XPLUS S.A. License Terms for Hosted Service 1.DEFINITIONS.
- "XPLUS S.A. Content" means all materials displayed or provided via the Hosted Service including, but not limited to information, text, graphics, news articles, photographs, images, illustrations, audio clips and video clips. XPLUS S.A. Content excludes Subscriber Content.
- "Subscriber Content" means all data provided by or on behalf of Subscribers and received by XPLUS S.A. for the use of the Hosted Service.
- "Hosted Service" means the online web-based application provided by XPLUS S.A. including access to the XPLUS S.A. Content, related professional, and training services and materials that may be provided in connection with use of the Hosted Service.
- "Seat" means a license for a single individual to use the Hosted Service. Seats are assigned to named individual users authorized by Subscriber to use the Hosted Service and who have been supplied user identifications and passwords by Subscriber or by XPLUS S.A. on Subscribers behalf. Seats may be assigned to users who are Subscribers employees, consultants, contractors and agents provided that Subscriber is responsible for their usage.
- "User Provided Information" means information about an individual or company which may be contributed by Subscribers users to XPLUS S.A. and used to update the Content but which is not needed to provision the Services. For the avoidance of doubt, User Provided Information is not Subscriber Content.
- HOSTED SERVICE.
- Subscribers access and use of the Hosted Service is for Subscribers own internal business purposes (and not for the use or benefit of any third party). Such internal business purpose involves obtaining business related information about companies and individuals in order to use this information to prepare for and conduct Subscribers own business.
- XPLUS S.A. reserves the right to discontinue offering the Hosted Service at the end of Subscribers subscription term.
- XPLUS S.A. does not warrant, and is not responsible for, the legality, quality, accuracy, integrity, fitness, reliability, or availability of any third party applications, content or services "Third Party Apps" that Subscriber may purchase or connect to, through or with the Hosted Service or any descriptions or promises related to the foregoing. Subscribers agreement to use such Third Party Apps shall be solely between Subscriber and such third party provider. If Subscriber enables Third Party Apps for use with the Hosted Service or accesses the Hosted Service from the Third Party Apps, Subscriber acknowledges XPLUS S.A. may access and use Subscriber Content or basic account information as required for provisioning and/or interoperation of such Third Party Apps with the Hosted Service. If Subscriber does not want to permit the exchange of Subscriber Content or account information with Third Party Apps, the Hosted Service allows Subscriber to restrict such access by not enabling or by un-enabling such Third Party Apps for use with the Hosted Service.
- Subscriber represents and warrants that it has a legitimate interest in knowledge of any and all personally identifiable data contained in XPLUS S.A. Content, which Subscriber uses for the purposes as per Sec. 2.1 above.
- Subscriber agrees that it may receive product and service related communications from XPLUS S.A..
- XPLUS S.A. shall have the right to access and use Subscriber Content for the limited purposes of delivering the Hosted Service, responding to service or technical problems, or, on Subscribers request, providing training and professional services to Subscriber.
- Subscriber grants XPLUS S.A. a non-exclusive, royalty-free, worldwide license to use the Subscriber Content and perform all acts with respect to the Subscriber Content as may be necessary for XPLUS S.A. to provide the Hosted Service to Subscriber. XPLUS S.A. agrees to access and use the Subscriber Content solely for Subscribers benefit and as set forth in these terms. Subscriber is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Subscriber Content.
- Subscriber hereby grants XPLUS S.A. a worldwide, nonexclusive, perpetual, irrevocable, fully paid up and royalty-free right to copy, use, publish, distribute, prepare derivative works, and commercialize, in any way now known or in the future discovered, all User Provided Information Subscriber or Subscribers users furnish to XPLUS S.A., without any further consent, notice and/or compensation to Subscriber or any third parties. As between XPLUS S.A. and Subscriber, Subscriber is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Provided Information.
- XPLUS S.A. reserves the right to remove User Provided Information at any time, without notice, in its sole and reasonable discretion.
- To the extent that User Provided Information may contain any non-public personally identifiable data about an individual, Subscriber agrees to XPLUS S.A. collection, use, transmission over the internet and disclosure of such non-public personally identifiable information for the purposes authorized under this Agreement. Subscriber represents and warrants that Subscriber and Subscribers users are entitled to submit the User Provided Information and that the User Provided Information is accurate, not confidential, and not in violation of any third party rights or contractual restrictions.
- SUBSCRIBERS RESPONSIBILITIES.
- Subscriber is responsible for all activity occurring under Subscribers user accounts. Subscriber will: (i) maintain the accuracy, completeness, and timeliness (within 30 days of any change) of the information Subscriber provides in Subscribers account registration and information Subscriber provide on Subscribers users; (ii) purchase a sufficient number of Seats for Subscribers usage, e.g., assigning and using only one Seat per person (Subscriber shall not use or share a Seat among multiple users); and (iii) notify XPLUS S.A. promptly of any unauthorized use of any password or account or any other known or suspected breach of security.
- Subscriber is responsible for obtaining, maintaining, and supporting all internet access, computer hardware, and other equipment and services needed for Subscribers access to the Hosted Service.
- The Hosted Service may not be exported or re-exported directly or indirectly in violation of any applicable export laws; or used for any purposes prohibited by law.
Subscriber agrees not to: (i) use the Hosted Service except as expressly authorized in these terms; (ii) copy, modify, or create derivative works based on the Hosted Service; (iii) use any device, software, or routine that (a) interferes with any application, function, or use of the Hosted Service, or (b) is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication; (iv) access for purposes of monitoring the availability, performance, or security of the Hosted Service without XPLUS S.A. consent; (v) frame or mirror the Hosted Service in an unauthorized manner; (vi) decompile, disassemble or reverse-engineer the underlying software that is part of the Hosted Service or otherwise attempt to derive its source code; (vii) use the Hosted Service either directly or indirectly to support any illegal activity; (viii) access the Hosted Service in order to build a competitive service or product; (ix) resell, sublicense, time-share, or otherwise share the Hosted Service with any third party; (x) distribute the Content to third parties; (xi) use the Services or Content for the purpose of compiling, supplementing or amending any mailing list, business directory, or like compilation of information that is distributed to a third party; (xii) use the Hosted Service or XPLUS S.A. Content to market products or services of any kind to individual consumers; (xiii) use the Services or Content in evaluating any consumer with respect to credit worthiness, a financial, insurance or employment decision, or with respect to eligibility for any government-granted license or benefit (xiv) authorize any third parties to do any of the above.
- PROPRIETARY RIGHTS.
- XPLUS S.A. and/or its licensors own all worldwide right, title and interest in and to the Hosted Service and the XPLUS S.A. Content, in any form, format, forum, medium, means, or method now known or hereafter developed, including all related intellectual property rights throughout the world, and any suggestions, ideas, enhancement requests, feedback, recommendations that may be provided by Subscriber or any of Subscribers users relating to the Hosted Service and the XPLUS S.A. Content.
- Subscriber may not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on the XPLUS S.A. Content or the Hosted Service.
- Subscriber agrees to abide by all access and use restrictions contained in any XPLUS S.A. Content made available through the Hosted Service.
- As between XPLUS S.A. and Subscriber, Subscriber exclusively owns all rights, title and interest in and to all Subscriber Content.
XPLUS S.A. may immediately suspend access to the Hosted Service if XPLUS S.A. reasonably determines that Subscribers actions are materially interfering with, causing substantive harm to, or disrupting the Hosted Service or are causing material legal liability to XPLUS S.A., its licensors or other customers. Subscriber agrees that XPLUS S.A. shall not be liable to Subscriber or to any other third party for any suspension of the Hosted Service pursuant to this Section. Upon the termination of the Hosted Service, Subscriber may retain (and use, in accordance with terms provided herein) and not be required to remove any updates Subscriber has made to its Microsoft Dynamics CRM through the Hosted Service using the XPLUS S.A. Content.
XPLUS S.A. is not responsible for damages suffered by users for their actions taken in reliance on XPLUS S.A. Content, including losses for purchases or sales of any securities or investments. Except as expressly provided, XPLUS S.A. is not responsible or liable for the accuracy, completeness, reliability, or availability of the Hosted Service or any XPLUS S.A. Content displayed via the Hosted Service. Subscriber assumes sole responsibility and liability for Subscribers use of the Hosted Service, including, without limitation, any XPLUS S.A. Content that is accessed therein. THE HOSTED SERVICE AND ALL XPLUS S.A. CONTENT THEREIN ARE PROVIDED ON AN "AS IS" AND AS AVAILABLE BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Subscriber will defend and indemnify XPLUS S.A. and its licensors from and against any damage, liability or cost including reasonable attorneys' fees resulting from a third party claim that: (i) Subscribers use of Subscriber Content, XPLUS S.A. Content, or the Hosted Service (a) in violation of this Agreement, infringes any third parties U.S. copyright or trademark rights or has otherwise harmed a third party; or (b) violates applicable law; or (ii) there is unlawful redistribution of content, software or services provided to Subscriber by XPLUS S.A.. Subscribers indemnity obligation shall not apply with respect to a claims caused by XPLUS S.A. violation of applicable law.
- LIMITATION OF LIABILITY.
IN NO EVENT SHALL XPLUS S.A. AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL XPLUS S.A. OR ITS LICENSORS HAVE ANY LIABILITY TO SUBSCRIBER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUBSCRIBER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.