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User Agreement

 

This User Agreement (“Agreement”) is by and between the company or individual specified during this online registration process (“User” or “you”) and Xeneros, LLC, an Indiana limited liability company (“Company”). User and Company are collectively referred to as the “Parties” or individually as a “Party”.

 

The policies, terms and conditions below limit Company’s liability and obligations to you and allow Company to change, suspend or terminate your access to and use of the online portal and site located at https://apps.xeneros.net/Indy/CT (the “Site”) and the “Xeneros Platform” (as defined below). We urge you to carefully read the following terms and conditions. This Agreement may be modified at any time by Company without prior notice to you or the need to obtain your prior consent. Your access to and use of the Site and the Xeneros Platform is also governed by information and guidelines, including the Privacy Policy made available on the Site. To the extent that there are any conflicts between the terms, conditions or policies of this Agreement and the information and guidelines included on the Site, the terms, conditions and policies of this Agreement will govern.

 

Company operates and maintains the Site as an online portal that allows Users to upload, store, and track licensing and regulatory requirements and prior performance for certain professions (“Content”) (collectively, the “Xeneros Platform”). User is responsible for all Content uploaded, posted or stored through the Xeneros Platform. User is responsible for any lost or unrecoverable Content, and Company shall not be responsible for the Content or data you submit through the Xeneros Platform. User agrees and acknowledges that the Xeneros Platform only stores and tracks Content and does not make any payments to any third parties or otherwise satisfy any filing or payment obligations with respect to the licensing or continuing education regulatory requirements, and that User is solely responsible for all filing and payment obligations related thereto.

 

USER UNDERSTANDS THAT BY CHECKING THE BOX AND CLICKING THE “SUBMIT” BUTTON OR USING THE SITE OR THE XENEROS PLATFORM YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE XENEROS PLATFORM. IF YOU AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT BUSINESS.

 

1.                  Eligibility.

 

(a)                The Xeneros Platform is available only to legal entities or individuals who are at least eighteen (18) years old and capable of forming legally binding contracts. Without limiting the foregoing, the Xeneros Platform is not available to temporarily or indefinitely suspended Users.

 

(b)               User shall not be eligible to use the Xeneros Platform if User is: (i) a citizen of or resides in a country in which use of the Xeneros Platform is prohibited by law, decree, regulation, treaty or administrative act; (ii) a citizen or resident of, or located in, a country or region that is subject to U.S. sanctions or embargoes including without limitation Cuba, Iran, North Korea, Sudan and Syria; or (iii) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations.

 

2.                  General Obligations.

 

(a)                Company expects a consistent and high level of courtesy, respect and professionalism from all users of the Xeneros Platform, and Company reserves the right to expel or suspend you from using the Xeneros Platform at any time, in Company’s sole discretion, and such decision will be final. You agree to use good judgment when posting information, comments, feedback or other content on the Site or the Xeneros Platform, including any comments or feedback relating to other users, Company or any other third party. You may be held legally responsible for damages suffered by other users, Company or any third party as a result of legally actionable, defamatory or libelous comments, remarks or other information or content you post to the Site or the Xeneros Platform.

 

(b)               Company is not responsible for and does not monitor or censor content submitted to the Site or the Xeneros Platform for accuracy or reliability. However, Company reserves the right to remove or restrict access to any Content or other information posted or made available on the Site or the Xeneros Platform if ordered to do so by a court or if Company considers such information or content to be in violation of this Agreement. Violation of the Agreement may result in suspension or termination.

 

3.                  Registration.

 

(a)                User must register an account (“Account”) to make use of, and to make payments for, the Xeneros Platform. All information provided by User with respect to the Account must be true, accurate and complete. Company reserves the right to verify any and all information provided by User with respect to User’s Account.

 

(b)               All Account identity information must be real and verifiable. Each Account must be used by only one person, and each person is allowed to use only one Account. Company reserves the right to validate User information at any time, including, but not limited to, the verification of one or more official government or legal documents that confirm User’s identity. Failure to provide identity verification when requested is a violation of this Agreement. User is solely responsible for ensuring and maintaining the secrecy and security of the Account password. User agrees not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on Company. User will not allow third parties to perform any action or perform any services under User’s Account.

 

4.                  Use of the Xeneros Platform.

 

(a)                The Xeneros Platform is protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Xeneros Platform and only for the purposes described herein. Company reserves all other rights with respect to the Xeneros Platform. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Company grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Xeneros Platform. You agree not to use, nor permit any third party to use, the Xeneros Platform in a manner that violates any applicable law, regulation or this Agreement.

 

(b)               You agree not to use, nor permit any third party to use, the Site or the Xeneros Platform to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including, but not limited to: (i) illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage criminal or civil liability under any local, state, federal or foreign law; (ii) content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy; (iii) except as permitted by Company in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding; (iv) virus, trojan horse, worm or other disruptive or harmful software or data; and (v) any information, software or content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

 

5.                  Payment.

 

(a)                User shall pay Company the agreed upon amount according to the specified schedule (the “Subscription Fee”) for use of the Xeneros Platform. The Subscription Fee shall be paid in advance on the same day of each calendar month or year depending on which the specified schedule beginning after the User’s acceptance of this Agreement,  and shall be paid from the payment information stored in User’s Account, which shall include either: (i) a valid credit card acceptable to Company; (ii) a valid debit card acceptable to Company; or (iii) by another payment option Company provides to you in writing.

 

(b)               If the payment information in your Account is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account.

 

(c)                Company will automatically renew your monthly Subscription Fee at the current rates, unless your Account is cancelled or terminated under this Agreement.  The Company may increase the Subscription Fee at any time upon notice to the User.

 

            6.         Disclaimer. THE XENEROS PLATFORM IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE XENEROS PLATFORM IS WITH USER. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE XENEROS PLATFORM (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO WARRANTY THAT THE XENEROS PLATFORM WILL MEET USER’S REQUIREMENTS OR THAT THE XENEROS PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE XENEROS PLATFORM WILL BE CORRECTED. COMPANY MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE XENEROS PLATFORM OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE XENEROS PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER THROUGH THE XENEROS PLATFORM OR FROM COMPANY, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, “THE COMPANY PARTIES”) SHALL CREATE ANY WARRANTY. COMPANY DISCLAIMS ALL EQUITABLE INDEMNITIES.

 

            7.         Limitation of Liability. IN NO EVENT WILL ANY OF THE COMPANY PARTIES BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF THE AMOUNT PAID FOR THE XENEROS PLATFORM DURING THE SIX (6) MONTHS PRIOR TO SUCH CLAIM. COMPANY SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR USER’S USE OF THE XENEROS PLATFORM (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE XENEROS PLATFORM), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY AND EVEN IF ANY COMPANY PARTY HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES.

 

            8.         Exclusions and Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that any Company Party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the Company Party’s liability shall be the minimum permitted under such applicable law.

 

            9.         Indemnification. You agree to indemnify and hold Company and any Company Party harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Site or the Xeneros Platform or breach of this Agreement (collectively referred to as “Claims”). Company reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Company in the defense of any Claims.

 

            10.       Modifications to Site.

 

(a)                Company reserves the right in its sole discretion to amend this Agreement without advance notice to you. Modifications to this Agreement will be posted on the Site or made in compliance with any notice requirements set forth in this Agreement. If any modification is not acceptable to you, your only recourse is to cease using the Xeneros Platform. By continuing to use the Xeneros Platform after Company has posted any modifications on the Site or provided any required notices, you accept and agree to be bound by the modifications.

 

(b)                Except only as permitted above, no modification or amendment to this Agreement shall be binding upon either party unless in a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles and electronically transmitted .pdf versions of executed documents).

 

            11.       Termination. Company may immediately, in its sole discretion and without notice terminate this Agreement or suspend access to the Site or Xeneros Platform if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Site and Xeneros Platform and any outstanding payments will become due. Any termination of this Agreement shall not affect Company’s rights with respect to any User payments due and owing.  User may terminate this Agreement upon ten (10) days prior notice to Company.

 

            12.       Feedback and Suggestions. You agree that Company may use your feedback, suggestions, or ideas in any way, including in future modifications of the Site or the Xeneros Platform. You grant Company a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Company in any way.

 

            13.       Waiver of Breach.  The waiver by Company of a breach of any provision of this Agreement by User shall not operate or be construed as a waiver of any subsequent breach by User.

 

            14.       Notices. You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Xeneros Platform. Notices hereunder shall be invalid unless made in writing and given (a) by Company via email (in each case to the address that you provide), (b) a posting on the Site or (c) by you via email to feedback@xeneros.net or to such other addresses as Company may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

 

            15.       Assignment. The Company may assign its rights, interests, and obligations in this Agreement at any time without consent of the User.  The rights and obligations under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. 

 

            16.       Governing Law.  This Agreement and the provisions thereof shall be construed according to the laws of the State of Indiana, without giving effect to conflict of law principles and excluding the United Nations Conventions on Contracts for the International Sale of Goods (CISG).

 

            17.       Severability.  The terms of this Agreement are severable. If a clause herein is declared illegal or unenforceable by a court or body of competent jurisdiction, the remainder of the Agreement shall not thereby fail or be rendered void, but shall continue in full force and effect, with only the illegal or unenforceable provision rendered null and void and severed from this Agreement.

 

            18.       Entire Agreement.  This Agreement contains the entire Agreement of the Parties with respect to the matters contained herein.

 

            19.       No Third Party Beneficiary Rights.  This Agreement shall: (a) create rights and obligations only between Company and User; and (b) not create any rights for any other parties. For the avoidance of doubt, without any limitation, no other party shall be entitled to enforce the terms of this Agreement.