XeeSM Terms Of Service

The terms of services for the XeeSM product, created by Xeequa, are made between user and Xeequa Corp.
Please review our additional beta terms

Xeequa Corp. Terms of Service

1 SERVICES

1.1 Xeequa permits Users to access and use the Xeequa applications, content, tools and services available as part of the Standard Application Services and the Additional Services (if any) ordered by Subscriber on the Xeequa website.

1.2 Xeequa permit the right to self service and maintain each users content and content of the company the user is employed with and has respective authority to add, edit or delete such content from employer.

1.3 Xeequa reserves the right, at its discretion, to modify the functionality of the Services at any time.

2 LICENSE OPTIONS
Xeequa may provide free licenses, free beta versions or licenses a user has to pay for. Xeequa reserves the right to restrict functionality only for paid subscriptions.

3 LIMITED LICENSE

3.1 Xeequa grants to Subscriber a non-transferable, non-exclusive license to permit Users to access and use the Services solely in accordance with this Agreement. As part of the Services, Users shall have access to information, communication, images, artwork, text, video, sounds, and other material and services posted onto the Services by Xeequa or any other third party designated for use by Users (collectively, "Xeequa Content"). Neither Subscriber nor Users shall reproduce, modify, publish, transfer or sell or otherwise distribute any content, which was not contributed by User, from the Xeequa Application without written permission from Xeequa. Content contributed and owned by User remains freely accessible and can be used in any way or shape by User. Xeequa reserves the right to use and publish aggregated data (Meta Data) as long as there are no personal data associated with for industry benchmark reports and other reporting purposes. Title to and ownership of the Services shall be and at all times remain in Xeequa. The Xeequa Content is owned by Xeequa and/or it’s content contributors and is protected by United States and foreign intellectual property laws. Unauthorized use of the Xeequa Content may violate copyright, trademark and other laws.

3.2 Xeequa grants to Subscriber a non-exclusive, non-transferable license to permit Users to access and use the software on the Xeequa web site. Subscriber agrees that Users shall only use the Software from a server controlled by Xeequa and only in connection with Users' use of the Services. This license does not confer upon Subscriber or Users any right to copy the Software or to use it on computers other than a server controlled by Xeequa. Neither Subscriber nor Users may sublicense, reverse engineer, decompile, disassemble, modify, adapt, translate, create derivative works of, copy, distribute, or transfer the Software. Subscriber acknowledges that the Software is intended for access and use by means of web browsing software, and that Xeequa does not commit to support any particular browsing platform. If any of the Software is accompanied by an end user license agreement, then use of such Software shall be governed by the terms of that license agreement.

3.3 Subscriber agrees that Xeequa may use Subscriber's name and logo to identify Subscriber as a customer of Xeequa on the Xeequa website and in promotional and corporate materials. Additionally, Subscriber agrees that Xeequa may issue a press release identifying the Subscriber as a customer and explaining the Subscriber's intended use of Xeequa and the benefits they expect to receive.

3.4 In the event that Subscriber wishes to resell licenses or participate in any revenue share program, Subscriber needs to engage in Xeequa’s PARTNER PROGRAMS.

4 CONTENT

4.1 Subscriber is responsible for Users' use of the Services. Subscriber agrees that Users shall not: communicate or upload material that is copyrighted, unless Subscriber is the copyright owner or has the permission of the copyright owner to communicate or upload it; communicate or upload material that reveals trade secrets, unless Subscriber owns them or has the permission of the owner; communicate or upload material that infringes any intellectual property rights of others or their privacy or publicity rights; communicate or upload material that is obscene, defamatory, threatening, harassing, abusive, or hateful to another User or any other person or entity; communicate or upload a sexually-explicit image or statement; communicate or upload advertisements or solicitations for business without Xeequa's prior approval; communicate or upload chain letters, pyramid schemes, or similar content; or impersonate another person.

4.2 Subscriber warrants and represents to Xeequa that all information, communication, software, images, artwork, photos, text, video, sounds and other material transmitted or uploaded by Users to the Services or to Xeequa are solely owned by Subscriber or are provided with the express authority of the applicable owner(s) and do not infringe upon any third party's rights (including, without limitation, intellectual property rights), or contain any material or information that is obscene, defamatory, libelous, slanderous, that violates any personal right of publicity or privacy, or that will otherwise result in any tort, injury, damage or harm to any person.

4.3 Subscriber shall retain all right, title and interest in all information, data and other materials uploaded by Users to any non-public areas of the Services.

5 LIMITATIONS ON USE

Subscriber agrees that neither it nor Users shall (i) rent, sell, lease or otherwise transfer the Services, (ii) use the Services in a manner that violates applicable law, (iii) violate or attempt to violate the security of the Services or use the Services to violate the security of other web sites by any method, including, without limitation, (a) accessing data not intended for Subscriber or Users or logging into a server or account which Users are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any member or user of the Services, including, without limitation, by submitting a virus to the Services, overloading, "spamming," attempting "denial of service" attacks, or "crashing," (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any Xeequa packet header or any part of the header information in any e-mail or newsgroup posting. Subscriber shall be liable to Xeequa for any failure by Users to comply with the terms of this Agreement.

6 CONFIDENTIALITY

6.1 Subscriber and User agree that Subscriber and User are responsible for the confidentiality of their content in Xeequa. Xeequa agrees to not access or use any personal information or any business related information put up in Xeequa other than to aggregate meta data.

6.2 This agreement does not regulate any confidentiality aspects between Subscriber and Xeequa. Xeequa and Subscriber agree that any requirements of confidentiality need to be governed by a separate agreement.

7 DISCLAIMERS AND LIMITATIONS

7.1 XEEQUA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO THE SUITABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE XEEQUA CONTENT, THE SOFTWARE OR THE SERVICES. XEEQUA DOES NOT WARRANT THAT THE XEEQUA CONTENT, THE SOFTWARE OR THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING WITHOUT LIMITATIONS STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE XEEQUA CONTENT, THE SOFTWARE OR THE SERVICES, WHETHER MADE BY XEEQUA'S EMPLOYEES OR OTHERWISE THAT IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY XEEQUA FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF XEEQUA WHATSOEVER.

7.2 IN NO EVENT SHALL XEEQUA BE LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA OR ECONOMIC DAMAGE, REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER XEEQUA HAS BEEN ADVISED OR HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding any provision contained herein to the contrary, the maximum liability of Xeequa arising out of or in connection with this Agreement or any use of or inability to use the Services, whether such liability arises from any claim based upon contract, warranty, tort, or otherwise, shall in no event exceed the actual amount paid to Xeequa by the Subscriber hereunder during the three (3) months preceding the claim or $100, whichever is greater.

7.3 Subscriber may not institute any action in any form arising out of this Agreement more than twelve (12) months after the cause of action has arisen.

8 TERM & TERMINATION

8.1 This Agreement shall be effective as of the Effective Date and shall continue in full force and effect for a period equal to the period selected in the online order form based upon product type, unless extended or sooner terminated in accordance with the provisions of this Agreement.

8.2 The term of this Agreement shall automatically renew for additional periods equal to the period selected in the online order form based upon the product type ordered (each a "Renewal Term"), unless either party, by notice in writing given at least thirty (30) days prior to the expiration of the initial term of this Agreement or any Renewal Term, advises the other party of its desire for the Agreement not to so renew.

8.3 Either party may terminate this Agreement (i) in the event the other party commits a material breach of this Agreement and such failure continues for a period of fifteen (15) days following written notice of such failure; or (ii) immediately and without notice if the other party makes any assignments of assets or business for the benefit of creditors, or a trustee or receiver is appointed to conduct its business or affairs, or it is adjudged in any legal proceeding to be in either voluntary or involuntary bankruptcy.

8.4 Xeequa reserves the right to suspend Users' access to the Services or immediately terminate this Agreement in the event Subscriber or Users engage in activities that in Xeequa's reasonable judgment present a security risk to Xeequa, Xeequa's network or equipment, or our other subscribers or users.

8.5 Subscriber and User are responsible to save all data in a timely manner before the subscription ends. Xeequa reserves the right to delete all data and archives 30 days after termination of the agreement.

9 INDEMNITY

Subscriber shall defend, indemnify, and hold harmless Xeequa, Service Providers, and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from Subscriber's or any User's breach of the warranties or obligations under this Agreement. Xeequa shall notify Subscriber of any such claim, suit, or proceeding and shall cooperate with Subscriber in defending any such claim, suit or proceeding at Subscriber's expense.

10 MISCELLANEOUS

10.1 Xeequa and Subscriber are independent and nothing in this Agreement shall create or imply any agency relationship between the parties, nor shall the Agreement be deemed to constitute a joint venture or partnership between the parties. Neither party shall have authority to bind or otherwise obligate the other in any manner whatsoever.

10.2 Xeequa shall not be liable for its failure to perform hereunder due to contingencies beyond its reasonable control, including, but not limited to, strikes, riots, wars, fire, power failure, hardware failure, acts of God, or acts in compliance with any law or government regulation.

10.3 This Agreement is governed by the internal substantive laws of the state of Delaware, without respect to its conflict of laws principles. Jurisdiction of all claims relating to this Agreement shall lie exclusively with the state or federal courts in Delaware and both parties hereby consent to the exclusive personal jurisdiction of such courts if there is a dispute regarding this Agreement.

10.4 Subscriber may not assign or delegate any of its rights or obligations under this Agreement without the written consent of Xeequa. Xeequa may assign or delegate any of its rights or obligations under this Agreement without the written consent of Subscriber. Xeequa may subcontract any or all of its obligations under this Agreement. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and their permitted assigns.

10.5 Any notices required or permitted to be given under this Agreement shall be deemed sufficiently given if in writing, and if delivered by hand, by courier, by confirmed facsimile or sent by registered or certified mail, postage and fees prepaid. Notices to Subscriber shall be sent to the Administrative Contact set forth in the order and notices to Xeequa shall be sent to the address set forth above, to the attention of President, or at such other addresses as may be furnished in writing to the notifying party.

10.6 The waiver by one party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision by the other party.

10.7 In the event that any of the provisions of this Agreement or the application of any such provisions to the parties hereto with respect to their obligations hereunder are held by a court of competent jurisdiction to be unlawful or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and shall not be affected, impaired, or invalidated in any manner.

10.8 This Agreement available at www.Xeequa.com (as such Terms of Service may be amended from time to time), contains the entire and only understanding between the parties and supersedes all prior agreements, either written or oral, relating to the subject matter hereof. Modifications or waivers of this Agreement require a replacing agreement. This Agreement is considered “accepted / signed” by checking the respective check box online.