us is true, accurate, current, and complete and will be maintained as such by you; (3) you are authorized to accept this Agreement on behalf of any entity that you purport to represent as an agent or other representative (e.g., as an officer or employee) or that you otherwise, in fact, act on behalf of; (4) you have not, and will not, access or use your User Account or any features or functions of the Platform for any illegal or unauthorized purpose, and your access to and use of the Platform will not cause XetData to be in violation of any applicable law or regulation; and (5) you have not, and will not, access or use your User Account or any feature or functions of the Platform in a manner that misappropriates the intellectual property or otherwise infringes on the intellectual property rights of any third party. If you breach these representations and warranties, in addition to any other remedies that we may have at law or equity, we will have the right to cancel, suspend, or otherwise limit your access to and use of your User Account and refuse to allow you (and, if applicable, the entity you represent) to access and use any or all of the features and functions of the Platform, now and in the future.
12. Your user account
In order to access and use the Platform, you will need to create a user account (each, a “User Account”) with XetData and/or, in some cases, a third-party provider of asset repositories through which you elect to indirectly obtain access to and use of the Platform (meaning, you voluntarily elect to authenticate your access to your User Account with XetData using your user account with a third-party provider of asset repositories, like GitHub or GitLab) (each, a “Third-Party Repository”). In the event that you are an agent or other representative of an entity (e.g., an officer or employee), you and other agents and representatives of the entity each may be allowed to create User Accounts. In that event, references in this Agreement to “User Account” include all such associated User Accounts, collectively, unless otherwise expressly noted or the context clearly indicates otherwise.
To create a User Account, you will be required to provide certain information and establish authentication credentials. You agree to provide accurate, current, and complete information during creation of your User Account and to update such information to keep it accurate, current, and complete. As set forth in Section 8 above, we reserve the right to cancel, suspend, terminate, or otherwise place limits on your access to and use of User Account, at any time and for any reason or no reason, with or without notice. That includes circumstances in which information provided by you, at the time of your User Account creation or later, proves to be inaccurate, not current, or incomplete.
User Accounts assigned by us may be assigned to individual persons. You acknowledge that, in the case of User Accounts assigned to individual persons, each User Account is only for use by the assigned individual and is not transferable to any other individual (e.g., other officers, employees, contractors, agents, or representatives of an entity you represent), and you agree that neither you nor any individual associated with you will create more than one User Account in order to access and use the Platform.
You are responsible for maintaining the confidentiality of your User Account and authentication credentials and are responsible for the access to and use of your User Account and the Platform by anyone who obtained your authentication credentials through you. You may not share authentication credentials with anyone else or otherwise permit anyone other than yourself to access or use the Platform using your User Account or your authentication credentials. You will immediately notify us of any unauthorized use of your User Account or the Platform that comes to your attention.
13. Free access and use
Following the initial availability of the Platform, and from time to time, we may offer you and others who wish to access and use the Platform, or features or elements thereof, a free trial, for a limited time (e.g., as part of a free, open, public beta test). At the end of any such free-trial period, the User Account you create with us, if any, may be canceled and Your Content removed. If, at the end of a free-trial period, you choose to continue to access and use your User Account, you will be billed, or, if applicable, your User Account will be charged, according to the purchase, or purchases, you choose to make at the end of the free-trial period (e.g., if you convert to a paid subscription to all or some of the elements of the Platform). During any free trial period, you will be able to make reasonable use of the features and functions of the Platform that are the subject of the free trial, but we reserve the right to limit access to and use of the Platform during the free trial period, including, for example, imposing storage and/or velocity limitations, if and to the extent that we deem such limitations reasonable or necessary. The Platform and any elements thereof that are provided by us to you during a free-trial period are provided on an “as-is” and “as-available” basis without any warranties of any kind and on a royalty-free, non-transferable, non-sublicensable, and non-exclusive basis for use solely for testing, experimentation, and evaluation purposes by you and us, notwithstanding anything to the contrary in this Agreement.
14. Purchases, payments, and taxes
As discussed in Section 13 above, from time to time, or at the end of a free trial period, you may be charged a fee, or fees, to access and use the Platform (e.g., a subscription fee or a fee to access a specific feature or element of the Platform). The amount of any such fees will be presented to you on a rate sheet or price list at the time that you initially place your order. You agree to provide us with current, complete, and accurate purchase, payment, billing, and account information. You further agree to promptly update any such information, including any information related to your authorized payment method, or methods, so that we can complete all payment and billing transactions promptly and contact you, as needed. All payments will be stated by us and paid by you in US Dollars. We may change our fees, rates, or prices at any time (it being understood that we will not apply such changes to you retroactively). You agree to pay all charges at the prices then in effect for your purchases, and you authorize us to charge your authorized payment method for any such amounts upon making purchases from us. Except as otherwise expressly set forth in this Agreement, all fees paid by you to us pursuant to this Agreement are non-refundable. If one or more of your purchases are subject to recurring charges, then you consent to our billing you or otherwise charging your authorized payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation of such recurring charges. To cancel any recurring charges, contact us at contact@xethub.com. We reserve the right to correct any errors or mistakes in charges, even if we have already requested or received payment. We also reserve the right to refuse any purchase made using your User Account.
At the time that you place any order, we will notify you of the timing of your payment. At a minimum, you hereby agree to pay all fees owed within 30 days after your receipt of an invoice from us. In any event, unpaid fees are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.
Sales taxes; value added taxes; goods and services taxes; or similar government fees, taxes, and surcharges (collectively, “Taxes”) may apply. Taxes that we are required by applicable law to collect and remit will be added to the price of purchases, as deemed required by us. You, on the other hand, are solely responsible for identifying and paying all Taxes that are imposed on you upon or with respect to the transactions and payments under this Agreement (and any penalties, interest, or other additional charges arising from such Taxes). Further, you acknowledge that a Third-Party Repository through which you indirectly obtain access to and use of the Platform may be required by law to charge you Taxes in its own name for purchases made by you from that Third-Party Repository, and you agree that you will pay such Taxes to that Third-Party Repository. Upon request, you will provide such information to us as we or an applicable Third-Party Repository reasonably requires in order to determine whether we are obligated to collect Taxes from you. We will not collect any Taxes for which you furnish us a properly completed exemption certificate or a direct payment permit certificate.
15. Your access to the platform
You are solely responsible for the software, hardware, network connections, and other systems needed in order for you to access and use your User Account and the Platform. You accept any and all risk arising out of your use of the Platform, including, for the avoidance of doubt, your use of the Site, Software, or Documentation. Further, you are not permitted to reproduce, modify, resell, sublicense, redistribute, re-disseminate, decipher, decompile, disassemble, or reverse engineer the Site, Software, or Documentation, as applicable, without our express, written consent, which consent must take the form of a separate, written, and signed agreement executed by an authorized signatory of XetData.
16. Access via a third-party repository
In some situations, third parties’ terms may apply to your access to and use of the Platform. For example, as described in Section 12 above, you may elect to authenticate your access to your User Account with XetData using your user account with a Third-Party Repository. You acknowledge that, while this Agreement, together with any Supplemental Terms, is the full agreement between you and XetData, other parties’ terms shall govern their relationships with you, such as your agreement, if any, with Third-Party Repositories.
For the avoidance of doubt, this Agreement is directly between you and XetData and governs all access to and use of the Platform by you. Third-Party Repositories are not authorized to modify this Agreement or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set forth in this Agreement. We are not party to (or responsible under) any separate agreement between you and a Third-Party Repository. Because Third-Party Repositories are not controlled by us and do not form part of the Platform, we bear no responsibility or liability for Third-Party Repositories or the products or services they provide, including their security, availability, functionality, or inoperability, or any effect they may have on Your Content or xet repositories or how such Third-Party Repositories collect, use, store, process, or disclose your Personal Data and Customer Data (as defined in Sections 22 and 23 below, respectively).
If you elect to authenticate your access to your User Account with XetData using your user account with a Third-Party Repository, we may access and exchange your information and data with the applicable Third-Party Repository on your behalf, as needed in order to provide you with the authentication you request.
Accessing your User Account with XetData via a Third-Party Repository does not expand your rights or our obligations under this Agreement.
17. Prohibited activities
You will not access or use your User Account or the Platform for any purpose other than that for which we intend them to be used and for which they are designed and developed by us. Neither your User Account; the Platform; nor any related Software, Documentation, or other products or services, may be used for any purpose other than your own internal software development purposes, as described in greater detail in Section 6 above. In addition to the other limitations, restrictions, representations, and warranties set forth in this Section 17 and elsewhere in this Agreement, you agree that you will not: (1) reproduce, modify, make derivative works of, decipher, decompile, disassemble, or reverse engineer the Platform or any elements thereof, as applicable; (2) modify or remove any copyright notices or other proprietary rights notices of XetData or its licensors in or accompanying your User Account or the Platform; (3) access or use your User Account or the Platform in any manner that violates any applicable laws, including laws protecting copyrights, trademarks, or other intellectual property and laws concerning sanctions or export controls; (4) make your User Account or the Platform available in any manner to any third party for use in the third party’s business operations, other than an entity that you have expressly represented to us that you represent as an agent or other representative (e.g., as an officer or employee); (5) access or use (or permit third parties to access or use) your User Account or the Platform in order to build or support any products or services competitive with the Platform or XetData’s other products and services; (6) inaccurately or falsely represent your current location, your demographic location, your address, your employer, or otherwise inaccurately or falsely represent yourself to us or a Third-Party Repository through which you access your User Account; (7) circumvent, disable, or otherwise interfere, directly or indirectly, with any security-related features of your User Account or the Platform, including any features that prevent or restrict the use, downloading, redistribution, and/or reproduction of information, data, or other materials provided to you and others via the Platform; (8) engage in unauthorized framing of or linking to your User Account or the Platform; (9) interfere with, disrupt, or create an undue burden on the Platform, including the Site and Software, or any of the hardware, networks, or other systems that we own or control; (10) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other harmful code or materials that interfere with the uninterrupted use and enjoyment of the Platform by us or others or modifies, impairs, disrupts, alters, or interferes with the access to or use, features, functions, operation, or maintenance of the Platform; or (11) use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses your User Account or the Platform, or using or launching any unauthorized script or other software. You hereby acknowledge and agree that, if we determine that your access to or use of your User Account or the Platform constitutes an activity prohibited by this Agreement or otherwise exceeds reasonable limits, including those described in this Section 17, we reserve the right to cancel, suspend, or place limits on your access to and use of your User Account and the Platform, including, for example, imposing storage and/or velocity limitations on your usage, if and to the extent that we deem such limitations reasonable or necessary. You are solely responsible for making sure that your access to and use of your User Account, the Platform, and Your Content is in compliance with applicable laws.
18. Feedback
We have not agreed to, and do not agree to, treat as confidential any comments, suggestions, ideas, or feedback provided by you, individually or on behalf of any entity that you represent, regarding your User Account; the Platform; the information, data, and materials provided to you via the Platform; or any related products or services provided by us (collectively, “Feedback”), and nothing in this Agreement or in your and XetData’s dealings arising out of or related to this Agreement will restrict our right to use, profit from, disclose, publish, or otherwise exploit any Feedback, without compensation to you or any entity that you represent, or provide you or any entity that you represent with any rights in or to any of our products or services. You hereby waive all moral rights to any Feedback, and you hereby warrant that any Feedback you provide is original with you or that you have the right to provide such Feedback to us. You agree that there shall be no recourse against us for any alleged or actual misappropriation of any intellectual property or infringement of any intellectual or other proprietary rights in Feedback that you provide to us.
19. Management of the platform
We reserve the right, but are not obligated, to: (1) monitor your User Account and access to and use of the Platform for breaches of the terms and conditions set forth in this Agreement; (2) take appropriate legal action against anyone who we believe has violated applicable laws or otherwise breached the terms and conditions set forth in this Agreement, including reporting such person to law enforcement authorities; (3) in our sole discretion and without prior notice or liability, remove from the Platform or otherwise disable any assets, files, or other content or materials that are in any way burdensome to the Software or the hardware, networks, or other systems that enable the Platform; and (4) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform for us, you, and other Users.
20. Modifications to the platform
We reserve the right to update, upgrade, improve, discontinue, and otherwise modify the Platform, including the Site, the Software, the Documentation, and the features and functions of the Platform at any time, for any reason, and without prior notice, including changes in our pricing. We also reserve the right, but are not obligated, to update, change, remove, and otherwise modify the information, data, and other content and materials provided to you and others via the Platform at any time, for any reason, and without prior notice. If, following any such modifications, you wish to cancel your User Account, you may do so following the procedures described in Section 25 below. We will not be liable to you or any third party for any such modifications.
21. Confidentiality
We take confidentiality seriously and ask that you do, as well. “Confidential Information” means any non-public information relating to your User Account; the Platform and its elements; and your private xet repositories, whether disclosed before or after the effective date of this Agreement. The receiving party shall keep all Confidential Information in strict confidence and shall not publish, disclose, or otherwise make available, directly or indirectly, any Confidential Information to any third party, except as expressly contemplated by this Agreement or as otherwise necessary for you or XetData, as applicable, to perform their obligations under this Agreement; provided, that the receiving party will be responsible for any such third party’s compliance with the confidentiality obligations set forth in this Agreement. A receiving party may disclose Confidential Information of a disclosing party in accordance with a judicial or governmental order; provided, however, that the receiving party shall give the disclosing party reasonable written notice prior to disclosure and shall comply with any applicable protective order or equivalent.
22. Personal data and privacy
We care about the privacy of Personal Data that we collect. Our Privacy Policy is posted on our website at https://xethub.com/privacy. It discloses the Personal Data that we collect and how we use it. By accessing or using the Platform, you affirm that you have read our Privacy Policy and understand its terms and conditions, so please review it carefully. You agree that we can use the Personal Data that we collect pursuant to and in accordance with our Privacy Policy, as it may be updated from time to time. For the avoidance of doubt, “Personal Data” means information relating to (1) an identified or identifiable natural person, where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to their physical, physiological, mental, economic, cultural, or social identity; or (2) any data, data element, or information that is subject to breach notification, data security obligations, or other data protection laws governing the collection, use, processing, or disclosure of personally identifiable information.
The Platform and any User Account you create with us are designed, developed, hosted, operated, supported, maintained, and otherwise offered by us in the United States. If you use your User Account or otherwise access and use the Platform from the European Union, Asia, or any other region of the world with laws or other requirements governing the collection, use, storage, processing, or disclosure of Personal Data that differ from applicable laws in the United States, then through your continued access to and use of the Platform, you are transferring any applicable Personal Data to the United States, and you expressly consent to have your Personal Data transferred to and stored and/or processed in the United States.
23. Use of customer data
Through your use and configuration of xet repositories, you control the types and amounts of data that are submitted by you for processing by the Platform (collectively, “Customer Data”). By submitting Customer Data to us, you hereby grants us, during the term of this Agreement, on behalf of you and, if applicable, any entity that you represent, permission to access, collect, store, reproduce, modify, process, and otherwise use that Customer Data in order to perform our obligations to you pursuant to this Agreement; provide the Platform to you as directed; and host, operate, support, benchmark, improve, and maintain the Platform, including granting to us, to the extent applicable, a non-exclusive, worldwide, royalty-free, and fully-paid license to do the foregoing under any applicable intellectual property rights therein or related thereto. Further, by submitting Customer Data to us, you expressly instruct us to do the foregoing.
You are, and will continue to be, the sole and exclusive owner of all Customer Data, including any intellectual property rights therein or related thereto. Nothing in this Agreement will be construed or interpreted as granting to us any rights of ownership or any other proprietary rights in or to Customer Data.
You will obtain all necessary consents, authorizations, and rights and provide all necessary notifications in order to provide Customer Data to us and for us to use Customer Data in the performance of our obligations in accordance with the terms and conditions of this Agreement, including any access or transmission to third parties with whom we share or permit access to Customer Data.
You will have access to, and have the right to review and retain, the Customer Data, if any, stored by the Platform. At no time will any computer or electronic records containing Customer Data be stored or held in a form or manner not accessible to you through your use of the Platform. You will be entitled to delete, or have us delete, Customer Data as specified by you. Further, at any time during the term of this Agreement, you may export Customer Data from your User Account in those formats that we support. Otherwise, we retain Customer Data in accordance the terms of this Agreement and with any separate data-retention policies applicable to the Platform.
We will, consistent with the standard practices in our industry, implement and maintain physical, administrative, and technical safeguards and other security measures to maintain the security and confidentiality of Customer Data and protect Customer Data from known or reasonably anticipated threats or hazards to its security, availability, and integrity, including accidental loss, unauthorized use, access, alteration, or disclosure.
As part of operating, hosting, supporting, improving, and maintaining the Platform, we may collect system data regarding configuration, environment, usage, performance, vulnerabilities, and security of the Platform or an element thereof (collectively, “System Data”). System Data may be used by us to calculate the fees charged for access to and use of the Platform; analyze patterns or trends; generate logs, statistics, and reports regarding performance, availability, integrity, and security of the Platform and any of its elements; and otherwise host, operate, support, benchmark, improve, and maintain the Platform. Nothing in this Agreement will restrict our use of System Data, or data derived from System Data, that does not identify or permit, alone or in conjunction with other data, identification, association, or correlation of or with you, your customers, your suppliers, or other persons interacting with you or a device or browser used to access or use the Platform, or an element of the Platform, as originating from you or persons interacting with you. And, for the avoidance of doubt, nothing in this Agreement will restrict our use of any data, records, files, content, or other information related to any third party that is accessed, collected, received, stored, maintained, or processed by us independently of this Agreement.
24. Prohibited data and high-risk activities
As mentioned in Section 23 above, you control the types and amounts of data that are submitted for processing by the Platform. Notwithstanding anything to the contrary set forth in this Agreement, you agree that you will not submit Prohibited Data to us. “Prohibited Data” means: (1) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (2) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (3) credit, debit, or other payment card data or financial account information, including bank account numbers; (4) authentication credentials granting access to an online account (e.g., username plus password), other than entering your authentication credentials in the course of accessing your User Account; (5) social security numbers, driver’s license numbers, or other government identification numbers; (6) other information subject to regulation or protection under specific laws, such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); or (7) any data similar to the above protected under foreign or domestic laws
You will not use the Platform or any of its features, functions, or other elements in connection with or in any high-risk, hazardous environments requiring fail-safe performance or any activities where their use or failure could lead to death, personal injury, or environmental damage, including life-support systems, emergency services, nuclear facilities, autonomous vehicles, aircraft navigation or control systems, weapons systems, or air traffic control systems (collectively, “High-Risk Activities”).
You acknowledge that the Platform, expressly including the Site, Software, and Documentation, are not designed or developed for High-Risk Activities and are not intended to meet any legal obligations associated with High-Risk Activities or Prohibited Data, including HIPAA requirements, and that we are not a Business Associate as defined under HIPAA. Therefore, notwithstanding anything else in this Agreement, we will have no liability to you for Prohibited Data submitted to or processed by us or any use of the Platform in connection with or in High-Risk Activities.
25. Term and termination
The term of this Agreement commences upon your acceptance of this Agreement, as evidenced by your registering a User Account or otherwise purchasing, accessing, or using the Platform, including your decision to authenticate your access to your User Account with XetData using your user account with a Third-Party Repository.
You may terminate this Agreement at any time by logging into the User Account you created with us (and, if applicable, into each associated User Account) and electing to cancel your User Account or by sending an email to us at contact@xethub.com. For the avoidance of doubt, canceling a User Account does not relieve you of the obligation to pay any remaining payments owed in connection with that User Account or otherwise accrued prior to the effective date of such cancellation, and, except as otherwise expressly set forth in this Agreement, all fees paid by you to us pursuant to this Agreement are non-refundable.
We may terminate this Agreement by canceling or suspending your User Account in the event that you breach any of the terms, conditions, limitations, restrictions, representations, or warranties set forth in this Agreement or in the event that you no longer meet the eligibility requirements set forth in Section 3 above. We may also terminate this Agreement at any time for any reason or no reason, with or without prior notice, by refunding any pre-paid fees paid by you for access to and use of the Platform that are not attributable to the products and services that we provided to you prior to the effective date of such cancellation.
Following termination of this Agreement for any reason, within 30 days thereafter, we may delete any User Account that you created with us and any Customer Data or other information associated with that User Account, including Your Content, with or without advance notice. If we cancel or suspend your User Account for any reason, you are prohibited from registering and creating a new User Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of an entity. In addition to canceling or suspending your User Account and/or terminating this Agreement, we reserve the right to take appropriate legal action, including, without limitation, pursuing civil and criminal remedies and seeking injunctive relief.
26. Disclaimers
To the maximum extent permitted by applicable law, your User Account and the Platform, including the Site; the Software; the Documentation; the other information, data, and materials provided to you and others as part of the Platform; and any related products or services are provided to you strictly on an “as-is” and “as-available” basis without warranty of any kind, express, implied, or statutory. To the maximum extent permitted by applicable law, we make no warranties of any kind to you regarding your User Account or the Platform, including the Site; the Software; the Documentation; the other information, data, and materials provided to you and others as part of the Platform; or any related products or services. We specifically disclaim all implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, you specifically acknowledge that we and our licensors make no warranty that your User Account or the Platform, including the Site; the Software; the Documentation; the other information, data, and materials provided to you and others as part of the Platform; and any related products or services will meet your requirements or be error-free or without interruption; that all non-conformities will be corrected; that the Platform will be free of vulnerability to intrusion or attack; or that your specific requirements will be satisfied. You acknowledge we do not control the transfer of information or data over communications facilities, including the Internet, and that the Platform and your access to and use of your User Account may be subject to limitations, delays, and other problems inherent in the use of such communications.
27. Indemnification
You hereby acknowledge and agree that you are obligated to indemnify, defend, and hold harmless XetData and its officers, employees, directors, subsidiaries, agents, and licensors (the “Indemnified Parties”) from and against any damages, losses, liabilities, and expenses or costs (including reasonable attorneys’ fees) arising from any claim, action, lawsuit, investigation, or other proceeding brought by a third party (each, a “Third-Party Claim”) related to (1) your use of the Platform; (2) our use of Your Content and our processing of your Customer Data in accordance with this Agreement, including allegations that any such use of Your Content or processing of the Customer Data violates, misappropriates, or infringes any rights of another (including intellectual property rights or privacy rights); or (3) our possession or use of any information, data, or materials provided to us by you. We agree to promptly notify you of any Third-Party Claim, and you will cooperate with the Indemnified Parties in defending such Third-Party Claim. You will not settle any Third-Party Claim without our prior written consent, if such settlement might include an admission of fault or wrongdoing on the part of any Indemnified Party or impose any liability on any Indemnified Party.
28. Limitations of liability
Except in the event of a breach of XetData’s non-disclosure obligations set forth in this Agreement, neither XetData nor its officers, employees, directors, subsidiaries, agents, and licensors are responsible or liable for any indirect, incidental, special, consequential, exemplary, punitive, or other damages whatsoever (including, but not limited to, damages for lost profits, goodwill, use, data, or other intangible losses) arising out of or related to your access to and use of your User Account or the Platform, including the Site; the Software; the Documentation; the other information, data, and materials provided to you and others as part of the Platform; and any related products or services, whether based on contract, tort, warranty, statute, or otherwise. To the maximum extent permitted by applicable law and except in the event of XetData’s gross negligence or intentional misconduct, the maximum liability of XetData to you with respect to your access to and use of your User Account and the Platform, including a material breach of this Agreement by XetData, is the greater of $100 US Dollars or the amount of the fees, if any, that you have paid to XetData for access to and use of your User Account in the period preceding the event, or events, giving rise to your claim.
29. Copyright infringements
We respect the intellectual property rights of others. If you believe that any content or other materials provided via the Platform to anyone infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that, pursuant to U.S. federal law, you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that materials provided via the Platform infringe your copyright, you should consider first contacting an attorney.
30. Mitigation in the event of infringement and exceptions
In response to any actual or potential claim that the Platform, or an element thereof, infringes the intellectual or other proprietary rights of a third party, if required by settlement or injunction, or as we determine necessary to avoid material liability, at our option, we may: (1) procure rights for you to continue to access and use the Platform; (2) replace or modify the alleged infringing portion of the Platform (while ensuring that the Platform continues to have substantially similar features and functionality); or (3) terminate your access to and use of the Platform and refund any pre-paid fees paid by you for access to and use of the Platform that are not attributable to the products and services that we provided to you prior to the effective date of such termination. Any obligations that we may have pursuant to this Section 30 do not apply: (1) to infringement resulting from your modification of any element of the Platform or use of the Platform in combination with items not provided by us; (2) to infringement resulting from Software or Documentation other than the most recent release(s); (3) to unauthorized use of the Platform or if you are in breach of this Agreement; (4) if the total aggregate fees paid to us for your access to and use of the Platform is less than $1,000 USD in the 12-month period immediately preceding the underlying infringement claim(s); (5) to infringement that would not have arisen but for our compliance with designs, plans, specifications, guidance, or instructions provided to us by you; (6) if you settle or make any admissions about a claim without our prior written consent; or (7) to any claim of infringement arising from or related to your indemnification obligations, as set forth in Section 27 above. This Section 30 sets forth your sole and exclusive remedy and our entire liability to you regarding infringement of third-party intellectual property rights.
31. Links to third-party websites
Your User Account and/or the Platform may contain links to third-party sites for your convenience. We are not responsible for the content of such third-party sites and do not make any representations or warranties regarding such sites or their content. Use of or reliance on such third-party sites is at your sole risk.
32. Publicity
You acknowledge and agree that we may use your name, trademark, logo, and/or mutually agreeable testimonial in our marketing and promotional materials, including on the Site, in order to reference the products and services that we are providing, have provided, or will continue to provide to you as a User.
33. Dispute resolution; mandatory binding arbitration
Please read this Section 33 carefully, because it requires you to waive the right to a jury trial; requires you to arbitrate certain disputes, controversies, and claims with XetData; and limits the manner in which you can seek relief from XetData. As set forth in this Section 33, no class or representative actions or arbitrations are allowed.
To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement, including any Supplemental Terms (each a “Dispute” and collectively, the “Disputes”), brought by either you or XetData (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration before a single arbitrator. You understand that without this provision, you would have the right to sue in court and, in certain cases, have a jury trial. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (collectively, the “Rules”) and in accordance with the Expedited Arbitration Procedures in the Rules, both of which are available on the JAMS website at www.jamsadr.com/adr-rules-procedures/ (or a successor site). Your arbitration fees shall be governed by the Rules and, where appropriate, limited by the Rules. If such fees expressly are determined by the arbitrator to be excessive, we will pay all arbitration fees. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the Rules or applicable law, the arbitration will take place in King County, Washington, U.S.A. Judgment on the award may be entered in any court having jurisdiction. This Section 33 shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state or federal courts of the State of Washington and the United States of America sitting in or having jurisdiction in King County, Washington, U.S.A., and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from this Agreement.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other proceeding; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) Disputes specifically seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (2) Disputes specifically related to, or arising from, allegations of fraud, theft, or piracy; and (3) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction and listed in Section 34 below, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties hereby agree that this Agreement affects interstate commerce and that the enforceability of this Section 33 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action or proceeding, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s or entity’s claims, preside over any type of class or representative action or proceeding, or preside over any action or proceeding involving more than one individual or entity.
The arbitrator and the Parties will maintain the confidentiality of any proceedings, including, but not limited to, any and all information gathered, prepared, and presented for purposes of the arbitration or related to the Dispute. The arbitrator will have the authority to make appropriate rulings to safeguard that confidentiality, unless the law provides to the contrary.
In no event shall any Dispute be commenced more than one year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction and listed in Section 34 below, and the Parties agree to submit to the personal jurisdiction of that court.
You may opt-out of the waiver of the right to have certain Disputes resolved in a class action and the waiver of the right to a jury trial described in this Section 33 by emailing us at contact@xethub.com within 30 days after entering into this Agreement in the manner described herein. You must include your name, phone number, physical address, and email address in your opt-out notice. This is your only mechanism for opting out of the terms, conditions, limitations, restrictions, and waivers set forth in this Section 33, and failure to do so as described herein constitutes your consent hereto, including such waivers. If you choose to opt out, please note that all other provisions in this Agreement will remain intact and in full force and effect.
34. Governing law
This Agreement and your access to and use of the Platform and any User Account you create with us is governed by the laws of the State of Washington, without regard to its conflict of laws principles. Any dispute between you and XetData that is not subject to arbitration will be resolved in the state or federal courts of the State of Washington and the United States of America sitting in or having jurisdiction in King County, Washington, U.S.A.
35. Notices
Notices from you to us or us to you shall be in writing and may be sent via email or via your User Account. In any event, you can notify us or send questions, complaints, or claims related to the Platform to us by contacting us using the contact information set forth below. Notices from us to you will be sent to the email address or mailing address provided by you as part of your User Account.
36. Miscellaneous
This Agreement and any Supplemental Terms related to your access to and use of the Platform and any User Account you create with us that are incorporated into this Agreement constitute the entire agreement and understanding between you and us concerning your User Account and the Platform, including the Site; the Software; the Documentation; the other information, data, and materials provided to you and others as part of the Platform; and any related products or services. Except as otherwise expressly set forth herein, no shrink-wrap, click-to-accept, or other terms or conditions outside this Agreement (“Additional Terms”) will be binding on XetData, even if use thereof requires an affirmative acceptance of such Additional Terms before access or use is permitted. Additional Terms will have no force or effect and will be deemed rejected by us in their entirety. For the avoidance of doubt, the Supplemental Terms defined in Section 5 above are not Additional Terms, as that term is used in this Agreement. You acknowledge that Third-Party Repositories are not a party to this Agreement and none of them will have any liability or obligations to you or us under this Agreement. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is adjudged to be invalid, void, or unenforceable, you and XetData hereby agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of you and XetData, and that this Agreement shall in any event otherwise remain valid and enforceable. In no event will you or XetData be deemed in default hereunder based on delay in, or failure of, performance (other than the payment of money) if caused by floods, fires, storms, or other acts of God, by war or acts of public enemy, including terrorism, or civil disturbance, strikes, lockouts, shortage of labor, labor disputes or labor trouble, problems in obtaining raw materials or production facilities, power failure, equipment failure, transportation shortages or failures, actions of any governmental or other authority (including in response to any epidemic or pandemic), or any other cause not within its reasonable control if such cause could not have been avoided through the exercise of reasonable care. This Agreement is for the benefit of, and shall be binding upon XetData and you. No third party shall be considered a third-party beneficiary hereunder, including any Third-Party Repository. We may assign any or all of our rights and obligations under this Agreement to others at any time. You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. You and XetData are independent contractors with respect to this Agreement, your User Account, and the Platform. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of this Agreement. You agree that this Agreement will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of written or electronic signatures by the parties hereto to execute this Agreement.
37. Contact us
In order to resolve a complaint regarding access to or use of the Platform or any User Account you create with us or to receive further information from us about the Platform, please contact us at:
XetData, Inc.
999 3rd Ave, 34th Floor
Seattle, Washington 98104
Email: contact@xethub.com
