Terms Of Service – Xiveillance

Privacy Policy

xivalence endeavors to be as up front as possible about the personal information collected in our site. In an effort to maintain this stance, we provide this privacy statement.

Site Content

This site may contain links to other sites outside our control. xivalence is not responsible for the privacy practices or the content of such web sites.

Security

This site has security measures in place to protect the loss, misuse and alteration of the information under our control. xivalence takes every reasonable measure possible to ensure this information does not get compromised.

Information Collected

Information about your use of this website (including your IP address).
Information that you provide for the purpose of registering with the website and subscribing to the website services (including your name and email address).
Information about transactions carried out over this website (including use of the API and use of the internal messaging system).
Your mailing address and billing account information (if usage exceeds free metrics limits). Note that xivalence does not store any credit card billing information. A 3rd party online billing system, Authorize.net, is used to store and manage credit card information and the charge process so as to keep your information as secure as possible.
Any other information that you send to xivalence
This site uses cookies to store personal data. This practice is in no way an effort to compromise privacy but instead simplifies site administration and site use by recording commonly used data.
WE WILL NOT disclose your personal data to other organisations with the exception of our 3rd party billing system, Authorize.net. This includes your email address.

Cancellation/Termination of Account

You are solely responsible for properly cancelling your Account. To cancel your account, first delete each organization by accessing it through the Admin/ Organization Information menu. After all of your organisations have been deleted you may delete your user account from your xivalence user account profile profile tab.
If you delete an organization before the end of your billing cycle, you will still be billed for its usage during that billing cycle and you will not be charged again for that organization. Detailed usage metrics will not be available for an organization once it has been deleted.
Once your final charge transaction has succeeded, all of your User Data and billing information will be immediately deleted from the Service upon deletion. This information cannot be recovered once your account has been deleted.
The designated Payer of an organization, at the time of bill generation, will be billed for the entire month the bill is generated for. All organization charges for the current month will be combined into one bill for the current Payer.
xivalence, in its sole discretion, has the right to suspend or terminate your organization or user Accounts and refuse any and all current or future use of the Service, or any other service operated by xivalence for any reason, and at any time. Such termination of the Service will result in the deactivation or deletion of your Account or limited access to your Account, and the forfeiture and relinquishment of all User Data in your Account. xivalencereserves the right to refuse service to anyone for any reason at any time.

Limits on Liability

In no event shall We be responsible or liable under this Agreement for (1) failure to record or store data or communications, (2) the loss or corruption of said data, (3) the recording or storage of incorrect data, (4) loss of revenue or anticipated profits, loss of business, loss of opportunity, loss of goodwill or injury to reputation resulting from the use of Our website, services, or products, (5) any losses suffered by third parties, (6) any indirect or direct damages resulting from the use of Our website or services, (7) any damages resulting from unavailability of its products, (8) damages resulting from improper or incorrect use of Our products, either alone or in conjunction with other third-party software or products, (9) damages resulting from any use not in accordance with all applicable laws, regulations, and guidelines, or (10) damages caused by defects or failures of third-party products or services.

Governing Law and Disputes

THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA. The United Nations Convention on Contracts for the International Sale of goods shall not apply. Customer agrees to comply with all applicable laws and regulations of the various states and of the United States. The parties agree that the courts of the State of Minnesota shall have exclusive jurisdiction over any claim, or dispute or controversy (whether in contract, tort or otherwise) against Seller, its agents, employees, successors, assigns or affiliates arising out of or relating to this document, Seller’s Products advertising, or any related purchase. Customer agrees to appear in any such action and hereby consents to the jurisdiction of such court.

Users outside the United States: You agree to use purchases services only for purposes that comply with all local laws and guidelines. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this agreement. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

Relationship with parties that are independent contractors: This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of any payment obligation of Yours hereunder.

You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent (not to be unreasonably withheld). Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by both parties. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

Surviving Provisions: All Provisions of these Terms which by their nature or meaning have applicability following the conclusion or termination of an Order shall survive in accordance with their respective terms.

Proprietary Rights

Restrictions: You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) reverse engineer the Services, or (iii) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

Ownership of Your Data: As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.

Suggestions: We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

Federal Government End Use Provisions: We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

Mutual Indemnification

Indemnification by Us: We shall defend and hold You harmless from and against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim without your consent unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense.

Indemnification by You: You shall defend and hold Us harmless from and against any Claim made or brought against Us relating to any of the following: (i) a third party alleging that Your Data, or Your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, (ii) your modification of Our products or services, (iii) any breach by You of this agreement, (iv) any omission, misrepresentation, or negligence by You, (v) any damages to third parties caused by Our products or services that are sold or resold by you in breach of this agreement, or (vi) your failure to abide by all applicable laws or regulations, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense.

Exclusive Remedy: This Section B.9 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

Limits on Liability

EXCEPT WITH RESPECT TO INDEMNIFICATION CLAIMS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF £500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION B.5 (FEES AND PAYMENT FOR PURCHASED SERVICES). Exclusion of Consequential and Related Damages: IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL OR INJURY TO REPUTATION, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

xivalence endeavors to be as up front as possible about the personal information collected in our site. In an effort to maintain this stance, we provide this privacy statement.