In subscribing to Xtroo services, you have accepted the purchase order as presented to you by Xtroo or our designated affiliates. By your subscription, acceptance of the purchase order, and /or any use of Xtroo products or services, you or the entity that you represent (“Customer”), are unconditionally consenting to be bound by these Terms and Conditions and the applicable purchase order (The Agreement”). This Agreement is effective as of the date of Subscription.
You represent and warrant that you have the necessary power and authority to enter into this Agreement on the behalf of yourself and/or the entity you represent. You further agree to perform the obligations hereunder.
Subject to the terms and conditions of this Agreement, during the Term, Xtroo grants you a limited, non-exclusive, non-transferable, non-sub-licensable, non-assignable license to access and use the selected proprietary application programming interface solely to implement, integrate and use the Xtroo Services for personal or business purposes.
Xtroo makes the API available to you electronically, requiring an Xtroo API Key for you to access the services. As a condition of receipt and use, of this Key it is acknowledged that API key is to be kept private. It may not be shared or otherwise disclosed to third parties. You acknowledge that it is your responsibility to protect this API Key.
Provision of the Xtroo Service is conditioned upon Customer’s proper use of the Xtroo API. Except as expressly authorized under this Agreement, Customer may not:
As part of the Xtroo Service, Xtroo collects and generates certain content by aggregating information regarding publicly available web pages utilizing Xtroo’s proprietary technology. As part of the API Service, certain Data is made publicly available to end-users. Data does not contain any personally identifiable information regarding any end users. Xtroo owns all right, title and interest in and to all compiled Data and cataloging of Data as presented.
Xtroo hereby grants a non-transferable, non-exclusive license to use Xtroo’s trademarks during the Term to display the Xtroo icon and to advertise the use of Xtroo’s API on your site or service. Licensee hereby grants to Xtroo a non-transferable, non-exclusive license under Licensee’s trademarks during the Term to advertise that Licensee is using Xtroo’s Services. Each party will submit advertising materials containing the other party’s trademarks to the other party before release to the public for inspection, and such other party will have the right to modify any such advertisements. Except as set forth in this Section, nothing in this Agreement shall be considered a grant or shall be deemed to grant to one party any right, title or interest in or to the other party’s trademarks. All use of Licensee’s trademarks by Xtroo shall inure to the benefit of Licensee and all uses of Xtroo trademarks by Licensee shall inure to the benefit of Xtroo.
Unless parties have specifically agreed otherwise in a negotiated or customized Purchase Order, this Agreement shall have an initial term of 30 days from the date of the Invoice (“Initial Term”). Thereafter, this Agreement will be extended automatically on an monthly basis unless cancelled. This Agreement may be terminated:
Unless otherwise set forth in a separate Purchase Order, terms of payment shall be due according to published subscription rates.
You may cancel your monthly subscription at anytime and you will not be charged for the following month(s). However Xtroo will not issue a refund for the current month.
Any personal information collected from Customer will be securely held and processed in accordance with local law and will never be shared with or sold to third parties.
Xtroo may immediately suspend access to the Xtroo API and/or terminate this Agreement at any time, with or without cause. If you wish to terminate this Agreement you may do so by discontinuing use of the services. Xtroo will not be liable for any costs, expenses, or damages as a result of either party choosing to terminate this Agreement. Upon termination of this Agreement, you will promptly cease using the Services and Content.
You acknowledge that all title, intellectual property, and licensing rights to the content or data available through Xtroo Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties. In all output, products or services provided to you, Xtroo expressly reserves any and all rights not specifically granted to you herein. Further, you understand that Xtroo may retain a copy of the metadata generated by the Xtroo Services. By generating metadata through Xtroo Services, you grant Xtroo a non-exclusive perpetual, sub-licensable, royalty-free license to that metadata.
If you believe that your own copyrighted work is accessible on the Service in violation of your copyright, you may provide our Designated Agent with a written communication as set forth in the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(3) that contains the following written information: A description identifying in sufficient detail the copyrighted work or intellectual property that you claim has been infringed so it may be accurately located using the URL. Where multiple works are at issue please provide a list of URLs or sufficient information to locate the alleged infringing material.
The Xtroo API, all related Services and Data are provided “AS IS” on an “AS AVAILABLE” basis without warranty or condition of any kind. Xtroo disclaims all warranties; express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, and any warranties or conditions arising out of course of dealing or usage of trade. Xtroo is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the API.
You will defend, indemnify and hold Xtroo harmless against any third party claims, liabilities or expenses incurred (including reasonable attorneys’ fees), as well as amounts finally awarded in a settlement or by a court arising from any claim or allegation by a third party arising out of:
IN NO EVENT WILL XTROO BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR USE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE CONTENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement will be governed by and construed in accordance with the laws of the United Kingdom (“UK”), excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively to the state courts located in the UK and you hereby irrevocably consent to the personal jurisdiction and venue therein. If any action is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. You may not assign this Agreement by operation of law or otherwise, without Xtroo ‘s express prior written consent. Any attempt to assign this Agreement without consent will be null and void. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement. If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof.