Terms of services

These Terms of Service (also referred to as “Terms”) constitute a legally binding agreement between You, whether personally and/or on behalf of an entity (hereinafter, interchangeably, “You”, “Your”, “Yours”, “Yourself”, or other similar terms referring to You), and Xebcore Inc. (“Xebcore”), a California corporation, and its subsidiary, Xebrium Inc., a California corporation, based in San Jose, California (“Xebrium”), and Xebrium’s subsidiary, Xebrium Software Private Limited, based in Pune, India (hereinafter, collectively and interchangeably, “Xebcore”, “Company”, “We”, “Us”, “Our”, “Ourselves”), concerning Your access to and use of the Xebcore’s SaaS online project management software application/platform referred to as ‘Xebrio’, (hosted at https://xebrio.com) as well as any related applications and any services including services provided through Xebcore’s products, sites, mobile applications, and websites (collectively “Services”). You or Xebcore, singly, shall be referred to as “Party”, and both You and Xebcore together shall be referred to as “Parties”.

If You represent Your employer or another entity, then as used interchangeably in these Terms of Service, “You”, “Your”, “Yours”, “Yourself”, or other similar terms, shall refer to the employer or to the other entity being represented. Accordingly, if You agree to these Terms on behalf of Your employer or another entity then such employer or other entity represented by You will then be bound by these Terms. If You do not have legal authority to bind Your employer or other entity(s), please do not agree to the Terms.

You indicate Your agreement to be governed by these Terms (including by any other related agreements or policies such as the Privacy Policy which You are made aware of and given access to), upon the first occurrence of any of the following: (i) You click “I agree” as may be requested at the time of Xebrio sign up; (ii) click a button or check a box affirming Your acceptance of the Terms at the time of Xebrio sign up; (iii) if You, directly or indirectly, use or access Xebrio User or Customer Account; (iv) by registering for Xebrio, or creating a Customer Account in Xebrio, or by placing an order through Xebrio; (v) use of www.xebrio.com and any related website owned or operated by Xebcore; (vi) accessing or using Services. As such, You should note that these Terms do not have to be necessarily signed or actually agreed to by You in order to become binding and effective. These Terms become operational from the time You first take any of the aforesaid actions to accept the Terms (“Effective Date”).

 

Definitions

(i) Customer/Customer Account – The Customer or Customer Account is the individual or entity that has contractually engaged with Xebcore under a Subscription Plan. Whenever a business or an individual subscribes to a Subscription Plan or otherwise uses any of the Services under the Subscription Plan then the business or individual’s employees, work associates, and external stakeholders associated with the business or the individual, become a Customer Account, and each individual using such Customer Account is called a User.

(ii) Subscription Plan – A Subscription Plan whether as a free trial or as a paid subscription, enables a User to use Services (including Xebrio).

(iii Personal Data – Personal Data refers to any information whether taken by itself or in combination with other pieces of information, that identifies an individual.

(iv) Project Workspace – A Project Workspace is the Service instance to which the Customer Account and related Users gain access after subscribing to a Subscription Plan. The Project Workspace may contain one or more projects administered through a Customer Account.

(v) Service Data – Service Data is Personal Data or other information that Users input or create directly into the Project Workspace.

(vi) User – A User is an individual who uses the Services through a Customer Account, and may be either an Internal User or an External User.

Internal User – An Internal User is associated with a Customer Account using Services who has full rights within a Project Workspace except for rights reserved to Account Administrators although an Internal User can be assigned to be Project Workspace Administrators with extended permissions within a Project Workspace.

External User – An External User is an individual associated with a Customer Account using Services with similar permissions as Internal Users but who is not authorized by the Customer Account to create projects in a Project Workspace. For example, vendors and clients would be considered to be External Users as they are associated with the Customer Account but do not have authority to create projects within a Project Workspace. If a vendor or client is given authority by a Customer Account to create projects in the Project Workspace, such authorized vendor or client shall then be deemed to be an Internal User.

(vii) “Standard Contractual Clauses” means the contractual clauses of the GDPR as amended from time to time.

(viii) Account Administrator/Administrator – An Administrator (also called Account Administrator) is a User who manages the Project Workspace for the Customer Account.

 

By agreeing to be bound in any manner by the Terms as provided above, You represent and warrant that each of the following is true:

1. You are not a minor in the jurisdiction that You reside
2. You have read and understood these Terms
3. You will comply with all of the Terms herein at all times
4. You have the legal capacity to enter into legal contracts in the jurisdiction that You reside
5. All registration and other information that You furnish is true, accurate, current, complete
6. Unless otherwise specifically requested, all the registration and other information relates to You alone
7. You will maintain the accuracy of such information and promptly update such information as needed in the event there is any change to such information
8. You or the entity(s) You represent will maintain the confidentiality of Your credentials
9. You alone will be responsible for the confidentiality and use of Your username, password, and all other aspects of Your User or Customer account
10. You will immediately notify Xebcore at [email protected] of any unauthorized use of Your password or User or Customer Account, or if You know or reasonably suspect of any other breach of security relating to Your User or Customer Account
11. Xebcore cannot and will not be liable for any loss or damage arising from Your failure to comply with the Terms herein, or if You are in breach of any of Your representations and warranties, and accordingly, You hereby hold harmless, jointly and severally, Xebcore, its officers, employees, agents, other representatives
12. In the event that You do not comply with these Terms, Xebcore may at any time, in its sole and absolute discretion, disable Your access to Your User and Customer Account, or discontinue any one or more Services being provided to You.
13. You certify that you have read Xebcore’s Privacy Policy. Accordingly, You hereby specifically authorize Xebcore to transfer, store, and maintain all Your Personal Data, Service Data, and other information on one or more TP servers within the United States of America where all reasonable security measures are proclaimed to be in place. If applicable, You also authorize Xebcore to transfer such Personal Data, Service Data, and other information between your country and the United States, and further authorize for Xebcore personnel residing in India, Canada, or other country(s) to access all such data belonging to You in order to provide Services hereunder.
14. You agree that any data transfer that is subject to the European Union General Data Protection Regulation (“GDPR”) shall be done whenever Xebcore is acting a Data Controller or as a Data Processor. You further understand and accept that notwithstanding any other terms in these Terms, the provisions of the GDPR shall prevail over any conflicting term(s) of these Terms.
15. You acknowledge that You may be referred to as the Data Exporter and Xebcore as the Data Importer in one or more documents, and accordingly, Your name and address and Xebcore’s name and address shall be automatically linked to the respective designations/titles therein. You further agree that Your signature and Xebcore’s signature (through its authorized representative) shall automatically be deemed to have been appended at all respective places in all documents relating to these Terms where the signature of either Party or of both Parties, may be required. Should You wish to receive a copy of any other document(s) requiring execution by Xebcore, which have been actually signed by Xebcore, please send Your request to [email protected], and a copy of the such document(s) duly executed by Xebcore, shall be scanned to You.

These Terms along with any other referenced terms, annexures, exhibits, and policies, as amended from time to time, are incorporated into these Terms by this reference, and shall be as applicable as the initial Terms at the time a User subscribed to a Subscription Plan. The initial Terms and the amended Terms shall govern Xebcore’s relationship with You at all times. Such Terms, along with any amendment(s), policies, annexures, exhibits, etc., shall then constitute a legally binding agreement as of the Effective Date.

If You/User wants to receive a signed copy of the GDPR provisions as applicable to these Terms or the Privacy Policy (click here), please contact Xebcore, and a signed copy of the relevant GDPR provisions will be provided to You/User.

 

1. Your Customer Account

1.1 We may remove or change a user name You select if we determine at our sole discretion, that such user name is inappropriate or is already in use by another User. If We change the user name as indicated herein, We will either notify You to change the user name until an acceptable name is chosen by You, or We may select a user name randomly for You which user name You may then either change or continue to use. As part of the functionality of the Services, You may choose to link Your Customer Account with online accounts You may have with Third Party (“TP”) Service providers (each such account referred to as a “TP Account”) by either: (a) providing Your TP Account login information through the Services; or (b) by allowing Xebcore to access Your TP Account, as may be permitted under the applicable Terms of Service (or by whatever term called) that govern Your use of each such TP Account.

1.2 By providing access to Your TP Account, You represent that You are entitled to disclose Your TP Account login information to Xebcore and/or grant Xebcore access to Your TP Account without breaching any conditions of the Terms of Services applicable to each such TP Account. You further certify by providing such access to Xebcore, that Xebcore shall not be subject to any fees or any restrictive covenants governing the use of TP Account by the corresponding TP Service provider (“TPS”).

By granting Xebcore access to any TP Account, You understand that (a) we may access, make available and store (if applicable) any content that You have provided to and stored in Your TP Account (collectively “TP Content”) so that it is available on and through the Services through Your Customer Account, including without limitation to any friends lists or other contacts lists; and (b) You are hereby notified that Xebcore may submit and receive additional information from Your TP Account for Xebcore’s own legitimate purposes.

You should note however that depending on the TP Account You choose and subject to the privacy settings that You have set in such TP Account, personal identifiable information that You post to Your TP Account may be available on and through Your Customer Account on the Services.

You will have the ability to disable the connection between Your Customer Account on the Services and Your TP Account at any time. Please note that Your relationship with the TPS associated with Your TP Account is governed solely by Your agreement(s) with such corresponding TPS. Xebcore will make no effort to review any social network content for any purpose, including but not limited to accuracy, legality, non-infringement, or anything else, and Xebcore shall be not responsible for any of Your TP Content.

You acknowledge and agree that Xebcore may access Your email address book associated with a TP Account and Your contacts and other lists stored on Your mobile device or tablet computer, solely at Xebcore’s option, for purposes of identifying and informing You of those contacts who have also registered to use Services. At Your email request to [email protected] or through Your Customer Account settings (if applicable), Xebcore will deactivate the connection between the Services and Your TP Account and attempt to delete any information stored on Xebcore’s servers that was obtained through such TP Account, except the username and profile picture that would have become associated with You.

 

2. Our Content

2.1 Unless otherwise indicated, the Services including source code, databases, functionality, software including any applications/solutions such as Xebrio, website designs, audio, videos, texts, photographs, and graphics as part of Services (collectively “Xebcore Content”) are either owned absolutely by Xebcore or is otherwise licensed to Xebcore, and such Xebcore content is protected by copyright, trademark, and/or other applicable laws.

2.2 Except as expressly provided in these Terms, no Services or Xebcore Content, in whole or in one or more parts, may be copied, reproduced, aggregated, reverse engineered, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Xebcore’s express prior written permission.

2.3 Subject to satisfaction of the preconditions in these Terms for using Services, You are granted a limited license to access and use Services and Xebcore Content, and to download or print a copy of any portion of Xebcore Content to which You have properly gained access solely for Your personal, non-commercial use.

2.4 You shall not (a) try to gain unauthorized access to Services, Xebcore Content, or to any networks, servers, or computer systems connected to Services or to Xebcore Content; or (b) make any changes for any purpose whatsoever including for any error correction, any modification, adaption, addition, or enhancement, etc., to Services and/or to Xebcore Content, including any changes to paper or digital copies You may have downloaded.

2.5 Xebcore shall (a) prepare Services and Xebcore Content with reasonable skill and care, and (b) use industry-standard virus detection software to block the uploading of malicious or harmful code or other software that could negatively impact Services or Xebcore Content. Notwithstanding, You agree that Services and Xebcore Content are being made accessible to You on an as-is basis, and Xebcore shall not be liable in any manner for any injury or harm that may proximately result from Your access or use of Services or of Xebcore Content.

2.6 Any written or other material relating to Services or Xebcore Content is provided for general information only. It does not – and is not intended to give any advice or to make any recommendation. You are urged to seek professional or other advice before taking, or refraining from taking, any action on the basis of such written or other material as mentioned herein.

2.7 Although Xebcore makes reasonable efforts to update the information pertaining to Xebcore Content and/or to Services, Xebcore makes no representation or warranty, whether express or implied, including any warranty of merchantability or fitness for a particular purpose. Xebcore Content and Services are provided on an as-is basis and Xebcore makes no representation that its Services, Xebcore Content, or any material pertaining thereto, is accurate, complete, free of errors or bugs, or up-to-date.

 

3. Restrictions

As a user of this Services and Xebcore Content, You agree not to:

• Retrieve data or other content from Services to a compile database or directory without Xebcore’s prior written authorization
• Make any unauthorized use of the Services or Xebcore Content, including collecting usernames and/or email addresses of users to send unsolicited email or creating user accounts under false pretenses
• Use Services or Xebcore Content for advertising or selling goods and services
• Circumvent, disable, or otherwise hamper, impede, or interfere in any manner with security-related features of Services or Xebcore Content, including features that prevent or restrict the use or copying of any content or enforcing limitations relating to Services
• Engage in unauthorized framing of or linking to Services
• Trick, defraud, or mislead other users and/or Xebcore in any attempt to learn sensitive account information such as user passwords
• Make improper use of Xebcore support services, or submit false reports of abuse or misconduct
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools
• Interfere with, disrupt, or create an undue burden on Services or the networks and services connected to Services
• Attempt to impersonate another user or person, or use the username of another user
• Sell or otherwise transfer Your Customer Account
• Use any information obtained from Services in order to harass, abuse, or harm another person
• Use Services or Xebcore Content as part of any effort to compete with Xebcore or to create a revenue-generating endeavor or commercial enterprise
• Decipher, decompile, disassemble, or reverse engineer any software (or part thereof) comprising Xebcore Content or Services
• Attempt to access without prior written authorization from Xebcore, any portion of Services that is out of bounds to You
• Harass, annoy, intimidate, or threaten any Xebcore officers, employees, agents, or other users
• Delete trademark, copyright or other proprietary logos from any Xebcore Content, page, or screen
• Copy or adapt Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code
• Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted access, use, and enjoyment of Services or Xebcore Content, or any material that acts as a passive or active information collection or transmission mechanism
• Use, launch, or engage in any automated use of the system, such as using scripts to send comments or messages, robots, scrapers, offline readers, or similar data gathering and extraction tools
• Disparage, tarnish, or otherwise harm, in Xebcore’s sole judgement, Xebcore and/or Services
• Use Services in a manner inconsistent with applicable laws or regulations
• Threaten users with negative feedback or offering services solely to give positive feedback to users
• Misrepresent experience, skills, or information about a user
• Advertise products or services not previously authorized by Xebcore
• Falsely claim or imply the existence of a relationship with Xebcore or with another company when no such relationship exists

 

4. Third-Party Content   

4.1. Third-Party Services

The Services enable You to engage and procure certain Third Party (“TP”) services, products, apps, and tools, including without limitation, TP applications and widgets (collectively, “TP Services”) offered via Xebcore’s integration offering or which You decide to connect through Xebcore’s API, as part of Services.

4.2. Independent Relationship

You acknowledge and agree that regardless of how such TP Services may be offered to You, Xebcore only acts as an intermediary platform between You and such TP Services, and Xebcore is neutral with respect to any such services rendered by a TP. Xebcore is in no way responsible or liable for any such TP Services. Your access or use of such TP Services along with any terms governing Your access and use thereof including without limitation, the collection, processing, and use of Your data by the TP providing such TP Services, are subject to a separate contractual arrangement between You and the TP (the “TP Agreement”). Xebcore is not a party to such TP Agreement; nor is Xebcore responsible in any manner whatsoever, for Your compliance with the TP Agreement, or with Your dealings with any TP provider.

4.3. Integration with TP Services and Your Customer Data

Through the Services, You and any other User within Your Customer Account may enable the integration of Your Customer Account with TP Services, which will allow an exchange, transmission, modification, or removal of data between the TP Services and Xebcore, including without limitation, the Personal Data, the scope of which is determined by the applicable actions defined by such integration. You hereby acknowledge that any access, collection, transmission, processing, storage, or any other use of data, including the Personal Data and Service Data, by TP Services, is governed by the TP Agreement, including any applicable privacy policy, and that Xebcore is not responsible in any way for the access, collection, transmission, processing, storage, or any other use of data, including the Customer Data or Personal Data, by the TP Services or for such TP Services privacy and security actions, inactions or general practices. By integrating and/or using the TP Services, You acknowledge and agree that: (a) You are solely responsible for Your compliance with applicable privacy restrictions, laws and regulations, including Your use of the TP Services and other data activities You may conduct or may permit third parties, including the TP Services, to conduct; (b) the activities and use of the data by You and any other Users within the Customer Account, may result in a modification and/or removal of data, either in the Customer Account and/or in the integrated TP Services. We shall have no obligation of any kind, for any such modification and/or removal of data, either in the Customer Account with us and/or the integrated TP Services.

4.4. Use Conditions and Limitations

Both Xebcore and TP Services may impose, each at its sole discretion, additional conditions or limitations on Your use of certain TP Services, including but not limited to the imposition of a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant within the Services or the TP Services, or otherwise notified to You or to any other relevant User of the Customer Account.

4.5. Payment for Third-Party Services

TP Services may be offered free of charge or for a certain fee, either charged directly by the TP Services or by Xebcore. Wherever the TP Services requires a payment shall be indicated next to the TP Services offering unless such price is included within the Subscription Plan for the Services.  Whenever Xebcore charges the Customer Account on behalf of the TP Services, then Customer Account acknowledges that Xebcore serves only as an intermediary role in facilitating or collecting the applicable fees and taxes from the Customer Account for the TP Services. Thus, all payment related issues, including the payment of fees, renewal, and refund policy, are governed by the TP Agreement.

4.6. Change of Fees

The Customer Account acknowledges that Xebcore and/or any TP Services may change the TP Services fees from time to time, including imposing a new charge on a TP Services that was provided for free previously.

4.7. Discontinuation of TP Services

Xebcore reserves the right to discontinue the use or suspend any TP Services availability for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilize certain features and actions of the TP Services along with our Services.

 

5. Services Management   

5.1 We reserve the right at our sole discretion, to (1) monitor the Services for breaches of these Terms; (2) take appropriate legal action against anyone in violation of applicable laws or of these Terms; (3) remove from the Services or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (4) otherwise manage the Services  in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services and Xebcore Content.

5.2 We do not guarantee that the Services or Xebcore Content will be secure or free from bugs or viruses.

5.3 You are responsible for configuring Your information technology, computer programs, and platform to access the Services, and You should use Your own virus protection software.

 

6. Modifications and Availability of Services      

6.1 We reserve the right to change, modify, or remove the contents of the Services and Xebcore Content at any time or for any reason at our sole discretion, without notice. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.

6.2 We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, inconvenience, or other injury that may be inadvertently caused by Your inability to access or use the Services or Xebcore Content during any downtime or discontinuance of the Services and Xebcore Content. We are not obliged to maintain and support the Services or Xebcore Content or to supply any corrections, updates, or releases.

6.3 There may be information on the Services and Xebcore Content that contains typographical errors, inaccuracies, or omissions that may relate to the Services and Xebcore Content, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time without prior notice.

 

7. Disclaimer/Limitation of Liability     

7.1 The Services are provided on an as-is and as-available basis. You agree that Your use of the Services and/or Xebcore Content will be at Your sole risk except as expressly set out in these Terms. All warranties, terms, conditions, and undertakings, express or implied (including by statute, custom or usage, a course of dealing, or common law) in connection with the Services and Xebcore Content, and Your use thereof including, without limitation, the implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement are disclaimed to the fullest extent permitted by applicable law.

72 Xebcore make no warranties or representations of any kind whatsoever about the accuracy or completeness of the Services ‘s content or Xebcore Content, and Xebcore shall not be liable for any (1) errors or omissions in content: (2) any unauthorized access to or use of our servers and/or any and all Personal Data and/or financial information stored on our server; (3) any interruption or cessation of transmission to or from the Services ; and/or (4) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services and Xebcore Content by any third party. We will not be responsible for any delay or failure to comply with our obligations under these Terms of Service if such delay or failure is caused by an event beyond our reasonable control.

7.3 IN NO EVENT WILL XEBCORE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSSES FROM BUSINESS INTERRUPTION OR FROM LOST PROFITS OR DATA, LOST SAVINGS ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE OR SERVICES, EVEN IF SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR LOSS OF PROFITS, OR FOR ANY OTHER CLAIMS OR DAMAGES BY ANY OTHER PARTY. IN NO EVENT SHALL OUR ENTIRE LIABILITY FOR DAMAGES OF ANY NATURE EXCEED THE AMOUNT PAID BY YOU TO US DURING THE SIX (6) MONTHS PRIOR TO THE EVENT WHEN THE CLAIM(S) PURPOTEDLY AROSE FROM THE USE OF SERVICES.

7.4 This warranty gives You specific legal rights; You may have others which may vary from state to state, region or country. Some states, regions or countries do not allow the exclusion of incidental or consequential damages, or the limitation of how long an implied warranty lasts, so some of the above may not apply to You.

 

8. Beta Feature Access

8.1 Customers of Xebrio project management software may be invited to the pre-release version of Xebrio, which may be identified to users as ‘alpha’, ‘beta’, ‘early access version’ (collectively, ‘Beta Access’). The Beta Access will be considered part of the Services, and all provisions of these Terms relating to the Services shall also apply to the Beta Access.

8.2 Beta Access may consist of partially functional or non-functional features of the Services, and the use of Beta Access features also authorizes and provides Xebcore access to Your Service Data in order to enhance, revise, or otherwise modify Services.

8.3 You acknowledge that Beta Access is optional, and if You elect to use a Beta Access, You agree to do so at Your own risk.

 

9. Payments

9.1 Free Trials

Users who subscribe for the free trial of Xebrio get 30-day free trial access to the trial version of Xebrio. You can cancel Your Subscription Plan at any time during the free trial. To continue using Xebrio at the end of the thirty-day free trial, You have to choose a paid plan, for which You can pay monthly or annually. When the free trial ends, You shall no longer have access to the Services, and the free trial terms shall no longer apply. During the 30-day Free Trial, You may (i) export Your Data from the Services by using the data export function within the Xebrio platform; or (ii) may contact Xebrio customer support to upgrade to a paid Subscription Plan. Your data may be stored with us for a period of ninety days after the free trial and non-renewal of the Subscription Plan.

9.2 Automatic Renewals

To provide continuous Services, Xebrio automatically renews each paid Subscription Plan every month or on an annual basis (“Subscription Fee”). Your Subscription Plan renews on the same terms until You cancel at any time by using any of the authorized cancellation methods. A cancellation is effective on the next renewal date of Your Subscription Plan following Your notice of cancellation, and You may continue to use the Services until that time.

9.3 Billing Information

You must provide and at all times maintain accurate, complete, and current billing information, including but not limited to Your billing address, credit card number, and credit card expiration date. If You fail to disclose any such information, You agree that Xebrio may continue to charge You for any use of the paid Subscription Plan unless You have terminated Your paid Subscription Plan as set forth herein. If You become aware of a potential breach of security to Your billing information (such as credit card loss or theft), You must notify the Company immediately.

9.4 Collection of Fees

If Xebrio is unable to collect any fees owed on Your Account, You agree that the Company may take any actions it deems necessary to collect such fees from You, including suspension or termination of Your Account. You also agree that You will be responsible for all costs and expenses incurred by the Company, such as court costs, collection fees, and attorneys’ fees incurred in connection with such collection efforts.

9.5 Non-Use of Account

If Your Customer Account is active and in good standing, You are charged the Subscription Fee even if You never use the Services. You acknowledge the significant time and effort Xebcore spends up-front to implement our Services and, accordingly, You are not eligible for any refund, including for partially used Subscription Plan or downgraded Subscription Plan during a billing period. You may cancel Your paid Subscription Plan at any time.

9.6 Additional Fees

The Company reserves the right to quote additional fees for particular Services that may be arranged by a mutual written agreement or paid for via Invoice. If the Company has entered into a separate invoicing contract with You, You agree to pay all undisputed invoices within 30 days, unless different payment due terms are agreed in such a contract, and You agree that the Company may charge a rebilling fee of 1.5% monthly (or the highest rate permitted by law) for past due invoices; You acknowledge that the Company’s detriment for Your late payment is difficult to ascertain at this time but that this rebilling fee is a reasonable estimate.

9.6 Price Changes

The Company may modify its Subscription Plan at any time and from time to time with 30 days’ advance notice. In the event Your Subscription Plan has been modified, You may be required to pay a higher fee when such modification becomes effective. You will be notified at Your email address and you may exercise the opportunity to cancel Your Subscription Plan. However, You agree that if You continue to access or use Services in any manner, You will be deemed to have agreed to the terms of the modified Subscription Plan including any higher fee rate that may be applicable.

 

10. Plan Upgrades/Downgrades, Cancellation, and Termination

10.1 Plan Upgrade/Downgrades

You may downgrade or upgrade Your plan at any time during an active Subscription Plan. You may also cancel Your Subscription Plan by emailing Xebrio support at [email protected]. However, the Company shall not be responsible for any data loss or other loss should You choose to modify Your Subscription Plan.

10.2. Cancellations

You may cancel Your paid Subscription Plan through admin section of Your Xebrio Customer Account, or by sending an email to Xebcore at [email protected]. In such a case, Your paid Subscription Plan will terminate at the end of the Subscription Plan term for which You have paid, and You will not receive any refund for any unused days of such Subscription Plan term or for any TP billing fees You incur, such as for money conversion, rate fluctuations, bank transaction fees, overdraft fees, etc.

10.3 Termination

You agree that Xebcore may, without prior notice, immediately terminate Your Xebrio Account and restrict Your access to the Services and to Xebcore Content. Such termination may be made in Xebcore’s sole and absolute discretion with or without cause. For illustrative purposes only, the situations in which Xebcore may terminate Your User or Customer Account and access to the Services shall include, but not be limited to: (a) requests by law enforcement or other government agencies; (b) breach or violation of the Terms of Services or other incorporated agreements or guidelines; (c) a request by You (self-initiated User or Customer Account deletions): (d) discontinuance or material modification to the Services (or any part thereof): (e) unexpected technical or security issues or problems; (f) extended periods of inactivity; (g) engagement by You in fraudulent or illegal activities; (h) nonpayment of any fees owed by You in connection with the Services; and/or (i) if we believe You have furnished us with false or misleading information, or interfered with other users’ use of the Services.

 

1. Privacy Policy

The Privacy Policy is expressly incorporated herein by reference and describes the types of Personal Data we obtain, how we may use that personal information, with whom we may share it, and how You may exercise Your rights regarding our processing of that information. Please read our Privacy Policy, which also describes the measures we take to safeguard the Personal Data we obtain and how You can contact us about our privacy practices.

1. Our Proprietary Rights
   1. You understand, acknowledge and agree that Xebcore is the sole and absolute owner of all rights, interest, and title, including all intellectual property rights relating to the Services and to Xebcore Content, and any necessary application used in connection with the Services.

12.2 By becoming a user of the Services, You hereby grant Xebcore a limited, non-transferable, irrevocable, worldwide, and perpetual license and right to use and display Your company’s name, trademarks, service marks, and logo solely for the purpose of displaying on the Services and Xebcore Content. as our existing user of our Services and Xebcore Content. In case You would like us not to use Your company’s name, trademarks, service marks, and logo on the Services, You can write to us at [email protected].

1. General 

13.1 Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and You agree that all agreements, notices, disclosures, and other communications we provide to You electronically, via email and via the Services shall be deemed to be written communication, and as such shall satisfy any legal requirement that such communication be in writing.

13.2 You hereby agree to the use of electronic signatures, contracts, orders, and other records and electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Services. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

13.3 These Terms and any policies or operating rules posted by us on the Services or with respect to the Services constitute the entire agreement and understanding between You and us.

13.4 Our failure to exercise or enforce any right pursuant to or arising from these Terms of Service against a breach of the provision(s) herein, shall not be construed as a continuing waiver of such right against the same, similar, or other breach of the provision(s) of these Terms, or a waiver of any other right whether in law or in equity.

13.5 We may assign any or all of our rights and obligations to others at any time.

13.6 We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

13.7 If any provision or part of a provision of these Terms is held by a court or arbitrator of competent jurisdiction to be unlawful, void, or unenforceable, that provision or part of the provision shall be severed from these Terms of Service, and the validity and enforceability of any remaining provisions shall not be affected in any manner.

13.8 No joint venture, partnership, employment, or agency relationship is created, or attempted to be created, between You and Xebcore as a result of these Terms of Service or use of the Services and Xebcore Content by You.

13.9 ‘Xebrio’ is a registered trademark belonging exclusively to Xebcore. You are not permitted to use it without our approval unless it is part of the material our Services explicitly states You are permitted to use.

13.10 A person who is not a party to these Terms of Service shall have no right to enforce any right provided by these Terms.

13.11 To resolve a complaint regarding the Services, or to receive further information regarding the use of the Services, or to discuss the results of any automated decision or get clarification about any decisions or Services provided, or for any other enquiry or comment, please contact us by [email protected] or by mail to the following current address (or to such other address that Xebcore may publish online from time to time):

Xebcore Inc.

95 South Market Street, Suite 500

San Jose, United States, CA 95113

United States

 

13.12 Unless specifically superseded by the provisions of subsequent documents, by default, these Terms  shall be governed by the laws of the State of California, U.S.A. (without regard to any conflict of laws principles and, if applicable, the United Nations Convention on Contracts for the International Sale of Goods), with exclusive jurisdiction in Santa Clara County, California. If California laws do not apply then United States federal laws shall apply without reference to any conflict of law provisions. All legal proceedings (in competent California State court, US federal court, or arbitration) shall be initiated within Santa Clara County, California. To the extent possible, all disputes (with the exception for legal action relating to injunctive or equitable relief) shall be subject to binding arbitration under the rules and auspices of Judicial Arbitration and Mediation Services (“JAMS”) by a single arbitrator whose written decision based on legal doctrine and legal reasoning, shall be final. Notwithstanding, legal action for injunctive or other equitable relief may be initiated in competent California State courts or otherwise in competent US federal courts.

13.13 These Terms of Service shall not be modified unless such one or more changes are initiated by Xebcore on its online website.

13.14 The English language shall be the sole language for any correspondence, communication, or dispute resolution including in any legal proceedings.