Terms and Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. These Terms (the “Terms”) govern your use of the Xpree, Inc. Web site (the “Site”) provided by Xpree, Inc. (“Xpree,” “we” or “us”). By using this Site, you (“You”) and other users of the Site (collectively, “Users”) agree to these Terms. If You do not agree to these Terms, You may not access or use the Site. We may modify the Terms from time to time without notice to You. You should check these Terms periodically for modifications. The most current version of the Terms is available at: www.xpree.com/terms By using the Site following any modifications to the Terms, You agree to be bound by such modifications.

Use of the Site

The Site is owned and operated by Xpree, Inc. We provide you with access to and use of the Site subject to your compliance with the Terms. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except as specifically allowed in the Site, and except that you may download one copy of materials (specifically authorized for download) on a single computer for your personal, noncommercial home use only, provided that you keep intact all proprietary rights notices.

Rules and Limits on and Modifications to the Site

We reserve the right, for any reason, in our sole discretion and without notice to You, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, information, data, text, music, sound, photographs, graphics, video, messages or other materials ("Content"), features and/or hours of availability, and we will not be liable to You or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.

User Conduct

Certain areas of the Site allow registered Users to upload, post, email, distribute, publish or otherwise transmit Content. You, understand and expressly agree that Xpree assumes no responsibility or liability for any Content that You upload, post, email, distribute, publish or otherwise transmit and that You are solely and entirely responsible for any such Content. You agree to comply with all treaties, laws, rules and regulations applicable to your use of the Site. You agree that while using the Site You will not:

• upload, post, email, distribute, publish or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
• upload, post, email, distribute, publish or otherwise transmit through the Site any materials that are protected by copyright, or other proprietary or intellectual property right, or derivative works with respect thereto, except as specifically permitted herein or without first obtaining permission from us and the owner or such rights,
• harm minors in any way;
• impersonate any person or entity, including, but not limited to, a Xpree official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site;
• upload, post, email, distribute, publish or otherwise transmit any Content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• upload, post, email, distribute, publish or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• upload, post, email, distribute, publish or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
• upload, post, email, distribute, publish or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; “stalk” or otherwise harass another person;
• restrict or inhibit any other User from using and enjoying the Site, engage in conduct or encourage conduct that would constitute a criminal offense or give rise to civil liability;
• upload, post, email, distribute, publish or otherwise transmit any Content that contains advertising of any kind, or false or misleading indications of origin or statements of fact;
• upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Site for commercial purposes (other than as expressly permitted by the provider of such information or other material); engage in spoofing or flooding;
• harvest, collect or store information about the Users of this Site or the Content posted by others on this Site;
• upload, sell, post, publish, reproduce, transmit or distribute in any way any component of the Site itself or derivative works with respect thereto, as the Site is copyrighted as a collective work under U.S. copyright laws; or
• attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site.

 

 

You may not sell, lease or rent access to or use of the Site. We have no obligation to monitor the Site. You acknowledge and agree, however, that we do retain the right to monitor the Site and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Site properly, or to protect ourselves and/or our Users. We reserve the right to refuse to post or to remove any information or materials from any portion of the Site, in whole or in part, that, we determine in our sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms. By posting Content or using any communications service, message/bulletin board, chat room software library, or other interactive service that may be available to You on or through this Site, You warrant and represent that (1) You are the sole owner of such Content or have been granted all rights necessary to post such Content by the owner, and (2) that You have the right to post such Content. You understand that the technical processing and transmission of the Site, including without limitation Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Xpree assumes no responsibility for the transmission, deletion or failure to store postings or other information submitted by You or other Users to Xpree. Any or all postings on the Site may be purged periodically in Xpree’s sole discretion. You acknowledge and agree that Content You view or post is at your own discretion and risk, including any reliance on the accuracy, completeness or usefulness of such Content. You acknowledge that You will not rely in any way on any Content created by, submitted to or obtained from Xpree. You further acknowledge and agree that the views expressed by You and other Users of the Site do not necessarily reflect the views of Xpree, and Xpree does not support or endorse any Content or other information posted by You or any User. We assume no liability for the Content posted by Users or for any damages arising therefrom.

Registration; Passwords and Security

In order to use certain parts of the Site, we require that You register. In registering, You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the applicable registration form(s) and (b) maintain and promptly update the information. If You provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to refuse any and all current or future use of the Site (or any part thereof) by You. During the registration process, You will designate a user name and password. You are responsible for maintaining the confidentiality of the user name and password, and are responsible for all activities that occur under your user name and password, whether or not authorized by You. We will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Privacy Policy; User Information

In the course of your use of the Site, You may be asked to provide certain information to us. Xpree’s use of any information You provide via the Site shall be governed by our Privacy Policy available at [http://www.Xpree.com/general/privacy.html]. We urge You to read our Privacy Policy. You acknowledge and agree that You are solely responsible for the accuracy and content of such information.

International Use

We control and operate the Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. You agree to comply with all local rules regarding online conduct and acceptable Content. Without limiting the generality of the foregoing, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.

Proprietary Rights

As between You and Xpree, (including our affiliates), Xpree is the owner and/or authorized User of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated. Except as otherwise provided herein, or as provided in a license agreement between You and Xpree (for any software or other licensable materials available on the Site), use of the Site does not grant You a license to any Content, features or materials You may access on the Site and You may not modify, rent, lease, loan, sell, distribute or create derivative works of such Content, features or materials, in whole or in part. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Content or screens for any purpose except as otherwise provided by Xpree. If You make use of the Site, other that as provided herein, in doing so You may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any User of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property by including them on the Site.

Service Publications

Except as expressly prohibited on the Site, you are permitted to view, copy and print informational pages available through the Site (i.e. the information available under the “General” heading on the Site – FAQs, Company, News, etc.) subject to your agreement that: Your use of the information is only for informational, evaluation, personal and noncommercial purposes only; You will not modify the information or graphics; You will not copy or distribute the graphics separate from their accompanying text and you will not quote materials out of their context; You will reproduce and display the appropriate copyright and trademark notices on all documents or portions of documents and retain any other copyright and other proprietary notices on every copy You make; and You agree that we may revoke this permission at any time and that in such event you will immediately cease your activities related to this permission upon notice from us. The permission above does not include permission to copy the design elements, look and feel or layout of the Site.

Software and Tools.

You acknowledge and agree that use of all software and tools downloaded or otherwise accessed from the Site (“Software”) are subject to the license agreements that appear when You access any Software from the Site. You may not download any Software without agreeing to the terms and conditions of the license agreements.

User’s Grant of Limited License.

By submitting or sending Content, information, feedback, suggestions or other material to Xpree You grant Xpree a fully paid, royalty-free, unrestricted, worldwide, perpetual, irrevocable, nonexclusive and fully sublicensable right and license to use, develop, market, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content, information, feedback, suggestions or other material (in whole or part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed. In operating this Site, Xpree may seek Content that originates with You and other Users. Notwithstanding the foregoing, Xpree does not solicit nor does it wish to receive any confidential, secret or proprietary information from You through the Site, Xpree’s mail and email addresses or in any other way. Any Content, information, feedback, suggestions or other material submitted or sent to Xpree will be deemed not to be confidential or secret. By submitting or sending Content, information, feedback, suggestions or other material to Xpree You represent and warrant that the material is original to You and that no other party has any rights to the material. You also agree and acknowledge that any ideas, concepts, methods, systems, designs, plans, techniques or other similar materials that You submit or otherwise communicate to the Site, may be used by us in any manner. You also warrant and agree that any "moral rights" in Content posted by You have been waived.

Xpree Marketplace

Your Use of the Site gives you access to an Xpree “Marketplace.” Your Use of such Marketplace imposes certain obligations on You to keep the information you find on the Site confidential (see Confidentiality provision below). Xpree will allow you to set up your own Marketplace hosted by Xpree for a period of sixty (60) days (“Trial Period”) at no charge, which will allow you to organize your own Marketplace for a maximum of 200 users during the Trial Period. At the conclusion of the Trial Period, Xpree will provide You the opportunity to obtain a “subscription” that will allow you to continue to offer or use your Marketplace, subject to the terms, conditions and fees under Xpree’s standard Marketplace Services Agreement, as may be modified from time to time.

Confidentiality.

You agree and acknowledge that any and all communications and/or information transmitted by You to the Site will not be treated as confidential or proprietary, subject to our Privacy Policy. Please read our Privacy Policy for more information. You also agree and acknowledge that any and all information on the Site shall be considered confidential and proprietary and You agree not to share the contents of the Site with any person who is not a member of the same Marketplace you are using.

Security.

You understand and acknowledge that no data transmission over the Internet can be guaranteed to be 100% secure and we cannot guarantee that any personal information You submit to us will be free from unauthorized third party intrusion. You understand and agree that all information You submit to Xpree or post to the Site is done so at your own risk.

Internet Access.

You acknowledge and agree that in connection with your use of the Site You must: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access, and (b) provide all equipment necessary for You to make such connection to the World Wide Web, including a computer, software, a modem and a working telephone line. Xpree shall not be responsible for any malfunctions, errors, crashes or other adverse events that may occur from your use of the Site.

Links from and to the Site.

You may be able to link to third party Web sites ("Linked Sites") from the Site. Linked Sites are not, however, reviewed, controlled or examined by Xpree in any way and Xpree is not responsible for the content, availability, advertising, products, information or use of User information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply Xpree’s endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall Xpree be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site's administrator or Webmaster. Xpree reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different Users.

Dealings with Affiliates

Your dealings with other entities promoted on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such other entity. You agree that Xpree shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the promotion of such other entities on the Site. Permission must be granted by us for any type of link to the Site. To seek our permission, You may write to Xpree. We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link, and to require termination of any such link to the Site, at our discretion at any time.

Failure to Comply With Terms and Termination.

Xpree, in its sole discretion, may terminate your access to and/or use of the Site for any reason without prior notice. You acknowledge and agree that Xpree may immediately deactivate or delete your user account and all related information and files in your user account and/or bar any further access to the Site. Xpree will not be liable to You or any third-party for any termination of your access to the Site. You acknowledge and agree that we may deny You access to all or part of the Site without prior notice if You engage in any conduct or activities that we, in our sole discretion, believe violate any of these Terms, violate the rights of Xpree or are otherwise inappropriate for continued access.

Indemnity.

You agree to defend, indemnify and hold Xpree, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, in any way arising from or related to your use of the Site, your violation of the Terms or the posting or transmission of any Content, message, information, software or other materials on or through the Site by You, including, but not limited to, any breach of confidentiality claims or third party claims that the Content (or any part thereof) You uploaded or posted infringes any copyright, trademark, trade name or patent right of a third party, defames or invades any right of publicity or privacy, or otherwise infringes any other proprietary right.

DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND AGREE THAT: THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION, MATERIALS AND SERVICES IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Xpree DOES NOT WARRANT THAT THE SITE OR THE FUNCTION, CONTENT OR SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. Xpree MAKES NO WARRANTY THAT THE SITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. Xpree doES not endorse, warrant or guarantee any products or services offered OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES on OR THROUGH the Site. Xpree IS not a party to, and doES not monitor, any transaction between Users and third party providers of products or services WITHOUT THE DIRECT INVOLVEMENT OF Xpree.

LIMITATION OF LIABILITY

IN NO EVENT SHALL Xpree, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF Xpree OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF Xpree TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00.

Applicable Law/Jurisdiction.

You agree that the laws of the state of California, excluding its conflicts-of-law rules, shall govern these Terms. Please note that your use of the Site may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Xpree or relating in any way to your use of the Site resides in the state and federal courts of Santa Clara County, California, and You further agree and expressly consent to the exercise of personal jurisdiction in the state and federal courts of Santa Clara County, California, in connection with any such dispute and including any claim involving Xpree or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

Consent to Processing.

By providing any personal information to the Site, all Users, including without limitation Users in the European Union, fully understand and unambiguously consent to the collection and processing of such information in the United States. Any inquiries concerning these Terms should be directed to:legal@xpree.com

Notices

Notices to You may be made via either email or regular mail. The Site may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to You on the Site.

General Information

The Terms constitute the entire agreement between You and Xpree and govern your use of the Site, superceding any prior agreements between You and Xpree. You also may be subject to additional terms and conditions that are applicable to certain parts of the Site. The failure of Xpree to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You may not assign the Terms or any of your rights or obligations under the Terms without Xpree’s express written consent. The Terms inure to the benefit of Xpree’s successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect.