Please read this Agreement carefully before accessing or using the Website, services and products. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by XQ Message, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.
Electronic Communications. When you visit the Website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
1. Intellectual Property. All content included on this Website, such as text, graphics, logos, button icons, images, digital downloads, data compilations, and software, is the property of XQ Message and protected by US and international copyright laws. The compilation of all content on this Website is the exclusive property of XQ Message and protected by US and international copyright laws. All software used on this Website is the property of XQ Message or its software suppliers and protected by US and international copyright laws. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any XQ Message.
2. Your XQ Message Account and Site. If you use this Website, you are responsible for maintaining the confidentiality of your XQ Message account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. XQ Message reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion.
3. Changes. XQ Message reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. XQ Message may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
4. Payment and Renewal.
5. General Terms. Optional paid services are available on the Website (any such services, an "Upgrade"). By selecting an Upgrade you agree to pay XQ Message the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.
6. Automatic Renewal. Unless you notify XQ Message before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time in the Upgrades section of your site's dashboard.
7. Cancellation and Termination. You are solely responsible for properly canceling your account. All of your content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is canceled. All service charges accrued up until the cancellation date must be paid in full. XQ Message, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other XQ Message service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your Account. XQ Message reserves the right to refuse service to anyone for any reason at any time. All provisions of this Agreement which by their nature should survive cancellation or termination shall survive cancellation or termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
8. Limitation of Liability. In no event will XQ Message, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to XQ Message under this agreement during the twelve (12) month period prior to the cause of action. XQ Message shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
Indemnification. You agree to indemnify and hold harmless XQ Message, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
Miscellaneous. This Agreement constitutes the entire agreement between XQ Message and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of XQ Message, or by the posting by XQ Message of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; XQ Message may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.