1. Accepting these Terms
These Terms of Service ("Terms") govern your access to and use of the XCO website, applications and APIs ("XCO" and the "Service"). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Service you agree to be bound by these Terms.
2. Use of the Service
2.1You may use the Service only in compliance with these Terms and all applicable local, provincial or state, national and international laws, rules and regulations.
2.2In order to register an account with the Service you must be able to form a binding contract with XCO. You represent and warrant that all registration information you submit is accurate and truthful, including your age and real name.
2.3XCO may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.
2.4The Services may change frequently, and without prior notice. XCO reserves the right, at its sole discretion, to limit use of the Services. XCO may alter, suspend or cease providing the Services at any time.
2.5XCO reserves the right, at its sole discretion, to remove from the Service any Content deemed inappropriate. XCO may also, at its sole discretion, close your Account (defined below) or block access to the Service if you do not comply with these Terms.
3.1 As a condition of using certain aspects of the Service, you may be required to register an account ("Account") with XCO and select a username and password. Failure to provide accurate registration information, including your real name, will constitute a breach of these Terms, which may result in immediate termination of your Account.
3.2 You shall not select a username that (a) is the name of another person, with the intent to impersonate that person; (b) is subject to any rights of another person, without appropriate authorization; or (c) is otherwise offensive, vulgar or obscene.
3.3 You are solely responsible for maintaining the confidentiality of your Account password. You must notify XCO immediately of any, suspected or actual, unauthorized access to or use of your Account. XCO will not be liable for any loss or damage arising from any misuse or abuse of your Account by any person.
3.4 By providing XCO your email address, you consent to XCO using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Service and special offers.
5. Your License to XCO
5.1 By Submitting Content on the Service, you grant XCO a worldwide, perpetual, irrevocable (except as expressly provided for in these Terms), transferable, royalty free, non exclusive license to use, store, host, publish, distribute, adapt and modify the Content on the Site and in connection with the Service (the "License").
5.2 We may modify or adapt your Content in order to store, transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.priate any system, data or information; or
5.4 All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. XCO does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. Under no circumstances will XCO be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available via the Service or broadcast elsewhere.
5.5 You are responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third party partners. You understand that if you do not have the right to Submit Content for such use, it may subject you to liability. XCO will not be responsible or liable for any use of your Content by XCO in accordance with these Terms.
5.6 We reserve the right to access, read, preserve and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of XCO, its users and the public.
6. Restrictions on Use of Service
6.1 You must not do any of the following while accessing or using the Service:
- use the Service for any unlawful purposes or for promotion of illegal activities;
- access or tamper with non public areas of the Site, XCO's computer systems, or the technical delivery systems of XCO's providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- access or search or attempt to access or search the Service by any means (automated or otherwise) other than through any currently available, published interfaces that are provided by XCO from time to time (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with XCO. Crawling the Service is permissible in accordance with these Terms, but scraping the Service without the prior consent of XCO except as permitted by these Terms is expressly prohibited;
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
- interfere with or disrupt (or attempt to do so) the access of any user, host or network, or the proper working of the Services or any activities conducted on the Site including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service; or
- take any action that imposes or may impose (as determined by XCO in its sole discretion) an unreasonable or disproportionately large load on XCO's or its third party providers' infrastructure.
6.2 You shall not directly or indirectly:
- decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction;
- modify, translate or otherwise create derivative works of any part of the Service; or
- copy, rent, lease, distribute, assign or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, provincial, national and international laws and regulations.
6.3 We may make available one or more APIs for interacting with the Service from time to time. Your use of any XCO API is subject to these terms and the XCO API Rules, which will be posted as part of these Terms before we make these APIs available.
6.4 Without limiting any other provision of these Terms, you agree not to post Content that:
- 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;
- may create a risk of any other loss or damage to any person or property;
- may constitute or contribute to a crime or tort;
- contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, or otherwise objectionable;
- contains any information or content that is illegal; or
- contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships. XCO reserves the right, but is not obligated, to reject or remove any Content that XCO believes, in its sole discretion, violates these provisions. You understand that publishing your Content on the Service is not a substitute for registering it with the U.S. Copyright, the Writer's Guild of America, or any other rights organization.
7. Proprietary Rights
7.1 The Service is protected by copyright, trademark, and other laws of Canada, the United States and foreign countries. All right, title, and interest in and to the Service, including all copy, artwork, layouts, and other content of the Site, including information in all forms, text, logos, graphics, images, software, icons and other materials are and will remain the exclusive property of XCO and its licensors. XCO is a registered trademark of XCO in Canada, is registered in the U.S. Patent and Trademark Office, and is a trademark in other countries. Other names, marks, brands, titles, slogans, logos, icons, graphics, or trade names, designs or other designations are trademarks of XCO or other parties. Except as expressly provided herein, nothing in the Terms gives you a right to copy, redistribute, use or publish use any property of XCO or its licensors, including but limited to the XCO name or any of the XCO copyrights or trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
7.2 The Service may include advertisements, which may be targeted to the Content or information on the Service, queries made through the Service, or other information. The types and extent of advertising by XCO on the Service are subject to change. In consideration for XCO granting you access to and use of the Service, you agree that XCO and its third party providers and partners may place such advertising on the Service or in connection with the display of Content or information from the Service whether Submitted by you or others.
9.1 The Service may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement, representation or warranty by XCO of such websites or resources or the content, products or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
10.1 XCO has no special relationship with or fiduciary duty to you. You acknowledge that XCO has no duty to take any action regarding any of the following: who gains access to the Site; what Content may be accessed through the Site, what effects such Content may have on others, how others may interpret such Content, or what actions users may take as a result of having been exposed to the Content.
10.2 XCO cannot guarantee the authenticity or accuracy of any data or information that users provide about themselves or in Content they Submit. You release XCO from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. XCO makes no representations concerning any Content on the Site, and XCO is not liable for the accuracy, copyright compliance, legality or decency of material contained on the Service.
10.3 Your access to and use of the Service or any Content is at your own risk. You understand and agree that the Service is provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, XCO AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any content thereon. XCO will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service, or any Content. You also agree that XCO has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from XCO or through the Service, will create any warranty not expressly made herein.
10.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XCO AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT XCO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10.5 Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
10.6 Electronic Communications Privacy Act Notice (18 USC Â§2701 2711): XCO MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. XCO will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade secret information, or any other Content stored on XCO's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
10.7 You shall defend, indemnify and hold harmless XCO, its affiliates, and each of its and its affiliates' employees, contractors, directors, suppliers and representatives from all liabilities, claims and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Service and Content, or otherwise from Content that you Submit, violation of these Terms, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. XCO reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with XCO in asserting any available defenses.
10.8 Accessing the Service is prohibited from territories where any part of the Content is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.
10.9 XCO shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond XCO's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
11. General Provisions
11.1 By using the Services, you consent to receive from XCO all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, "Contract Notices") electronically. XCO may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Services.
11.2 These Terms (and any further rules, policies or guidelines incorporated by reference) shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that XCO, the Site and the Service are deemed a passive website that does not give rise to personal jurisdiction over XCO or its parents, subsidiaries, affiliates, successors, assigns, employees, contractors, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the Province of British Columbia. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, that is filed in court, shall be filed exclusively in the courts located in the City of Vancouver, in the Province of British Columbia and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.
11.3 When using other XCO websites and services, please refer to their respective terms and conditions documents.
11.4 These Terms and any terms and conditions included herein by reference are the entire and exclusive agreement between XCO and you regarding the Service (excluding any services for which you have a separate agreement with XCO that is explicitly in addition to these Terms), and these Terms supersede and replace any prior agreements between XCO and you regarding the Service. These Terms shall be binding on XCO, its successors and assigns. These Terms are binding on you and may not be assigned.
11.5 If any provision of this Agreement is held to be invalid or otherwise unenforceable, that provision shall no longer form part of this Agreement. No failure or delay by either party in exercising any right, power or privilege provided in this Agreement shall operate as a waiver of such right, power or privilege.
11.6 In the event of any dispute arising from this Agreement, the parties agree to seek resolution initially through good faith mediation and/or arbitration, prior to seeking recourse through the courts. No provision of, or the exercise of any rights under, this Section shall limit the right of any party to pursue all legal remedies available to them, or obtain provisional or ancillary remedies such as injunctive relief from a court having jurisdiction before, during or after the pendency of any alternative dispute resolution.
11.7 We may revise these Terms from time to time without notice. The most current version will always be on this page (or such other page as the Service may indicate). If the revision, in our sole discretion, is material we will notify you via posting to our website or e mail to the email associated with your account. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms. We may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms periodically for changes. Your continued use of the Service following the posting of any changes to these Terms constitutes acceptance of those changes. If you do not agree to these or any future Terms, do not use or access (or continue to use or access) the Service.
11.8 The Service is operated and provided by XCO Tech Inc, 583 Duncan Avenue, Penticton BC V2A 8E1. If you have questions about these Terms, please contact us at team@XCO.io.
11.9 These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with XCO's prior written consent. XCO may assign, transfer or delegate any of its rights and obligations hereunder without notice or consent. No agency, partnership, joint venture or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys' fees.