Xledger Website Terms of Use

 

You are accessing a website of Xledger Inc. and its affiliated entities (the “Site”). Xledger Inc. and its affiliated entities are referred to herein as “Xledger,” “we,” or “us.”  By visiting the Site and accessing the information, content, documentation, source code, content, sample code, tools, API, or other materials made available by Xledger in, on, or through the Site (the “Materials”), you agree to comply with and be bound by these Website Terms of Use and any documents referenced herein (the “Terms”). For the avoidance of doubt, these Terms supplement and do not modify or replace any other agreements entered into between you and Xledger, including, but not limited to, a Customer Agreement, Subscription Services Agreement, Partnership Agreement, Referral Partner Agreement, or other similar agreements (the “Main Agreement”).

YOU MAY NOT ACCESS, OR ATTEMPT TO ACCESS, THE PORTIONS OF THE SITE THAT REQUIRE A PASSWORD FOR ACCESS OTHER THAN AS AN AUTHORIZED USER PURSUANT TO THE MAIN AGREEMENT.  IF YOU ARE AN AUTHORIZED USER, YOU MAY NOT ACCESS THE SITE AND EXCEED THE SCOPE OF YOUR PERMITTED USE UNDER THE MAIN AGREEMENT.

Please review these Terms carefully. If you do not agree to these Terms, you have no right to obtain information from Xledger, access or use the Materials, or otherwise use the Site. Failure to use the Site or Materials in accordance with these Terms may subject you to civil and criminal actions and penalties under applicable law.  Except with respect to the Main Agreement, these Terms constitute the entire and only agreement between Xledger and you, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the Materials and Site. These Terms may be amended by Xledger at any time without notice to you. Your continued use of the Site indicates your acknowledgement of, and consent to, updated Terms.

Requirements and Restrictions

When accessing the Site and Materials, you represent that you are of sufficient age to form legally binding contracts. The Site and Materials are not designed to solicit or collect information of any kind from persons under the age of 13, and we do not knowingly collect any information from persons under the age of 13.

Xledger reserves the right to discontinue or modify the Site or Materials, temporarily or permanently, at any time without notice.

You agree to provide accurate information when interacting with the Site or Materials. Failure to provide accurate contact information may result in you not receiving access to the Site or Materials. In addition to other remedies available to Xledger, if you provide fraudulent, misrepresented, or otherwise untruthful information, we may terminate your access and prevent you from using the Site or Materials in the future.

You agree to comply with all applicable federal, state, or local laws, ordinances, regulations, rules, decisions, orders, or requirements in connection with your use of the Site and Materials.

You may not use the Site or Materials in any manner that negatively impacts Xledger or its authorized users.

Privacy. By accessing the Site or reviewing the Materials, you represent that you have read and agree to the terms of the Xledger Website Privacy Policy for which a link is provided at the bottom of this page and available at http://www.xledger.com/privacy.html (“Privacy Policy”). By agreeing to these Terms you consent to Xledger’s collection, use, storage, and disclosure of information associated with your use of the Site and Materials in accordance with the Privacy Policy.

Ownership. Subject to the limited rights expressly granted herein, Xledger reserves all rights, title, and interest in and to the Site and Materials, including all related intellectual property rights.

Limited Rights; Restrictions. Your right to use the Materials is set forth within the Main Agreement, as may be supplemented and modified by these Terms. The Site and Materials may not be used for any benchmarking or other competitive purposes. Copying, redistribution, use, display, or publication by you of any part of the Site or Materials is strictly prohibited.  You may not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the Site or Materials. Except in connection with permitted activity pursuant to an Xledger partner program, you may not link to the Site without Xledger’s prior written consent. You may not: (i) access or use the Site in any manner that could damage, disable, overburden, or impair any Xledger accounts, computer systems, or networks; (ii) attempt to gain unauthorized access to any parts of the Site or any accounts, computer systems, or networks; or (iii) interfere or attempt to interfere with the proper working of the Site, Materials, or any accounts, computer systems, or networks.

This Site is not a part of the “Xledger Software” or “Service” (as defined in your Main Agreement) and does not grant to you the right to access or use an account of the Xledger Software or Service.

If use of any aspect of the Site requires you to register for an account, you must complete the registration process by providing us with current, complete, and accurate information as required by the applicable registration form. You may also be required to choose a password and a user name. Access to and use of password protected or secure areas of the Site are restricted to authorized users only. You agree not to share your passwords, account information, or access to the Site with any other person. You are responsible for maintaining the confidentiality of passwords and account information, and you are responsible for all activities that occur through the use of your passwords or accounts, or as a result of your access to the Site. You agree to notify Xledger immediately of any use of your passwords or accounts that you did not authorize or that is not authorized by these Terms or the Main Agreement.

If you suspect that the Site or Materials include a security vulnerability, you agree to report such suspected vulnerability to info@xledger.com.

Trademark Information. You are expressly prohibited from using Xledger’s trademarks, service marks, name, and logos without Xledger’s prior written consent in each instance. Without limiting the foregoing, you acknowledge and agree that you may not use the name “Xledger Inc.” or “Xledger” or “empowering ambition” or any other Xledger intellectual property to endorse or promote products derived from the Materials without express and specific prior written permission of Xledger.

Editing, Deleting and Modification. Xledger reserves the right to change, edit, or delete any documents, information, or Materials appearing on the Site.

Indemnification. You agree to indemnify, defend and hold Xledger and its respective directors, officers, shareholders, employees, agents, attorneys, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim or expense, including reasonable attorneys’ fees, related to your use of the Site or Materials, or any violation of these Terms.

Assignment. Xledger may assign these Terms to an entity in connection with a merger, acquisition, asset transfer, or corporate reorganization.

WARRANTY DISCLAIMER. THE SITE AND THE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, XLEDGER AND ITS AFFILIATED PARTIES DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY.  XLEDGER DOES NOT WARRANT THAT THE SITE OR MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, CORRECT, ACCURATE, OR RELIABLE, THAT DEFECTS WILL BE CORRECTED, THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT SECURITY METHODS EMPLOYED WILL BE SUFFICIENT.

LIMITATION OF LIABILITY. IN NO EVENT WILL XLEDGER OR AFFILIATED PARTIES BE LIABLE FOR ANY LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF BUSINESS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING HEREFROM OR RELATED HERETO IN ANY CAUSES OF ACTION OF ANY KIND, EVEN IF XLEDGER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. XLEDGER’S AGGREGATE LIABILITY TO YOU FOR EVERY REASON UNDER THESE TERMS WILL BE LIMITED TO US$50.00.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM US FROM OR THROUGH THE SITE OR MATERIALS WILL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.

Links to Other Websites; Third Party Materials. The Site and Materials may now, or hereafter, contain links to third-party websites or content provided third parties, including User Submissions as defined below (collectively, “Third Party Materials”). Xledger does not control, investigate, monitor, or check such Third Party Materials. Xledger is not responsible for the Third Party Materials or opinions expressed therein. The inclusion of Third Party Materials on the Site does not imply approval or endorsement of such Third Party Materials by Xledger. If you decide to leave the Site and access any Third Party Materials, you do so at your own risk. The Third Party Materials may be subject to the terms of third party license agreements that may be made available to you when you view or download the applicable Third Party Materials.

User Submissions. Certain areas of the Site (such as forums, customer ratings, or review areas) may permit you to submit feedback, comments, information, ideas, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“User Submissions”). All User Submissions that you submit will be considered non-confidential. By submitting such User Submissions to us: (i) you represent and warrant that Xledger’s use of your User Submissions does not and will not breach any agreement, violate any law, or infringe any third party’s rights and that such User Submissions are accurate and true; (ii) you represent and warrant that you have all rights to enter into these Terms and provide User Submissions; (iii) you understand and agree that Xledger is free to use in any manner all or part of the User Submissions on an unrestricted basis without the obligation to notify, identify, or compensate you or anyone else; and (iv) you grant Xledger all necessary rights, including a waiver of all privacy and moral rights, to use and display all User Submissions, in whole or in part, or as a derivative work, without any duty by Xledger to anyone whatsoever. You acknowledge that you are responsible for and bear all risk as to the use or distribution of User Submissions.  In addition, in the event that you provide User Submissions to Xledger for publication as an Xledger “Customer Success” story, Xledger may, in its sole discretion, accept, reject, and edit such content. Any such editing will be in good faith, and Xledger will endeavor not to misrepresent your testimonials. Xledger is not obligated to provide you with any feedback or response related to a User Submission. If Xledger provides you with feedback of any kind, Xledger retains all right, title, and interest in and to such information, and you may use such information for your non-commercial internal business purposes only.

You are expressly prohibited from collecting information about other users of the Site, Materials, or Service for the purpose of sending, or to facilitate the sending of, unsolicited bulk communication, advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other solicitation to other users of the Site.  Xledger retains the right to remove or correct any posting that violates these Terms or Xledger’s policies, at its sole discretion. Certain User Submissions may be subject to additional terms and requirements.

Export Compliance. The Materials and derivatives thereof may be subject to export and import laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit any access or use any Materials in or from a U.S.-embargoed country (currently Iran, North Korea, Sudan, and Syria) or in violation of any export or import law or regulation of any jurisdiction.

Miscellaneous. Any cause of action by you with respect to the Site or Materials must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions will be subject to the limitations set forth under “Warranty Disclaimer” and “Limitation of Liability” above. The language in these Terms will be interpreted as to its fair meaning and not strictly for or against you or us. Should any part of these Terms be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. To the extent that anything in or associated with the Site or Materials is in conflict or inconsistent with these Terms, these Terms will take precedence. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision.

Dispute Resolution. These Terms will be governed by the laws of the State of Delaware, excluding conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. In the event of a dispute, Xledger encourages you first to contact Xledger to resolve your problem directly with us. You may contact Xledger regarding any complaints or disputes at legal@xledger.com.

Version: November 18, 2016

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