Terms of Use Agreement

The InXero web-site and online services (the "Services") are owned and operated by InXero, Inc. and are subject to the following Terms of Use (the "Terms"). By accessing or using the InXero services, website, applications and software provided through or in connection with the service, including through a mobile device ("Service"), you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement ("Agreement"), regardless of whether you are a registered user of our Service.

InXero™ provides users with access to an array of enterprise conversation and information management, vendors software and service database, vendor marketing content through dedicated channels, customer experience management, social networking, activity tracking, status updating, messaging and commenting, and online collaborative workspace services to manage and enhance internal and external business relationships (the "Service" and "Services").  You may connect to the Services using any Internet browser.  You are responsible for obtaining access to the Internet and the equipment necessary to use the Services.

We reserve the right to amend this Agreement upon notice to you at any time.  These modifications may include, without limitation, payment terms for the Services.  We shall notify you in this event. You will be provided the option to terminate your use of the Services if InXero modifies the Terms in a manner that substantially affects your rights in connection with use of the Services.  Your continued use of the Service after notice of any change to the Terms will be deemed to be your agreement to the amended Terms.

InXero provides a place for enterprise to manage their conversations and information among employees, customers and partners in real time.
InXero grants you permission to use the Service as set forth in this Agreement, provided that:

(i) you will not copy, distribute, or disclose any part of the Service in any medium;
(ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; and
(iii) you will otherwise comply with the terms and conditions of this Agreement. You will need to register with InXero and create a "Member" account. Your account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.

You may never use another Member's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify InXero immediately of any breach of security or unauthorized use of your account. Although InXero will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of InXero or others due to such unauthorized use. You may use your Account Settings to control your Member Profile. By providing InXero your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. You may use your Notifications Settings to opt out of many Service-related communications. We may also use your email address to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by changing the preferences in your Notifications Settings. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Service in a manner that sends more request messages to the InXero servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages.
InXero may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in InXero's sole determination, you violate any of the Agreement, including the following prohibited actions:

(i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
(ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
(iii) uploading invalid data, viruses, worms, or other software agents through the Service;
(iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
(v) interfering with the proper working of the Service; or, (vi) bypassing the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with a non-Network email address. Upon termination for any reason, you continue to be bound by this Agreement.

InXero reserves the right to offer alternative and/or additional Services to certain administrative users that may not be offered to general Users. You acknowledge that InXero may charge a fee for the use of any Services, provided that InXero notifies you of any such fee before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you.

Some areas of the Service may allow Users to post feedback, comments, questions, data, and other information ("User Content"). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, "post") on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. InXero will not review, share, distribute, or reference any such User Content except as provided herein or in our Privacy Policy or as may be required by law. Absent a Network Administrator (as defined below), all such User Content is owned by the User who posted it to the Service. If a Network has a Network Administrator, all such User Content is the property of the company to which the Network belongs (including all User Content posted to a specific Group or Groups within a Network). In either case, InXero does not have, nor does it claim, any ownership rights in any User Content.
You agree not to post User Content that:

(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
(ii) may create a risk of any other loss or damage to any person or property;
(iii) may constitute or contribute to a crime or tort;
(iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable;
(v) contains any information or content that is illegal;
(vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
(vii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization.

For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
InXero takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. InXero is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that InXero shall not be liable for any damages you allege to incur as a result of such User Content.
You are solely responsible for your interactions with other InXero Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Company Network Administration

Each Network may have one or more individuals who are responsible for overseeing the use of, and monitoring the content posted to, such Network (the "Network Administrator"). Networks may exist on the Service absent a Network Administrator; in such case Users are responsible for conducting themselves in accordance with this Agreement.

From time to time, Users may be asked to confirm their account on the Network via an email message containing a hyperlink to the User's Network email address. If such account is not reconfirmed, the account is removed. Once a User is removed from a Network, the content of that User remains on the Network and is the sole property of the company which administers that Network.

Users should follow their particular company's policies, guidelines, and procedures concerning the Content they post to the Service. Users may delete their own User Content from the Network, so long as they are a Member of that Network. Network Administrators may delete the User Content of one or more Users in their Network.

A Network Administrator has access to certain tools. Such tools are available for a monthly license fee based on the number of users in that Network per month.

If there is one Network Administrator for a Network, such person will be responsible for payment of any fees due for such Network. If there is more than one Network Administrator for a Network, the initial Network Administrator will be the billing party of record (the "Customer") unless otherwise changed.

There may be one trial period per Network to utilize the Administrative tools for free. After the conclusion of the trial period, fees for such tools are charged monthly thereafter and are recurring. The fees are as indicated when signing up for the trial period. We reserve the right to change the monthly fees upon 30 days written notice to the Network Administrator.

The Customer agrees to pay for all products ordered through the InXero web site using the payment method indicated, and provides InXero express authorization to charge said fees to the Customer's payment provider at time of purchase. Fees owed depend on the quantity of Network Users per month. Payment of fees shall not be contingent on any events other than the quantity of Network Users per month, unless otherwise agreed in writing by both parties. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, InXero may immediately cease to provide any and all services to the customer. The fees paid for monthly Network usage are non-refundable, regardless of whether the Claimed Network is terminated prior to the end of the then-current monthly billing period.

Charges will automatically renew using the Customer's current credit card account number unless Customer cancels their Network Administration by email to support@inxero.com three (3) days prior to the renewal date to cancel such subscription. All cancellation requests will be processed within five (5) business days. Once the cancellation is processed, a confirmation email will be sent via the customer's email account on record with InXero. If Customer has a question about a cancellation, Customer should contact InXero at support@inxero.com The Company reserves the right to change its fees or billing methods at any time. The Company will provide timely notice to the affected Customers of any such changes.

It is the Customer's responsibility to promptly provide the Company with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Account updates should be made online via the "My Account" tab within the "Administrator" section, once Customer has logged into www.inxero.com.

The Customer must notify InXero about any billing problems or discrepancies within 90 days after charges first appear on their Account statement. If it is not brought to InXero's attention within 90 days, Customer agrees to waive their right to dispute such problems or discrepancies.

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to use the Service. InXero reserves all rights not expressly granted herein in the Service and the InXero Content (as defined below). InXero may terminate this license at any time for any reason or no reason.

Except for your User Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the "InXero Content"), and all Intellectual Property Rights related thereto, are the exclusive property of InXero and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the InXero Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place InXero under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, InXero does not waive any rights to use similar or related ideas previously known to InXero, or developed by its employees, or obtained from sources other than you.

This Service is intended solely for Users who are thirteen (18) years of age or older, and any registration, use or access to the Service by anyone under 18 is unauthorized, unlicensed, and in violation of this Agreement. InXero may terminate your account, delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18. If you are under 18 years of age you may use the Service only if you either are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

We care about the privacy of our Users. Our Privacy Policy can be viewed here. By using the Service, you are consenting to have your personal data transferred to and processed in the United States.

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.

You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:

• You are at least 18 years of age, or if you are under 18 years of age you are either an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
• You have the written consent of each and every identifiable natural person in your Network to use such person's name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
• Your User Content and InXero's use thereof as contemplated by this Agreement and the Service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.

InXero may contain links to third-party websites, advertisers, or services that are not owned or controlled by InXero. InXero has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. If you access a third party website from InXero, you do so at your own risk, and you understand that this Agreement and InXero's Privacy Policy do not apply to your use of such sites. You expressly relieve InXero from any and all liability arising from your use of any third-party website or services or third party owned content. Additionally, your dealings with or participation in promotions of advertisers found on InXero, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that InXero shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

We encourage you to be aware of when you leave the Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

You agree to indemnify and hold harmless InXero, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violation of any provisions of the Terms, or in connection with any other claim related to your use of the Services.

YOU EXPRESSLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK AND LIABILITY. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. INXERO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. INXERO MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY MATERIALS DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM INXERO, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT OTHERWISE EXPRESSLY STATED IN THESE TERMS. 

YOU AGREE THAT INXERO SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF INXERO HAS BEEN ADVISED OF THE POSSIBILITY OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH INXERO RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICES. IN NO EVENT SHALL INXERO'S LIABILITY TO YOU, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES ACTUALLY PAID BY YOU TO INXERO FOR SUCH SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. YOU AGREE THAT THE FOREGOING IS AN AGREED ALLOCATION OF RISK AND IS A REFLECTION OF THE RIGHTS AND OBLIGATIONS AGREED UPON BY YOU AND INXERO IN THESE TERMS. 

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by InXero without restriction.

This Agreement shall be governed and construed by the laws of the State of Texas.

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.  The decision of the arbitrator shall be final and may not be appealed. The arbitration shall be conducted in Austin, Texas and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, InXero may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.