PLEASE READ THIS TERMS & CONDITIONS AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY X3 EXCHANGE. (“COMPANY” OR “X3E”). BY ENGAGING IN THE SERVICES OF THE PLATFORM THROUGH CREATION OF A “USER ACCOUNT”, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY COMPANY. COMPANY’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
The Web pages available at www.X3E.com, and all linked pages unless indicated otherwise (“Site”), are owned and operated by Company, and are accessed by you (“User”) under the following terms and conditions:
1. ACCESS TO SERVICES
Subject to the terms and conditions of this Agreement, Company may offer to provide certain services that relate to facilitating the purchase and sale of Internet advertisements by bringing together Internet advertisers and visitors, as described more fully on the Site, and which are selected by User through the process provided on the Site (“Services”). Company may change, suspend or discontinue the Services (or User’s access thereto) at any time, including the availability of any feature, advertisement or content, without notice or liability. Company reserves the right, at its discretion, to refuse to allow access to the Services to any applicant at any time. Company also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending User a notice via email or postal mail. Use of the Services by User following such notification constitutes User’s acceptance of the modified terms and conditions. User certifies to Company that if User is an individual (i.e., not a corporation) User is at least 18 years of age. User also certifies that it is legally permitted to use the Services and access the Site, and takes full responsibility for the selection and use of the Services. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.
3. COMMUNICATIONS SOLELY WITH COMPANY
User agrees to direct to Company and not to any advertiser or visitor, as the case may be, all communications regarding any matter arising out of Users use of the Services.
The Site and its contents are protected by U.S. and international copyright laws and are intended solely for the use of Company Users and may only be used in accordance with the terms of this Agreement in connection with authorized use of the Services. All materials displayed or performed on or accessible through the Site or Services (including, but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, also known as the “Content”) are protected by copyright. The term “Content” as used herein specifically includes any advertising or other content made available or submitted by any User or advertiser. User shall abide by all copyright notices, information, and restrictions contained in any Content accessed in connection with the Services. User acknowledges and agrees that if User uses any of the Services to contribute or make available Content, Company is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to allow others to do so in connection with the Services and the Site.
User (whether an advertiser, user, visitor or otherwise) warrants, represents and agrees that it will not contribute, submit or make available through the Services, or use the Services in connection with, any Content that is infringing, libelous, defamatory, obscene, abusive, offensive or otherwise violates any law or right of any third party. Company reserves the right to remove any Content from the Site at any time, or to terminate User’s right to use the Services or access the Site, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that User may have breached the terms of this paragraph), or for no reason at all, subject to the provisions of paragraph 14 (Termination).
User is responsible for all of its activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of User’s right to use the Services or to access the Site. Use of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including materials that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. User will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Site, or any processes that run or are activated while the User is not logged in.
User acknowledges and agrees that Company has no special relationship with or fiduciary duty to User unless otherwise stated and that Company has no control over, and no duty to take any action regarding: which users gains access to the Site or Services; what User accesses or receives via the Site or Services; what Content other Users may make available, publish or promote in connection with the Services; what effects any Content may have on User or its users or customers; how User or its users or customers may interpret, view or use the Content; what actions User or its users or customers may take as a result of having been exposed to the Content, or whether Content is being displayed properly in connection with the Services.
User releases Company from all liability in any way relating to User’s acquisition (or failure to acquire), provision, use or other activity with respect to Content in connection with the Site or Services. The Site may contain, or direct User to sites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the Site or Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or Services. Company makes no guarantee regarding the level of impressions of or clicks on any advertisement, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to User in connection with the Services.
THE SERVICES, CONTENT AND SITE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY ADVERTISMENTS, AND USER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with User’s use of the Services.
8. REGISTRATION AND SECURITY
As a condition to using Services, User may be required to register with Company and select a password and User name (“email address or User ID”). User shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account. User may not (i) select or use as an email address or User ID a name of another person with the intent to impersonate that person; (ii) use as an email address or User ID a name subject to any rights of a person other than User without appropriate authorization; (iii) register for the Services using more than one User ID. Company reserves the right to refuse registration of, or cancel a User at its discretion. User shall be responsible for maintaining the confidentiality of User’s Company password.
User will indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of User’s access to the Site, use of the Services, the violation of this Agreement by User, or the infringement by User, or any third party using the User’s account, of any intellectual property or other right of any person or entity.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY USER THEREFOR; OR (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO USER.
11. FEES AND PAYMENT
Some of the Services require payment of fees. User shall pay all applicable fees, as described on the Site in connection with such Services selected by User. Company reserves the right to change its price list and to institute new charges at any time. If User is past due on any payment to Company in connection with the Services, Company reserves the right to suspend User’s account until all outstanding payments have been made and pursue whatever legal remedy is available in recovering payment.
User agrees not to disclose Company Confidential Information without Company’s prior written consent. “Company Confidential Information” includes without limitation: (i) all Company software, technology, programming, technical specifications, materials, guidelines and documentation User learns, develops or obtains that relate to the Services or the Site; (ii) statistics relating to Site performance in the Services provided to User by Company; and (iii) any other information designated in writing by Company as “confidential” or any designation to the same effect. “Company Confidential Information” does not include information that has become publicly known through no breach by User or Company, or information that has been (a) independently developed without access to Company Confidential Information as evidenced in writing; (b) rightfully received by User from a third party; or (c) required to be disclosed by law or by a governmental authority.
13. INFORMATION RIGHTS
Company may retain and use for its own purposes all information User provides, including but not limited to contact and billing information. User agrees that Company may transfer and disclose to third parties personally identifiable information about User for the purpose of approving and enabling User’s participation in the Services, including to third parties that reside in jurisdictions with less restrictive data laws than User’s own jurisdiction. Company disclaims all responsibility, and will not be liable to User, however, for any disclosure of that information by any such third party. Company may share aggregate (i.e., not personally identifiable) information about User with advertisers, business partners, sponsors, and other third parties. Additionally, User grants to Company a non-exclusive license to republish in any medium advertisements, web pages, banners, photos, images, interstitials or other content for purposes of marketing Company products and services.
Either party may terminate the Services at any time by notifying the other party by any means. Company may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if User breaches any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the User’s account, User’s right to use the Services will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, and limitations of liability.
15. REPRESENTATIONS AND WARRANTIES
User represents and warrants that (i) User is the owner of each advertisement User designates in connection with the use of Services or that User is legally authorized to act on behalf of the owner of such advertisement for the purposes of this Agreement, and (ii) User has all necessary right, power and authority to enter into this Agreement and to perform the acts required of User hereunder. User further represents and warrants that each of User’s advertisements and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (c) are not hate-related in content.
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. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Company’s prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state of Georgia without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Company in any respect whatsoever.