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TERMS OF USE

TERMS AND CONDITIONS

InXero, Inc. (“InXero”) facilitates the interaction of its business clients (“InXero Clients”) with their customers and potential customers who will interact with InXero Clients in one or more online marketing & sales efforts through an array of showcase and promotion products and services, events, webinar applications, enterprise conversation and information management, vendor software and service databases, vendor marketing content through dedicated channels, websites, mobile devices, customer experience management, social networking, activity tracking, status updating, messaging and commenting, and online collaborative workspace services provided by InXero and designed to manage and enhance internal and external business relationships. InXero maintains the InXero.com website (the “Site”) for the purpose of informing its InXero Clients, potential InXero Clients, and other interested parties about information provided on the Site (the “Site Content”), providing services (which include access to the Site) and showcasing and promoting applications that are available as a benefit of being an InXero Client. In addition, certain marketing activities in which our InXero Clients may engage may direct customers of InXero Clients to visit the Site.

This Site is directed at potential InXero Clients and the customers of InXero Clients (together, “Users”).

InXero Clients are such because they have registered as InXero Clients through a Master Subscription Agreement and, therefore, are subject to different and/or additional terms regarding their use of the services InXero provides, except to the extent that an InXero Client or its authorized user shall visit the Site other than in the capacity as an InXero Client. The information and services provided on this Site, including the use that Users may make of the Site in connection with such Users’ interaction with one or more InXero Clients, are collectively referred to as the “Services.” Please visit us frequently and browse our pages, subject to the conditions and terms of use set out below (collectively, the “TOU”).



Please read the following legal information carefully before using the Site. These terms and conditions may have changed since your last visit to the Site and we reserve the right to amend this TOU upon notice to you at any time.

By accessing or using any portion of this Site or the Services, including any applications and software provided through or in connection with the Site or Services, including through a mobile device, you indicate your acceptance of these terms and conditions. InXero’s acceptance is expressly conditioned upon your assent to all of these terms and conditions, to the exclusion of all other terms and conditions. If these terms and conditions are considered an offer by InXero, acceptance is expressly limited to these terms and conditions. If you do not accept the terms and conditions of this TOU, then do not use this Site.

The terms “you,” “your,” “yours” and “User” refer to you, the User of the Site. The terms “InXero” “we,” “us,” and “our” refer to InXero, Inc..

You agree that by using the Site or Services, including our mobile applications, premium services, or other information provided as part of the InXero Services, you are entering into a legally binding agreement with InXero, Inc. and agree to the terms and conditions of this TOU either for yourself or on behalf of another entity. As such, you represent that you are at least eighteen (18) years of age or are under the age of eighteen (18) but are registering with the consent of a parent or legal guardian. You also represent that you are not a person barred from receiving Services under the laws of the United States or other applicable jurisdiction. If you use this Site or register on behalf of an organization, you represent and warrant that you have the actual authority to bind such organization and its affiliates to the terms and conditions of this TOU. If you do not qualify with the above requirements, or if you do not have the requisite authority, or if you do not agree with these terms and conditions, you may not use the Services. By becoming a User, you acknowledge that you have read and understand the terms and conditions of this TOU and that you agree to be bound by all of its provisions. If you do not agree with this TOU, do not register for access to the Service or, if already registered, cease use of the Service and do not access, view, download or otherwise use the InXero Site or Services.

MODIFICATIONS TO THIS TOU

We reserve the right, in our sole discretion, to modify this TOU at any time and in any manner. Notice of any material modification of this TOU will be posted to the Site and communicated to Users via e-mail, message notification on the Site or other similar method. Your continued use of the Site or Services constitutes your binding acceptance of such modifications. Modifications will be effective from and after the date such modifications are posted to this TOU.

CHILDREN UNDER 18

This Site is not directed or otherwise promoted for use by children under the age of eighteen (18). You represent that you are at least eighteen (18) years of age.

CONDITIONS OF USE; REGISTRATION

Your use of the Site and Services and the collected data that you may submit from time to time are collectively referred to as your “account.” Regardless of whether InXero requires you to register before using this Site and the Services, the terms of this Section and of this TOU apply to your use of the Site. In all circumstances, you are prohibited from impersonating another person or providing false personal information in connection with your use of the Services.

As a condition to using the Services, you may, now or in the future, be required to register with InXero, select a password and screen name (“User ID”), and provide a valid email address provided by your employer. You shall provide InXero with accurate, complete, and updated registration information. Failure to provide accurate information shall constitute a breach of this TOU, which may result in immediate termination of your InXero account. You may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; (ii) use as a User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID a name that is otherwise offensive, vulgar or obscene. InXero reserves the right to refuse registration of, or cancel, any InXero account at its sole discretion.

You may not use anyone else’s User ID, password or account at any time. InXero cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify InXero immediately of any unauthorized use of your account or password, or any other breach of security. You will be responsible for losses incurred by InXero or any other User of the Service due to someone else using your InXero ID, password or account.

You, not InXero, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all your data, and InXero shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of this data. You shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and/or other harmful code.

By providing us with your email address, you agree to receive all required notices electronically to that email address. From time to time, InXero will use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.

PERSONAL USE ONLY

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

The Service is made available to you for your personal use, in compliance with all applicable laws, rules and regulations. If you want to make any other commercial use of the Service, including but not limited to selling or distributing the Service for payment, you must enter into a written agreement with InXero or obtain InXero’s written permission in advance. If you are asked to register you must provide complete and accurate identification, contact, and other information required as part of the registration process. InXero reserves the right, at its sole discretion, to refuse or discontinue participation to any User at any time.

Except as expressly provided in this TOU, no part of the Service, no part of the Site and no Site Content may be stored, copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed or linked to in any way (including “mirroring” and “framing”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without InXero’s express prior written consent.

The Services are offered on an “AS IS” basis and used by the User solely at his or her own risk. All User-specific information provided by any User in connection with Services shall be used to provide Services and features to the User and to maintain the associated websites.

LIMITATIONS AND USER CONDUCT

As a condition of your use of the Services, you warrant to InXero that you will not use the Services for any purpose that is unlawful or prohibited by this TOU. You may not use the Site or any device, software or mechanism in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to, use the Services for any purpose that is unlawful or prohibited hereby, or any other purpose not reasonably intended by InXero.

InXero does not allow any of the following content, or links to such content, to be published on the Site or through the Service:

  • content that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive in nature.
  • content of an illegal nature or pirated (including stolen copyrighted material).
  • content with the sole purpose of causing harm or inciting hate, or content that could be reasonably considered as slanderous or libelous.
  • content that would be considered a criminal offense, harms minors in any way, gives rise to civil liability or violates any law; or that is otherwise inappropriate.

You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Additionally, you may not use the Services in connection with affiliate programs, multi-level marketing schemes, sites/blogs, repurposing existing stories (source hops), or off-topic content.

You may not change, reorganize, modify, copy, reverse engineer, or create derivative works from the Service or any part thereof, in order to (a) build a competitive product or Service, (b) build a product using similar ideas, features, functions or graphics of the Service, (c) remove, change or replace any InXero trademarks, logos, copyrights or any other branding elements, (d) hide, obscure, disable or otherwise render inoperable any portion of the User interface including, but not limited to, the display of advertisements and promotions within the Service, or (e) copy any ideas, features, functions or graphics of the Service. In addition, you may not use any meta tags or any other “hidden text” using InXero’s name or other trademark or service mark, nor any InXero logo or other proprietary graphic or service mark as part of a link, without the express written consent of InXero.

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service, or in any way reproduce or circumvent the navigational structure or presentation of the Service to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Additionally, you may not take any action that imposes, or may impose (as judged by InXero at its sole discretion) an unreasonable or disproportionately large load on our infrastructure.

You may not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any InXero server, or to any of the services offered on or through the Service, by hacking, password “mining” or any other illegitimate means. You may not harvest or collect User’s names, User IDs, email addresses or any other User identifying information by electronic or other means for the purpose of sending unsolicited email or other communications. Unauthorized commercial advertisements, affiliate links, and other forms of solicitation may be removed from User profiles and/or community postings without notice and may result in termination of User privileges.

You may not upload, post, email, transmit or otherwise make available any User Content (as defined below) that infringes any intellectual property right including, without limitation, patent, trademark, trade secret, copyright or other proprietary rights of any party. Additionally, you agree not to upload, post, email, transmit or otherwise make available 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.

Any use of the Service or the Site Content other than as specifically authorized herein, without the prior written permission of InXero, is strictly prohibited and will result in the termination of the User’s account and right to access the Service. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this TOU shall be construed as conferring on any User any license to intellectual property rights arising out of or in connection with the Service, the Site Content or User Content, whether by estoppel, implication or otherwise. The rights granted by this TOU are revocable at any time without notice and with or without cause.

USER CONTENT

The Services as provided on the Site will vary widely from time to time and, in the case of Services provided to Users in connection with such Users’ interaction with an InXero Client, will be customized to such InXero Client’s particular business and media preferences. Consequently, the following discussion of content may be broader than the particular use you make of the Site and Services. Nevertheless, you understand and agree that all of the following terms always apply to your use of the Site and Services.

You are solely responsible for the photos, profiles (including your name, image, and likeness), messages, notes, text, information, music, video, listings, live video or audio streams or conversations, and any other content that you upload, publish or display (hereinafter, “post”) on or through the Service, or transmit to or share with other users (collectively the “User Content”). You may not post, transmit, or share User Content through the Service that you did not create or that you do not have permission to post. You understand and agree that InXero may, but is not obligated to, review the Service and any use thereof and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of InXero violates these Terms of Use, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store through the Services or provide to InXero.

You further agree that are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available 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. You hereby forever and irrevocably release and discharge InXero and its parent, subsidiaries, affiliates, partners, officers, employees, agents, licensees, designees, insurers, personal and legal representatives, successors and assigns from any and all liability, claims, demands, losses, damages, costs or expenses (including, without limitation, attorneys’ fees and costs) arising out of or in any way related to the sharing or posting of User Content.

When you post User Content through the Service, you authorize and direct us and the InXero Client associated with your use of the Service to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content through the Service. By posting User Content through the Service in any way, you automatically grant, and you represent and warrant that you have the right to grant, to both InXero and the InXero Client associated with your use of the Service, an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, whether commercial, advertising, or otherwise, on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Service at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that InXero may retain archived copies of your User Content. InXero does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms of Use, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content, subject to the terms of this TOU.

Please notify InXero immediately at customerservice@InXero.com (please put “User Content Issues” in the subject line of your email) of any User Content that you believe violates this TOU.

YOUR USE OF USER CONTENT POSTED BY OTHERS

You may not use, copy, reproduce, distribute, publish, display or perform, create derivative works of, transmit, sell, or in any way exploit any of the User Content posted by others in a manner that violates applicable laws or the copyright, trademark or other intellectual property rights, rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights or any other rights of any individual or legal entity.

REMOVAL OF USER CONTENT

If you would like us to remove any User Content from the Service for any reason, please notify us at customerservice@InXero.com (please put “User Content Issues” in the subject line of your email). While we do not have any obligation to remove User Content merely because of a removal request, InXero will review all such requests and will remove User Content that we determine should be removed, in our sole discretion and in accordance with our Privacy Policy and applicable law. If you are requesting removal of User Content due to a possible violation of your copyrights, please follow the procedure described in the “Copyright Complaints” paragraph below.

COMMUNICATIONS FROM INXERO AND AFFILIATED INXERO CLIENTS

By using the Service, Users agree to receive communications from InXero and/or InXero Clients in various forms including, without limitation, e-mails, postal mail, telephone, texts, Facebook or LinkedIn messages, Twitter Tweets, messages within other social media, and messages within the InXero message center. As part of the Service in connection with a User’s interaction with one or more InXero Clients, Users may receive various communications from InXero Clients. By using the Services in such way, the User is affirmatively electing to establish a relationship with each such InXero Client and receive communications from such InXero Client in such forms. If the User receives communications via the carrier service with which he or she has a mobile communications subscription or otherwise has access, User understand and agree he or she is responsible for paying any service fees associated with receipt of messages on such mobile devices (including applicable data and text messaging charges and tolls). Users acknowledge that InXero is not in control of, nor is it responsible for, the content of any communications which Users may receive from individual InXero Clients, nor is InXero in control of or responsible for the frequency with which InXero Clients deliver communications to Users.

TERMINATION

You acknowledge and agree that InXero may disable your access to the Service, in which case any files or other Site Content or User Content which you have submitted or posted. InXero reserves the right to suspend and/or terminate the account of any User that violates this TOU.

You may stop using the Service at any time and are under no obligation to inform InXero when you stop using the Service. If you have provided any contact information to InXero, the only way to stop receiving communications directly from InXero is to contact InXero at customerservice@InXero.com. However, as discussed above in “Communications From InXero And Affiliated InXero Clients”, stopping use of the InXero Site or Services will not stop the delivery of communications from InXero Clients that you have previously elected to receive communications from; once you establish a relationship with an InXero Client through the Service, any request to stop receiving communications from a particular InXero Client (or all InXero Clients) must be sent by you directly to such InXero Client(s).

As part of on-going innovation and development of the Service, we may change, suspend or discontinue the Services at any time, including the alteration, suspension or termination of any feature or features of the Site for maintenance, upgrades or other reasons. We may, at any time and in our sole discretion, impose limits and/or conditions on your use of the Site, and/or restrict your access to all or part of the Site, without notice or liability. We may remove any Site Content or User Content and suspend, restrict or terminate any account at any time for any reason, or for no reason at all.

OUR PROPRIETARY RIGHTS

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 TOU 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 TOU is strictly prohibited. As used in this TOU, the term “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.

TRADEMARKS, COPYRIGHTS & RESTRICTIONS

InXero does not claim ownership of the materials you submit to the Site and/or make available to InXero Clients, including, but not limited to, text, audio clips, data, emails, graphics, illustrations, images, messages, photographs or images, posts, software, text, User comments, User posts, and video clips you submit or make available for inclusion on the Service (collectively, “User Content,” which is included as part of “Site Content,” defined above).

The Site is the property of InXero and its licensors and is protected from unauthorized copying and dissemination by copyrights that are owned or licensed by InXero under copyright law, trademark law, international conventions and other intellectual property laws.

“InXero.com”, “InXero”, and other InXero graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, and/or trade dress of InXero under the applicable laws of the United States and other countries. All other logos or product names are trademarks or registered trademarks of their respective owners. InXero’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion.

You may not reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any Site Content from the InXero.com domain, its sub-domains, or any other website owned or operated by InXero without the prior written permission of InXero.

CONTENT, THIRD PARTY CONTENT, INTERACTIONS AND LINKS TO OTHER SITES

In many instances, the content available through this Site represents the opinions and judgments of the respective information provider, including InXero Clients providing Site Content through the Service, other Users posting User Content to one or more social features or platforms provided by InXero, or other parties not under contract with InXero. InXero neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on InXero by anyone other than authorized InXero employee spokespersons while acting in official capacities. Under no circumstances will InXero be liable for any loss or damage caused by a User’s reliance on information obtained through InXero. Users expressly acknowledge and agree that Site Content broadcasted or distributed by InXero Clients participating in the Services is within the scope of the foregoing disclaimer. It is the responsibility of User to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice or other Site Content available through the Service.

The Site may contain links to other Web Sites (“Linked Sites”) and third party content, including various social media sites, including Facebook, LinkedIn, Google+, Twitter, and YouTube. We provide these links as a convenience to you. The Linked Sites are not under the control of InXero and InXero is not responsible for the contents of any Linked Site, including without limitation the privacy practices of such Linked Site or any content or link contained in a Linked Site, or any changes or updates to a Linked Site. InXero is not responsible for webcasting or any other form of transmission received from any Linked Site. InXero is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by InXero of the site or any association with its operators. Accordingly, InXero hereby expressly disclaims any representations regarding the content or accuracy of materials on such third-party websites. When User leaves our Site, you should be aware that our terms and policies (including without limitation our privacy practices) no longer govern. User should review the applicable terms and policies, including privacy and data gathering practices, of any site to which User navigates from this Site. If User decides to access linked third-party websites, User does so at its own risk. Unless you have executed a written agreement with InXero expressly permitting you to do so, you may not provide a hyperlink to the Site or any microsite from any other website. InXero reserves the right to revoke its consent to any link at any time in its sole discretion.

InXero Clients from time to time may offer one or more promotions through the Service and distribute promotional materials and other media in connection with such promotions and Users may choose to participate in such promotions and receive such content. All such promotions are governed by terms and conditions set by the InXero Client(s) sponsoring the promotions and are governed by the privacy policies of such sponsoring InXero Clients. As a condition to participating in any such promotion, each User acknowledges and agrees that the InXero Clients offering promotions are solely responsible for the content distributed through the Site in connection with the promotion and for ensuring that such promotions and content comply with all applicable laws, rules, and regulations (including those applicable to the protection of your personally identifiable information). If you choose to participate in a promotion, you do so with the full knowledge and agreeing that InXero has not reviewed the terms and conditions governing any promotions that InXero Clients may offer. If you choose to participate in a promotion, you should carefully review the terms and conditions and privacy policy applicable to such promotion. You acknowledge that InXero is not responsible or liable for the failure of any InXero Client (or any third-party) to comply with the rules, terms, conditions, policies, and applicable laws, rules, or regulations governing any promotion. The InXero Client sponsoring a promotion may require you to provide personally identifiable information in order to participate in such promotion.

SOCIAL NETWORKING APPLICATIONS

InXero may use application programming interfaces (APIs) developed by InXero or provided by social networking applications such as Facebook.com or Twitter.com (“Third Party Social Networks”). By using this Service, you grant InXero the right to use and display your Third Party Social Network profiles, including your profile picture, for viewing by InXero Clients and other Users on the Site and to transmit such Third Party Social Network profile information to the landing page of each InXero Client in which you have expressed an interest. In addition, by use of Third Party Social Networks with the InXero Service, you automatically grant, and you represent and warrant that you have the right to grant, the Service the right to use, display and store any information gathered about your from Third Party Social Networks.

Third Party Social Networks are subject to terms of use and privacy policies separate and apart from those provided by InXero for the Site and Services, and it is the obligation of each User to view and be aware of such policies. InXero assumes no responsibility for Third Party Social Networks or the associated APIs. ALL USE OF SOCIAL NETWORK FEATURES WITH THE SERVICE IS PROVIDED “AS IS” AND AT YOUR OWN RISK.

By using this Service, you warrant that all information in your Third Party Social Network accounts are true. Specifically, you are prohibited from using Third Party Social Network features included in the Service if any of your Third Party Social Network accounts does not contain your personal name or if you have multiple accounts with any particular Third Party Social Network.

COPYRIGHT COMPLAINTS

We respect the intellectual property rights of others and we prohibit Users from uploading, posting or otherwise transmitting on the Service any materials that violate another party’s intellectual property rights. When we receive a proper notification of alleged copyright infringement, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millenium Copyright Act (“DMCA”). If you believe that any material made available in connection with the Service infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent set forth below.

Designated Agent: Compliance Officer Address: InXero, Inc. 3925 West Braker Lane, Austin, Texas 78759 Email: customerservice@InXero.com (please put “Copyright Complaints” in the subject line of your email)

In accordance with the DMCA and other applicable law, InXero has adopted a policy of terminating, in appropriate circumstances and at InXero’s sole discretion, the User accounts of those members who are deemed to be repeat infringers. InXero may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

PRIVACY

Protecting our Users’ privacy is very important to InXero. As a condition of using the Service, you agree to the terms of the InXero Privacy Policy, which may be updated from time to time, as expressed in the most recent version that exists at the time of your use. The most current version of the Privacy Policy is available on the Site. Information collected by InXero may be stored and processed in the United States or any other country in which InXero or its agents maintain facilities. By using the Service you consent to any such transfer of information outside of your country. Additionally, by using the Service, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

InXero does not control or endorse the content, messages or information provided or posted by other Users, and, therefore, InXero specifically disclaims any liability resulting from such User communications and postings, including liability arising from any objectionable content. Generally, any content or communications which User posts to InXero (whether in chat rooms, discussion groups, message boards or otherwise) is considered to be non-confidential. If particular web pages permit the submission of communications or content that will be treated by InXero as confidential, that fact will be stated on those pages. By posting comments, messages or other information on the Site or any microsite, User grants InXero the right to use such content, messages or information for promotions, advertising, market research or any other lawful purpose without territorial, time or other limitation.

You may receive a password and account designation as part of completing the Service’s registration process. If so, you are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify InXero of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. InXero cannot and will not be liable for any loss or damage arising from your failure to comply with these provisions.

DISCLAIMERS AND ACKNOWLEDGMENTS

InXero’s Services and Site may contain facts, views, opinions, statements, and recommendations of third-party individuals and organizations. InXero does not represent as to, warrant, or endorse the accuracy, timeliness, or reliability of any advice, opinion, statement, recommendations, or other information displayed, uploaded, or distributed through the Site or the Services. You acknowledge that any reliance on any such advice, opinion, statement, recommendations, or other information will be at your sole risk.

By using the Services, you acknowledge that the materials on the Site are provided on an “AS IS” basis and without express or implied warranties of any kind, including, but not limited to, warranties of title, implied warranties of merchantability, fitness for a particular purpose or non-infringement. InXero makes no warranty as to the quality, accuracy, completeness, and validity of any materials on the Site and does not warrant that the functionality contained on the Site will be uninterrupted or error-free, that defects will be corrected, or that this Site or the server(s) that make it available are free of viruses or other harmful components.

InXero shall have the right, but not the obligation, to monitor the content of the Site and any microsites at all times, including any chat rooms and forums that may hereinafter be included as part of the Site or Service, to determine compliance with this TOU and any operating rules established by InXero, as well as to satisfy any applicable law, regulation or authorized government request.

You acknowledge that InXero may or may not pre-screen Site Content, but that InXero and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Site Content that is available via the Service. Without limiting the foregoing, InXero and its designees shall have the right to remove any Site Content that violates this TOU or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Site Content, including any reliance on the accuracy, completeness, or usefulness of such Site Content. In this regard, you acknowledge that you may not rely on any Site Content accessed on, created on, submitted to or sent from the InXero.com domain.

You understand that the technical processing and transmission of the Service and Site Content, including your User Content, may involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

INDEMNITY

By using or accessing the Site, you agree to indemnify and hold harmless InXero, its officers, directors, employees, successors, agents, stockholders, consultants and affiliates for any and all claims, damages, losses and causes of action (including attorneys’ fees and court costs) arising out of or relating to your breach or alleged breach (or the breach or alleged breach of any third party using your account) of this TOU, use of the Services, or access to the Site (including without limitation, claims made by third parties for infringement of intellectual property rights). You agree to cooperate as fully as reasonably required in InXero’s defense and/or settlement of any claim. InXero reserves the right to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.

EXCLUSION OF DAMAGES

Neither InXero, nor its officers, directors, employees, consultants, agents, successors, or affiliates are responsible or liable for any special, incidental, consequential, punitive or other indirect damages or for the loss of employment, profits, data or loss of use damages, that result from the use of, or the inability to use, this Site or the Service or the information contained on this Site or in the Service, even if InXero or one or more of the foregoing has been advised of the possibility of such damages.

LIMITATION OF LIABILITY

In no event will InXero’s total liability to you from all damages, losses, and causes of action resulting from your use of this Site or the Service, whether in contract, tort, (including, but not limited to negligence), strict liability or otherwise, exceed the greater of One Hundred Dollars ($100) or the price you actually paid InXero for the Service.

JURISDICTION, VENUE AND ARBITRATION

InXero operates the Site from its offices within the United States. InXero makes no representation that information on this Site is appropriate or available for use outside the United States. Those who choose to access this Site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. This TOU and any claim, cause of action or dispute (“claim”) arising out of or related to this TOU is governed by the laws of the State of Texas, excluding conflicts of law principles, regardless of your country of origin or where you access the Site, notwithstanding of any conflicts of law principles or the United Nations Convention for the International Sale of Goods. Any legal actions against InXero must be commenced within one year after the claim arose. You consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas. Any controversy or claim arising out of or relating to the Site or this TOU will 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 arbitration will be conducted in Travis County, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by Texas law. Notwithstanding the foregoing, InXero may immediately seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect its rights or property (including intellectual property rights).

MISCELLANEOUS

No agency, partnership, joint venture, or employment is created as a result of this TOU and you do not have any authority of any kind to bind InXero in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. InXero shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond InXero’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this TOU is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this TOU shall otherwise remain in full force and effect and enforceable. This TOU is not assignable, transferable or sublicenseable by you except with InXero’s prior written consent. InXero may transfer, assign or delegate this TOU and its rights and obligations without consent.

COMMENTS, COMPLAINTS AND QUESTIONS

We welcome your feedback about the Site. However, any comments, ideas, notes, messages, suggestions or other communications sent to the Site shall be and remain the exclusive property of InXero and we may use all such communications in any manner, including reproducing, disclosing and publishing such communications, all without compensation to you. To the extent it is not possible or effective for you to transfer any interest you have in the foregoing feedback hereby, you hereby grant InXero the perpetual, irrevocable, worldwide, royalty free and fully transferable and sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, publicly display and otherwise exploit such feedback (in whole or in part) for any purpose.

Should you have any questions or concerns regarding this TOU, please email us at customerservice@InXero.com or contact us at the following address:

InXero, Inc.
Attn: Terms of Use Issues
3925 West Braker Lane
Austin, Texas 78759

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