The following are the terms and conditions which shall govern the provision of the Services.
By accessing the Website and/or using the Services, you, as the Subscriber, agrees to be bound by the terms of this Agreement.
1.1. "Agreement" means this Agreement and the Terms and Conditions of Use contained herein;
1.2. "Demo Period " means the period for which the Subscriber may use the Services free of charge.
1.3. "Government Entity" means:
1.3.1. any federal, provincial, local, municipal or other government;
1.3.2. any governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, entity or self-regulatory organisation and any court or tribunal); and
1.3.3. any agency, authority, board, bureau, commission, department or office of any nature whatsoever of any federal, provincial, local, municipal or other.
1.4. " Personal information " means any private information obtained electronically or otherwise, which relates to an identifiable person (whether natural or juristic), and which, alone or jointly with other information, can be used to identify a person. Personal information shall include but is not limited to, your name and surname, age, date of birth, identity number and/or social security number contact details (e.g. your physical address, email address or telephone number), physical location and information relating to your finances.
1.5. " Processing " means any operation or activity (whether automatic or not) concerning the collecting, receiving, recording, organising, retrieving or using personal information; or disseminating, distributing or making such personal information available to any third party.
1.6. " Service providers " means any third-party operator used by Xineoh to inter alia store and/or process data.
1.7. "Services" means the recommendation and prediction services offered by Xineoh on the Website.
1.8. " Services Plans " means the different paid services options as set out on the Website.
1.9. "Subscriber" means any individual or corporation that accesses the Website or makes use of the Services. When the Subscriber is a corporation, the obligations of the Subscriber shall extend to the corporation's officers, directors, representatives, employees, agents or contractors who use the Website or request the Services on behalf of the corporation. Notwithstanding the foregoing, the Grant of License shall not extend to a corporation's officers, directors, representatives, employees, agents or contractors acting in their personal capacity.
1.10. "Website" means https://xineoh.com
1.11. " Xineoh " means Xineoh Technologies Inc, or any of its subsidiaries.
2.1. Xineoh owns all rights, titles and interests in all materials displayed or transmitted on the Website and by means of the Services, including but not limited to algorithms, software, the underlying HTML code, text, photographs, images, illustrations, video and audio clips, graphics, databases and the selection and organisation of information, including copyright, intellectual property and other proprietary rights.
2.2. These rights are subject only to the ownership of information and data provided by Government Entities and third-party suppliers in connection with the provision of the Services and any third-party links, video and audio clips, photographs and images that are posted on the Website.
3.1. The word 'Xineoh' and the term 'predicting consumer behaviour with AI' are trademarks of Xineoh.
3.2. All other products, services, logos, descriptive marks and company names mentioned on the Website or in any documents provided by Xineoh as part of the Services, may be trademarks of their respective Owners.
3.3. Use of any trademark displayed on the Website or in any documents without the written consent of the owner is prohibited.
4.1. Xineoh grants to Subscriber a non-exclusive, non-transferable licence to use the Services for its business purposes and only in accordance with and subject to this Agreement, which terms the Subscriber accepts.
5.1. The Services are provided solely for the Subscriber. The Subscriber shall not provide and/or allow access or use of the Services to any other persons and/or entities without the express written consent of Xineoh.
5.2. The Subscriber shall not:
5.2.1. Make the Services available to any other person and/or entity or use the Services for the benefit of anyone other than the Subscriber;
5.2.2. Sell, resell, license, sublicense, distribute, make available, rent or lease the Services;
5.2.3. Rent, lease, sell, cede, license, sub-license, publish, display, distribute, disseminate, assign or otherwise transfer the license granted to Customer to a third party;
5.2.4. Use the Services in a manner which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit image, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or is otherwise illegal or causes damage or injury to any person or property;
5.2.5. Attempt to gain unauthorised access to any component of the software of the Services or its related systems or networks;
5.2.6. Modify, copy, reproduce, or create derivative works based on the software of the Services or any part, feature, function, or user interface thereof;
5.2.7. Remove, add, alter,or obscure any trademarks, trade names, logos, patent or copyright notices or markings, proprietary and/or other legal notices on or in the software of the Services;
5.2.8. Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
5.2.9. Incorporate the Services into any other software or hardware product;
5.2.10. Adapt, reproduce, translate, modify, disassemble, decompile, reverse engineer and/or otherwise interfere with the Services, any software, applications or programs used in connection with the Services;
5.2.11. Create or launch any programs or scripts for the purpose of unduly burdening or hindering the operation and/or functionality of any aspect of the Services;
5.2.12. Post, upload and/or transmit any information or software containing a virus, "cancelbot", "Trojan horse", "worm", or other harmful or disruptive component or commit any act which may compromise the security of the Services in any way;
5.2.13. Remarket or sublicence the Services, or in any way grant rights to the Services to any other party;
5.2.14. Alter the contents or format of the Services or merge them with other data or reports for commercial resale;
5.2.15. File, enter or upload, or attempt to file, enter, upload or enter information which is false, misleading and/or inaccurate.
5.2.16. Attempt to gain unauthorised access to or impair any aspect of the Services or its related systems or networks; and
5.2.17. Engage in any conduct that could possibly damage our reputation or be considered disreputable.
5.3. In using the Services, Subscriber shall ensure its compliance with all laws and government regulations, including those relating to and/or concerning the use and application of the Services.
6.1. The Subscriber shall:
6.1.1. Be responsible for acquiring, installing, operating and maintaining, at the own risk and expense of the Subscriber, any computer(s), mobile device(s), communications facilities and communications equipment or software required to access the Services.
6.1.2. Be responsible for ensuring that the restrictions applicable to the use of the Services are complied with.
6.1.3. Cooperate with Xineoh and other authorities in the investigation of suspicious or potentially illegal use of the Services.
6.1.4. Be solely responsible for ensuring the accuracy and completeness of any forms or data collected and prepared by the Subscriber and submitted through the Service.
6.1.5. Be responsible for protecting its username and password provided by Xineoh from unauthorized disclosure or use. In the event of unauthorized access to the Services,
6.1.6. Immediately notify Xineoh of any unauthorized use of its username or any other security breach relating to the use of the Services.
7.1. The Subscription Fees for the various Services provided by Xineoh are posted on the Website and are subject to change without prior notification to the Subscriber.
7.2. The Subscriber shall not be eligible to receive a refund for the Services once the completed electronic subscription forms and/or other Subscriber input has been received and processed by Xineoh.
7.3. Any requests for refunds shall be addressed to Xineoh by email, and shall be directed to firstname.lastname@example.org.
7.4. If the Subscriber's request for a refund is received before the subscription information has been processed by Xineoh or submitted to a third party for processing, Xineoh will refund the full price of the Services to the Subscriber.
7.5. Under no circumstances shall the Subscriber request a chargeback or reversal of a credit card transaction from its financial institution. Any attempt to chargeback shall constitute a material breach of the terms of this Agreement.
8.1. Should the Demo Period option be selected by the Subscriber, the Subscriber's access and use shall be strictly limited to the Demo Services, as set out in the Demo Option Structure on the Website.
8.2. The demo period shall be 30 days, calculated from the date of the activation of the Demo Period by the Subscriber.
8.3. The Subscriber will not be liable for the use of the Demo Services during the course of the demo period.
8.4. Upon the lapse of the Demo Period, the Subscriber shall be granted a 48-hour period to subscribe to any of the paid Services listed on the Website, failing which the Subscriber's account and all its data shall be removed.
8.5. Xineoh reserves the right to suspend the Demo Period without any prior notice to the Subscriber should Xineoh reasonably believe that the Subscriber breached the terms of this Agreement.
9.1. It is recorded that in rendering the Services, Xineoh collects, processes and stores the Personal Information of the Subscriber, its customers, consultants, employees, and other data subjects.
9.4. The Subscriber represents and warrants that it complies with applicable privacy legislation concerning the release of the information that it provides to Xineoh. The Subscriber warrants that it is in lawful possession of the data uploaded to the Service and indemnifies Xineoh against any liability, loss or damage pertaining to such data.
9.5. Any data uploaded by the Subscriber for the purpose of using the Services shall be uploaded in accordance with the instructions set out on the Website at https://xineoh.com/getting-started/introduction.
9.6. Xineoh shall not be held liable for any delays, delivery failures, damages or losses of any nature whatsoever resulting from the Subscriber failing to comply with the said instructions.
9.7. The Subscriber hereby represents and warrants that it has the authority or express permission to provide and release to Xineoh all information needed to perform the Services.
10.1. Unless expressly required by applicable law, Xineoh disclaims any representations, warranties or conditions, express or implied, with respect to the Services, including those of performance or merchantability or fitness for a particular purpose, or that functionality and performance of the Service will meet Subscriber's requirements. Xineoh provides the Website and the Services on an "as is" basis. Without limiting the generality of the foregoing, Xineoh does not warrant that:
10.1.1. The Services will be uninterrupted, timely, secure or error-free; and
10.1.2. The results obtained from the use of the Services will be accurate, up-to-date or reliable.
10.2. Xineoh shall not be liable for any loss or injury arising out of Subscriber's negligent conduct arising from its use of the Website or the services. Without limiting the generality of the foregoing, Xineoh shall not be liable for errors or inaccuracies in the information Subscriber provides to Xineoh.
10.3. Xineoh makes no warranties or representations concerning information or data from third-party suppliers or Government Entities that it passes on to the Subscriber.
10.4. Xineoh shall not be liable for any loss arising out of or caused, in whole or in part, by negligent acts or omissions of any third-party that participates in the supply of the services, including without limiting the generality of the foregoing, any Government Entity or third-party supplier of Xineoh.
10.5. Xineoh shall not be liable for any viruses or other damage to any software programs, computers, mobile phones or communications devices that arise from the Subscriber accessing the Website or the Services.
10.6. Xineoh shall not be liable for indirect, consequential, punitive or special damages of the Subscriber or of any third-party claimed against the Subscriber, including without limitation, damages for loss of profits or revenue, failure to realize expected savings, lost or damaged data or any other commercial or economic loss, however derived, even if Xineoh has been advised of the possibility of such damages.
10.7. Notwithstanding any other provision of this Agreement, the maximum aggregate liability shall not exceed the amount paid by the Subscriber for the Services minus the amount paid to third-party suppliers in connection with the provision of the services.
11.1. Xineoh may disable Subscriber's account and discontinue the Services provided thereunder immediately if the Subscriber: -
11.1.1. fails to pay Xineoh's fees immediately after they become due; or
11.1.2. breaches the terms or conditions of this Agreement or fails to meet any of its obligations hereunder.
11.2. Xineoh may disable the Subscriber's account and/or refuse the Subscriber's future use of the Services and prohibit access to the Services for any reason upon 30 days written notice to the Subscriber.
12.1. This Agreement shall be governed and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.
12.2. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the courts in the City of Vancouver.
13.1. Subscriber may not assign, sublicense or otherwise transfer this Agreement and any rights arising therefrom in whole or in part without Xineoh's prior written consent. Xineoh may transfer or assign this Agreement and the rights or obligations hereunder without Subscriber's consent.
14.1. Xineoh may, from time to time, in its sole and absolute discretion, or as required by law, amend the content, format and/or functionality of the Services.
14.2. Xineoh reserves the right to amend the terms of this Agreement from time to time upon notice to the Subscriber posted on the Website. Xineoh further reserve the right to change or discontinue any aspect of the services provided by Xineoh at any time, without prior notice to the Subscriber.
14.3. The amended version of the Terms and Conditions of Use shall supersede and replace all previous versions thereof. Should the Subscriber continue to use the Services after notice of amendment of the Agreement has been posted on the Website, it shall be deemed that the Subscriber agreed to the amended terms of the Agreement.
15.1. Xineoh shall not be responsible for any delay in or failure to deliver or perform its obligations to the extent that such failure or delay is due to events or circumstances outside of its control, including but not limited to pandemics, war, terrorism, fire, flood, acts of God, strikes, lockouts, labour disputes, acts of third parties and acts of Government Entities.
16.1. We furthermore record that we cannot guarantee that the Services will always be available and/or available without interruption. Whilst we endeavour to ensure that the Services are available 24 hours a day, we reserve the right to suspend such access in the event of a system failure, maintenance or repair or any other reason beyond our control.
16.2. We also do not guarantee that the Services is and shall be free from errors or that the content thereof is suited to your particular requirements. We further cannot guarantee that the data you provide will not be intercepted while being uploaded.
18.1. In the absence of an express written notice to the contrary, Xineoh's delay in or failure to exercise any right or remedy under this Agreement shall not be construed as a waiver of any such right or remedy. Xineoh's waiver of any right or remedy under this Agreement in a single instance shall not be deemed to be a waiver of any right or remedy available thereafter.
19.1. If any provision of this Agreement between us is deemed to be invalid, unlawful or unenforceable to any extent, that provision or the relevant part thereof shall be amended or severed from the remaining provisions, in such a way as to make the remaining provisions of the Agreement valid, lawful and enforceable.
20.1. Xineoh can be contacted on:
Suite 2400, 1055 West Georgia Street, Vancouver,
British Columbia, V6E 3P3, Canada
20.2. The above address, email address and telephone number shall constitute the chosen domicilium citandi et executandi for all purposes under these Terms and Conditions of Use, whether in respect of court process, notice, or other documents or communication of whatsoever nature.