Xyne: Terms of Service
Xyne: Terms of Service
Xyne:
Terms of Service
Last modified on 01-Aug-2024
These Terms of Service (“Terms”) govern access to and use of the Services made available by Xyne, Inc. By using our Services, you agree to be bound by these Terms. If you use our Services on behalf of an entity or organization, you are binding that organization to these Terms, and you represent that you have the authority to do so.
## 1. Xyne’s Services
1.1 Registration. Xyne is an unified workspace across your company's knowledge. Xyne offers document search and collaboration services for work. All users of our services must comply with these Terms.
1.2 Access. Users may access and use the Services for business purposes in accordance with these Terms.
1.3 Software. Xyne may make Software available as part of the Services. Subject to these Terms, Xyne grants to users a limited non-exclusive, non-transferable, non-sublicensable license to download, install and use the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.
1.4 Restrictions. Users will ensure they do not: (a) reproduce, modify, adapt, or create derivative works of the Services; (b) rent, lease, distribute, sell, transfer, or sublicense the Services to a third party except as permitted in these Terms; (c) interfere with, disrupt, or circumvent any security measures or mechanisms designed to protect the Services; (d) reverse engineer, disassemble, decompile, or seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of Services; (e) remove or obscure any proprietary or other notices contained in the Services; (f) harass, threaten, or cause distress, unwanted attention, or discomfort to a person or entity; (g) impersonate or falsely state or misrepresent an affiliation with anyone; (h) use the Services to transmit any viruses, worms, trojan horses, or other harmful or malicious code or programs; (i) use the Services to build competitive products; or (j) misuse the Services in any way, including in violation of these Terms or applicable law. Any use of data mining, robots, or similar data gathering and extraction tools or framing all or any portion of the Services without Xyne’s permission is strictly prohibited. Users will prevent, terminate, and notify Xyne of any unauthorized or illegal use of or access to its Services.
## 2. User Responsibilities
2.1 User Data. Users are responsible for ensuring all User Data and any other content or information provided to Xyne or to the Services complies with these Terms. If any User Data violates these terms, Xyne may ask user to remove or edit the User Data so it is no longer in violation, or Xyne may, but is not obligated to, remove the User Data or take action as needed to resolve the issue.
2.2 Third-Party Apps. Third-Party Apps are subject to their own terms and privacy policies. Users are responsible for reviewing those terms and policies before using Third-Party Apps. Xyne is not responsible for Third-Party Apps and does not warrant or support them. By enabling a Third-Party App that uses or accesses User Data, Users authorizes the transfer of that data to the Third-Party App and, if applicable, will ensure that there is a legally valid data transfer mechanism for the transfer or onward transfer, in accordance with all applicable privacy and data protection laws.
## 3. Data Protection
3.1 Processing of User Data. Xyne will only process and use User Data: (a) to provide, protect, and update the Services as detailed in the privacy policy here for [Xyne's browser extension](https://www.xynehq.com/privacy) (b) to enforce these Terms and exercise its rights hereunder, (c) as required by law, and (d) as otherwise instructed by Users for their User Data.
3.2 Security. Xyne will maintain an industry-standard information security program that consists of technical and organizational safeguards designed to protect User Data. Notwithstanding the foregoing, Users are responsible for maintaining the security and confidentiality of accounts, including account credentials such as usernames and passwords. In the very unlikely case of a breach, Xyne has procedures defined to notify Users and maintain records of all breaches.
3.3 Subcontractors. Xyne may hire subcontractors to assist in providing the Services, provided that: (a) subcontractors who receive User Data will be subject to confidentiality obligations no less protective than those in these Terms; (b) Xyne will remain responsible for its obligations under these Terms and for subcontractors’ use of User Data.
## 4. Confidentiality
4.1 Use. If the parties disclose Confidential Information to each other, the recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under these Terms. The recipient will use at least reasonable care to protect Confidential Information.
4.2 Nondisclosure. The recipient will not disclose Confidential Information to anyone except to its affiliates, employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective of Confidential Information as those described in this section. The recipient will be responsible for those parties’ breach of this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.
4.3 Required Disclosure. The recipient may disclose Confidential Information to the extent required by law, provided that the recipient uses reasonable efforts to notify the disclosing party in advance and gives them an opportunity to contest the disclosure (except as described in Section 7). Confidential Information disclosed pursuant to this section will otherwise still be subject to the confidentiality obligations described above.
## 5. Intellectual Property Rights
5.1 Ownership. Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. Users own and will continue to own all intellectual property rights in User Data, and Xyne owns and will continue to own all intellectual property rights in the Services.
5.2 License. Users grant Xyne a non-exclusive license to access and process User Data solely to provide the Services as described. Users represent and warrant that it has secured all necessary licenses to provide the foregoing license.
5.3 Feedback. If User provides Feedback to Xyne, Xyne may use it without restriction or obligation.
## 6. Term & Termination
6.1 Term. These Terms will continue in effect until terminated as described below.
6.2 Termination for Convenience. Users may terminate these Terms at any time by uninstalling the extension from all devices and terminating their account.
6.3 Termination for Breach. Either party may terminate these Terms for material breach if the other party fails to cure the breach within 30 days’ notice.
6.4 Effect of Termination. Upon termination, Xyne may delete or anonymize all User Data within a commercially reasonable period of time, and each party will return or delete any other Confidential Information in its possession.
6.5 Suspension. Xyne may suspend User’s access to the Services: (a) to the extent required by law, (b) to prevent injury, death, or a credible risk of harm to Xyne, the Services, or its users, or (c) for repeated violations of our terms and policies. If practicable, Xyne will use reasonable efforts to contact Users and give Users the opportunity to resolve the issue prior to suspension.
6.6 Survival. Terms that are intended by their nature to survive termination will survive, including confidentiality obligations, limitations of liability, and disclaimers.
## 7. Legal Process
If Xyne receives a request from law enforcement or another third party to provide data or information about Users, Xyne will only respond to valid Legal Process to the extent required by law. Xyne will notify Users of the request unless legally prohibited or notification would threaten the safety of an individual.
## 8. Warranty and Disclaimer
8.1 Limited Warranty. The Services will perform materially in accordance with Xyne’s Documentation. If Users believe that this warranty has been breached, Users must notify Xyne no later than 10 days following the date of the alleged breach. User's sole and exclusive remedies for breach of this warranty are those described in Sections 7.
8.2 Disclaimer. EXCEPT AS STATED IN THIS SECTION, THE SERVICES, DOCUMENTATION AND SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY. XYNE MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF THE SERVICE. TO THE EXTENT PERMITTED BY LAW, Xyne EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. XYNE IS NOT RESPONSIBLE FOR THE CONTENT, INFORMATION, OR MATERIALS POSTED BY THIRD PARTIES TO THE SERVICES OR ANY DAMAGE RESULTING FROM LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, INCLUDING INTERNET CONGESTION, VIRUS ATTACKS, AND DENIAL OF SERVICE ATTACKS.
8.3 Beta Services. Users may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary, Beta Services: (a) may not be supported and may be changed or discontinued at any time; (b) may not be as reliable or available as the Services; (c) have not been subjected to the same security or compliance reviews as the Services; (d) are Xyne’s Confidential Information; and (e) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT AND XYNE’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS.
## 9. Indemnification
9.1 Indemnification by Xyne. Xyne will defend User from and against any third-party claim, action, demand, or proceeding alleging that User’s use of the Services as permitted under these Terms infringes or misappropriates a third party’s intellectual property rights, and will indemnify and hold Users harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Users or agreed in settlement by Xyne resulting from the claim; provided, however, that Xyne will have no liability under this section if a claim arises from (a) User Data or any third-party product or service; (b) any modification, combination, or development of the Services that is not performed by or on behalf of Xyne; (c) User’s breach of these Terms; or (d) Beta Services or other services offered for free or evaluation use.
9.2 Indemnification by User. User will defend Xyne from and against any third-party claim, action, demand, or proceeding resulting from User Data or a violation of these Terms by Users, and will indemnify and hold Xyne harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Xyne or agreed in settlement by User resulting from the claim.
9.3 Possible Infringement. If the Services infringe or are alleged to infringe a third party's intellectual property rights, Xyne may: (a) obtain the right for User, at Xyne’s expense, to continue using the Services; (b) provide, at no additional charge, a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If Xyne does not believe the options above are commercially reasonable, Xyne may terminate User’s use of the affected Services and provide Xyne a prorated refund of prepaid fees for the remainder of the Subscription Term. Xyne will have no liability under this section if User continues the allegedly infringing activity after being notified and provided with a non-infringing functionally equivalent replacement.
9.4 Procedures. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit to liability or wrongdoing, pay any amounts, or perform any non-monetary obligations requires prior written consent, not to be unreasonably withheld or delayed and (b) the indemnified party may join in the defense with its own counsel at its own expense. The indemnities above are User’s only remedy for infringement of third-party intellectual property rights.
## 10. Limitation of Liability
10.1 Indirect Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, OR BREACH OF SECTIONS 1.4, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, FOR ANY LOSS OF USE, LOST PROFITS, INTERRUPTION, OR LOSS OF BUSINESS OR DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Total LiabIlity. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.4, EACH PARTY'S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED IN AGGREGATE OF THE GREATER OF FIFTY DOLLARS OR THE AMOUNT PAID BY USER TO Xyne IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING DISCLAIMER WILL NOT LIMIT USER’S PAYMENT OBLIGATIONS ABOVE.
THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
## 11. Disputes; Class-Action Waiver
11.1. Jurisdiction and Venue. Subject to the dispute resolution provisions below, all claims and disputes relating to these Terms or the Services may only be brought in the federal or state courts of Delaware. Both User and Xyne consent to venue and personal jurisdiction there. Notwithstanding anything to the contrary, if User represents an entity or institution subject to state law mandating different dispute resolution terms or governing law, Xyne agrees to such state law requirements.
11.2 Informal Resolution. Before filing a claim, Xyne must first be contacted through the notice procedures below. If a dispute is not resolved within 30 days of notice, a formal proceeding may be brought in accordance with this section.
11.3 Mandatory Arbitration. Any claims or disputes relating to these Terms or the Services must be resolved through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be in English and held in Delaware.
11.4 Exceptions. A lawsuit may be filed in the federal or state courts of Delaware solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute resolution process described above.
11.5 NO CLASS ACTIONS. Disputes with Xyne may only be resolved on an individual basis and neither User nor any user will bring a claim in a class, consolidated, or representative action. The parties expressly waive any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.
## 12. Miscellaneous
12.1 Entire Agreement. These Terms supersede any prior agreements or understandings between the parties and constitutes the entire agreement between the parties related to access and use of the Services. The terms of the Order will control over these Terms to the extent there is a conflict. Any amendments must be in writing and signed by the parties. Notwithstanding anything to the contrary, no other terms or conditions in any User documentation or online vendor portals will apply to Xyne’s provision of the Services to User, unless expressly agreed to in writing by an authorized Xyne representative.
12.2 Modifications. Xyne may update these Terms by posting the updates to the Xyne website. If an update materially impacts User’s rights or obligations, Xyne will provide at least 30 days’ notice before the updated Terms go into effect. Any other revisions will become effective on the date the updated Terms are posted by Xyne. Continued use of or access to the Services after the updated Terms go into effect will constitute acceptance of those Terms.
12.3 Publicity. Upon prior written approval from User, Xyne may include User’s name and logo on its website or in other marketing materials or channels solely to reference User as Xyne User, and subject to any trademark usage guidelines provided to Xyne. User may revoke its approval at any time.
12.4 Waiver and Severance. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, but only to the extent necessary to make them enforceable, and the remaining provisions will remain in full effect.
12.5 Notices. Notices must be sent via first class post, airmail, or overnight courier and are deemed given when received. Notices to User may also be sent to the account email address and are deemed given when sent. Notices to Xyne must be sent to hello@xynehq.com.
12.6 Assignment. These Terms may not be assigned without the prior written consent of the other party, except Xyne may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void.
12.7 Governing Law. These terms will be governed by the laws of the state of Delaware without regard to its conflict of laws principles.
12.8 Force Majeure. Except for payment obligations, no party will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (such as, natural disaster, terrorism, governmental action, or Internet disturbance).
12.9 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
12.10 Export Controls. User agrees to comply with all relevant U.S. and foreign export and import laws in using the Services. User represents and warrants that neither it nor its Authorized Users are listed on any U.S. government list of prohibited or sanctioned parties or located in or a national of a country that is subject to U.S. government embargo.
12.11 U.S. Government Restricted Rights. The Services are “commercial items,” “commercial computer software” and “commercial computer software documentation,” pursuant to DFAR section 227.7202 and FAR section 12.212, as applicable. All the Services are and were developed solely at private expense. To the extent permitted in these Terms, any use, modification, reproduction, release, performance, display, or disclosure of the Services by the U.S. Government will be governed solely by these Terms.
12.12 Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
## 13. Definitions
“Beta Service” means early access trials or releases of new features or services identified as “alpha,” “beta,” “preview,” “early access,” “evaluation,” or other words or phrases with similar meanings.
“Confidential Information” means information exchanged by the parties that would reasonably be understood to be confidential given the nature of the information and manner of disclosure, including business, product, technology, and marketing information, Orders, discounts, non-public payment terms, audit reports, and User Data. Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was known to the recipient prior to disclosure without confidentiality obligations; (c) is received from a third party without breach of confidentiality obligations; or (d) was independently developed by the recipient without use of or access to any Confidential Information.
“User” means the individual or organization agreeing to these Terms, as described in Section 1.1.
“User Data” means personal information like title and url of tracked pages.
“Documentation” means any documentation or materials provided to User as part of the Services.
“Feedback” means any feedback or suggestions about the Services.
“Fees” means the fees for the Services displayed on the Order, plus any applicable Taxes.
“Legal Process” means an information disclosure or access request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other legal authority, legal procedure, or similar valid process.
“Order” means the order form agreed to by the parties or the applicable Xyne check-out webpage to purchase the Services.
“Personal Data” means personal data or personal information contained within User Data.
“Security Measures” means the technical and organizational safeguards.
“Services” means Xyne’s document collaboration and search Services, and website, including the Software, Documentation, tools, and services ordered by or provided to User in connection with the Services.
“Software” means Xyne’s software provided as part of the Services, such as mobile or desktop applications or browser extensions.
“Subscription Term” means the applicable initial or renewal term for User’s provision of the Services identified in an Order.
“Taxes” means all government-imposed taxes, levies, or duties, including value-added, sales, use, or withholding taxes, except for taxes based on Xyne’s net income.
“Third-Party Apps” means any third-party applications, integrations, websites, products, or services that are linked in or that interact or interoperate with the Services.
Questions about these Terms?
Please send us an email at hello@xynehq.com
Last modified on 01-Aug-2024
These Terms of Service (“Terms”) govern access to and use of the Services made available by Xyne, Inc. By using our Services, you agree to be bound by these Terms. If you use our Services on behalf of an entity or organization, you are binding that organization to these Terms, and you represent that you have the authority to do so.
## 1. Xyne’s Services
1.1 Registration. Xyne is an unified workspace across your company's knowledge. Xyne offers document search and collaboration services for work. All users of our services must comply with these Terms.
1.2 Access. Users may access and use the Services for business purposes in accordance with these Terms.
1.3 Software. Xyne may make Software available as part of the Services. Subject to these Terms, Xyne grants to users a limited non-exclusive, non-transferable, non-sublicensable license to download, install and use the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.
1.4 Restrictions. Users will ensure they do not: (a) reproduce, modify, adapt, or create derivative works of the Services; (b) rent, lease, distribute, sell, transfer, or sublicense the Services to a third party except as permitted in these Terms; (c) interfere with, disrupt, or circumvent any security measures or mechanisms designed to protect the Services; (d) reverse engineer, disassemble, decompile, or seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of Services; (e) remove or obscure any proprietary or other notices contained in the Services; (f) harass, threaten, or cause distress, unwanted attention, or discomfort to a person or entity; (g) impersonate or falsely state or misrepresent an affiliation with anyone; (h) use the Services to transmit any viruses, worms, trojan horses, or other harmful or malicious code or programs; (i) use the Services to build competitive products; or (j) misuse the Services in any way, including in violation of these Terms or applicable law. Any use of data mining, robots, or similar data gathering and extraction tools or framing all or any portion of the Services without Xyne’s permission is strictly prohibited. Users will prevent, terminate, and notify Xyne of any unauthorized or illegal use of or access to its Services.
## 2. User Responsibilities
2.1 User Data. Users are responsible for ensuring all User Data and any other content or information provided to Xyne or to the Services complies with these Terms. If any User Data violates these terms, Xyne may ask user to remove or edit the User Data so it is no longer in violation, or Xyne may, but is not obligated to, remove the User Data or take action as needed to resolve the issue.
2.2 Third-Party Apps. Third-Party Apps are subject to their own terms and privacy policies. Users are responsible for reviewing those terms and policies before using Third-Party Apps. Xyne is not responsible for Third-Party Apps and does not warrant or support them. By enabling a Third-Party App that uses or accesses User Data, Users authorizes the transfer of that data to the Third-Party App and, if applicable, will ensure that there is a legally valid data transfer mechanism for the transfer or onward transfer, in accordance with all applicable privacy and data protection laws.
## 3. Data Protection
3.1 Processing of User Data. Xyne will only process and use User Data: (a) to provide, protect, and update the Services as detailed in the privacy policy here for [Xyne's browser extension](https://www.xynehq.com/privacy) (b) to enforce these Terms and exercise its rights hereunder, (c) as required by law, and (d) as otherwise instructed by Users for their User Data.
3.2 Security. Xyne will maintain an industry-standard information security program that consists of technical and organizational safeguards designed to protect User Data. Notwithstanding the foregoing, Users are responsible for maintaining the security and confidentiality of accounts, including account credentials such as usernames and passwords. In the very unlikely case of a breach, Xyne has procedures defined to notify Users and maintain records of all breaches.
3.3 Subcontractors. Xyne may hire subcontractors to assist in providing the Services, provided that: (a) subcontractors who receive User Data will be subject to confidentiality obligations no less protective than those in these Terms; (b) Xyne will remain responsible for its obligations under these Terms and for subcontractors’ use of User Data.
## 4. Confidentiality
4.1 Use. If the parties disclose Confidential Information to each other, the recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under these Terms. The recipient will use at least reasonable care to protect Confidential Information.
4.2 Nondisclosure. The recipient will not disclose Confidential Information to anyone except to its affiliates, employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective of Confidential Information as those described in this section. The recipient will be responsible for those parties’ breach of this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.
4.3 Required Disclosure. The recipient may disclose Confidential Information to the extent required by law, provided that the recipient uses reasonable efforts to notify the disclosing party in advance and gives them an opportunity to contest the disclosure (except as described in Section 7). Confidential Information disclosed pursuant to this section will otherwise still be subject to the confidentiality obligations described above.
## 5. Intellectual Property Rights
5.1 Ownership. Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. Users own and will continue to own all intellectual property rights in User Data, and Xyne owns and will continue to own all intellectual property rights in the Services.
5.2 License. Users grant Xyne a non-exclusive license to access and process User Data solely to provide the Services as described. Users represent and warrant that it has secured all necessary licenses to provide the foregoing license.
5.3 Feedback. If User provides Feedback to Xyne, Xyne may use it without restriction or obligation.
## 6. Term & Termination
6.1 Term. These Terms will continue in effect until terminated as described below.
6.2 Termination for Convenience. Users may terminate these Terms at any time by uninstalling the extension from all devices and terminating their account.
6.3 Termination for Breach. Either party may terminate these Terms for material breach if the other party fails to cure the breach within 30 days’ notice.
6.4 Effect of Termination. Upon termination, Xyne may delete or anonymize all User Data within a commercially reasonable period of time, and each party will return or delete any other Confidential Information in its possession.
6.5 Suspension. Xyne may suspend User’s access to the Services: (a) to the extent required by law, (b) to prevent injury, death, or a credible risk of harm to Xyne, the Services, or its users, or (c) for repeated violations of our terms and policies. If practicable, Xyne will use reasonable efforts to contact Users and give Users the opportunity to resolve the issue prior to suspension.
6.6 Survival. Terms that are intended by their nature to survive termination will survive, including confidentiality obligations, limitations of liability, and disclaimers.
## 7. Legal Process
If Xyne receives a request from law enforcement or another third party to provide data or information about Users, Xyne will only respond to valid Legal Process to the extent required by law. Xyne will notify Users of the request unless legally prohibited or notification would threaten the safety of an individual.
## 8. Warranty and Disclaimer
8.1 Limited Warranty. The Services will perform materially in accordance with Xyne’s Documentation. If Users believe that this warranty has been breached, Users must notify Xyne no later than 10 days following the date of the alleged breach. User's sole and exclusive remedies for breach of this warranty are those described in Sections 7.
8.2 Disclaimer. EXCEPT AS STATED IN THIS SECTION, THE SERVICES, DOCUMENTATION AND SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY. XYNE MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF THE SERVICE. TO THE EXTENT PERMITTED BY LAW, Xyne EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. XYNE IS NOT RESPONSIBLE FOR THE CONTENT, INFORMATION, OR MATERIALS POSTED BY THIRD PARTIES TO THE SERVICES OR ANY DAMAGE RESULTING FROM LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, INCLUDING INTERNET CONGESTION, VIRUS ATTACKS, AND DENIAL OF SERVICE ATTACKS.
8.3 Beta Services. Users may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary, Beta Services: (a) may not be supported and may be changed or discontinued at any time; (b) may not be as reliable or available as the Services; (c) have not been subjected to the same security or compliance reviews as the Services; (d) are Xyne’s Confidential Information; and (e) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT AND XYNE’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS.
## 9. Indemnification
9.1 Indemnification by Xyne. Xyne will defend User from and against any third-party claim, action, demand, or proceeding alleging that User’s use of the Services as permitted under these Terms infringes or misappropriates a third party’s intellectual property rights, and will indemnify and hold Users harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Users or agreed in settlement by Xyne resulting from the claim; provided, however, that Xyne will have no liability under this section if a claim arises from (a) User Data or any third-party product or service; (b) any modification, combination, or development of the Services that is not performed by or on behalf of Xyne; (c) User’s breach of these Terms; or (d) Beta Services or other services offered for free or evaluation use.
9.2 Indemnification by User. User will defend Xyne from and against any third-party claim, action, demand, or proceeding resulting from User Data or a violation of these Terms by Users, and will indemnify and hold Xyne harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Xyne or agreed in settlement by User resulting from the claim.
9.3 Possible Infringement. If the Services infringe or are alleged to infringe a third party's intellectual property rights, Xyne may: (a) obtain the right for User, at Xyne’s expense, to continue using the Services; (b) provide, at no additional charge, a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If Xyne does not believe the options above are commercially reasonable, Xyne may terminate User’s use of the affected Services and provide Xyne a prorated refund of prepaid fees for the remainder of the Subscription Term. Xyne will have no liability under this section if User continues the allegedly infringing activity after being notified and provided with a non-infringing functionally equivalent replacement.
9.4 Procedures. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit to liability or wrongdoing, pay any amounts, or perform any non-monetary obligations requires prior written consent, not to be unreasonably withheld or delayed and (b) the indemnified party may join in the defense with its own counsel at its own expense. The indemnities above are User’s only remedy for infringement of third-party intellectual property rights.
## 10. Limitation of Liability
10.1 Indirect Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, OR BREACH OF SECTIONS 1.4, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, FOR ANY LOSS OF USE, LOST PROFITS, INTERRUPTION, OR LOSS OF BUSINESS OR DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Total LiabIlity. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.4, EACH PARTY'S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED IN AGGREGATE OF THE GREATER OF FIFTY DOLLARS OR THE AMOUNT PAID BY USER TO Xyne IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING DISCLAIMER WILL NOT LIMIT USER’S PAYMENT OBLIGATIONS ABOVE.
THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
## 11. Disputes; Class-Action Waiver
11.1. Jurisdiction and Venue. Subject to the dispute resolution provisions below, all claims and disputes relating to these Terms or the Services may only be brought in the federal or state courts of Delaware. Both User and Xyne consent to venue and personal jurisdiction there. Notwithstanding anything to the contrary, if User represents an entity or institution subject to state law mandating different dispute resolution terms or governing law, Xyne agrees to such state law requirements.
11.2 Informal Resolution. Before filing a claim, Xyne must first be contacted through the notice procedures below. If a dispute is not resolved within 30 days of notice, a formal proceeding may be brought in accordance with this section.
11.3 Mandatory Arbitration. Any claims or disputes relating to these Terms or the Services must be resolved through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be in English and held in Delaware.
11.4 Exceptions. A lawsuit may be filed in the federal or state courts of Delaware solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute resolution process described above.
11.5 NO CLASS ACTIONS. Disputes with Xyne may only be resolved on an individual basis and neither User nor any user will bring a claim in a class, consolidated, or representative action. The parties expressly waive any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.
## 12. Miscellaneous
12.1 Entire Agreement. These Terms supersede any prior agreements or understandings between the parties and constitutes the entire agreement between the parties related to access and use of the Services. The terms of the Order will control over these Terms to the extent there is a conflict. Any amendments must be in writing and signed by the parties. Notwithstanding anything to the contrary, no other terms or conditions in any User documentation or online vendor portals will apply to Xyne’s provision of the Services to User, unless expressly agreed to in writing by an authorized Xyne representative.
12.2 Modifications. Xyne may update these Terms by posting the updates to the Xyne website. If an update materially impacts User’s rights or obligations, Xyne will provide at least 30 days’ notice before the updated Terms go into effect. Any other revisions will become effective on the date the updated Terms are posted by Xyne. Continued use of or access to the Services after the updated Terms go into effect will constitute acceptance of those Terms.
12.3 Publicity. Upon prior written approval from User, Xyne may include User’s name and logo on its website or in other marketing materials or channels solely to reference User as Xyne User, and subject to any trademark usage guidelines provided to Xyne. User may revoke its approval at any time.
12.4 Waiver and Severance. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, but only to the extent necessary to make them enforceable, and the remaining provisions will remain in full effect.
12.5 Notices. Notices must be sent via first class post, airmail, or overnight courier and are deemed given when received. Notices to User may also be sent to the account email address and are deemed given when sent. Notices to Xyne must be sent to hello@xynehq.com.
12.6 Assignment. These Terms may not be assigned without the prior written consent of the other party, except Xyne may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void.
12.7 Governing Law. These terms will be governed by the laws of the state of Delaware without regard to its conflict of laws principles.
12.8 Force Majeure. Except for payment obligations, no party will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (such as, natural disaster, terrorism, governmental action, or Internet disturbance).
12.9 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
12.10 Export Controls. User agrees to comply with all relevant U.S. and foreign export and import laws in using the Services. User represents and warrants that neither it nor its Authorized Users are listed on any U.S. government list of prohibited or sanctioned parties or located in or a national of a country that is subject to U.S. government embargo.
12.11 U.S. Government Restricted Rights. The Services are “commercial items,” “commercial computer software” and “commercial computer software documentation,” pursuant to DFAR section 227.7202 and FAR section 12.212, as applicable. All the Services are and were developed solely at private expense. To the extent permitted in these Terms, any use, modification, reproduction, release, performance, display, or disclosure of the Services by the U.S. Government will be governed solely by these Terms.
12.12 Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
## 13. Definitions
“Beta Service” means early access trials or releases of new features or services identified as “alpha,” “beta,” “preview,” “early access,” “evaluation,” or other words or phrases with similar meanings.
“Confidential Information” means information exchanged by the parties that would reasonably be understood to be confidential given the nature of the information and manner of disclosure, including business, product, technology, and marketing information, Orders, discounts, non-public payment terms, audit reports, and User Data. Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was known to the recipient prior to disclosure without confidentiality obligations; (c) is received from a third party without breach of confidentiality obligations; or (d) was independently developed by the recipient without use of or access to any Confidential Information.
“User” means the individual or organization agreeing to these Terms, as described in Section 1.1.
“User Data” means personal information like title and url of tracked pages.
“Documentation” means any documentation or materials provided to User as part of the Services.
“Feedback” means any feedback or suggestions about the Services.
“Fees” means the fees for the Services displayed on the Order, plus any applicable Taxes.
“Legal Process” means an information disclosure or access request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other legal authority, legal procedure, or similar valid process.
“Order” means the order form agreed to by the parties or the applicable Xyne check-out webpage to purchase the Services.
“Personal Data” means personal data or personal information contained within User Data.
“Security Measures” means the technical and organizational safeguards.
“Services” means Xyne’s document collaboration and search Services, and website, including the Software, Documentation, tools, and services ordered by or provided to User in connection with the Services.
“Software” means Xyne’s software provided as part of the Services, such as mobile or desktop applications or browser extensions.
“Subscription Term” means the applicable initial or renewal term for User’s provision of the Services identified in an Order.
“Taxes” means all government-imposed taxes, levies, or duties, including value-added, sales, use, or withholding taxes, except for taxes based on Xyne’s net income.
“Third-Party Apps” means any third-party applications, integrations, websites, products, or services that are linked in or that interact or interoperate with the Services.
Questions about these Terms?
Please send us an email at hello@xynehq.com
Last modified on 01-Aug-2024
These Terms of Service (“Terms”) govern access to and use of the Services made available by Xyne, Inc. By using our Services, you agree to be bound by these Terms. If you use our Services on behalf of an entity or organization, you are binding that organization to these Terms, and you represent that you have the authority to do so.
## 1. Xyne’s Services
1.1 Registration. Xyne is an unified workspace across your company's knowledge. Xyne offers document search and collaboration services for work. All users of our services must comply with these Terms.
1.2 Access. Users may access and use the Services for business purposes in accordance with these Terms.
1.3 Software. Xyne may make Software available as part of the Services. Subject to these Terms, Xyne grants to users a limited non-exclusive, non-transferable, non-sublicensable license to download, install and use the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.
1.4 Restrictions. Users will ensure they do not: (a) reproduce, modify, adapt, or create derivative works of the Services; (b) rent, lease, distribute, sell, transfer, or sublicense the Services to a third party except as permitted in these Terms; (c) interfere with, disrupt, or circumvent any security measures or mechanisms designed to protect the Services; (d) reverse engineer, disassemble, decompile, or seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of Services; (e) remove or obscure any proprietary or other notices contained in the Services; (f) harass, threaten, or cause distress, unwanted attention, or discomfort to a person or entity; (g) impersonate or falsely state or misrepresent an affiliation with anyone; (h) use the Services to transmit any viruses, worms, trojan horses, or other harmful or malicious code or programs; (i) use the Services to build competitive products; or (j) misuse the Services in any way, including in violation of these Terms or applicable law. Any use of data mining, robots, or similar data gathering and extraction tools or framing all or any portion of the Services without Xyne’s permission is strictly prohibited. Users will prevent, terminate, and notify Xyne of any unauthorized or illegal use of or access to its Services.
## 2. User Responsibilities
2.1 User Data. Users are responsible for ensuring all User Data and any other content or information provided to Xyne or to the Services complies with these Terms. If any User Data violates these terms, Xyne may ask user to remove or edit the User Data so it is no longer in violation, or Xyne may, but is not obligated to, remove the User Data or take action as needed to resolve the issue.
2.2 Third-Party Apps. Third-Party Apps are subject to their own terms and privacy policies. Users are responsible for reviewing those terms and policies before using Third-Party Apps. Xyne is not responsible for Third-Party Apps and does not warrant or support them. By enabling a Third-Party App that uses or accesses User Data, Users authorizes the transfer of that data to the Third-Party App and, if applicable, will ensure that there is a legally valid data transfer mechanism for the transfer or onward transfer, in accordance with all applicable privacy and data protection laws.
## 3. Data Protection
3.1 Processing of User Data. Xyne will only process and use User Data: (a) to provide, protect, and update the Services as detailed in the privacy policy here for [Xyne's browser extension](https://www.xynehq.com/privacy) (b) to enforce these Terms and exercise its rights hereunder, (c) as required by law, and (d) as otherwise instructed by Users for their User Data.
3.2 Security. Xyne will maintain an industry-standard information security program that consists of technical and organizational safeguards designed to protect User Data. Notwithstanding the foregoing, Users are responsible for maintaining the security and confidentiality of accounts, including account credentials such as usernames and passwords. In the very unlikely case of a breach, Xyne has procedures defined to notify Users and maintain records of all breaches.
3.3 Subcontractors. Xyne may hire subcontractors to assist in providing the Services, provided that: (a) subcontractors who receive User Data will be subject to confidentiality obligations no less protective than those in these Terms; (b) Xyne will remain responsible for its obligations under these Terms and for subcontractors’ use of User Data.
## 4. Confidentiality
4.1 Use. If the parties disclose Confidential Information to each other, the recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under these Terms. The recipient will use at least reasonable care to protect Confidential Information.
4.2 Nondisclosure. The recipient will not disclose Confidential Information to anyone except to its affiliates, employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective of Confidential Information as those described in this section. The recipient will be responsible for those parties’ breach of this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.
4.3 Required Disclosure. The recipient may disclose Confidential Information to the extent required by law, provided that the recipient uses reasonable efforts to notify the disclosing party in advance and gives them an opportunity to contest the disclosure (except as described in Section 7). Confidential Information disclosed pursuant to this section will otherwise still be subject to the confidentiality obligations described above.
## 5. Intellectual Property Rights
5.1 Ownership. Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. Users own and will continue to own all intellectual property rights in User Data, and Xyne owns and will continue to own all intellectual property rights in the Services.
5.2 License. Users grant Xyne a non-exclusive license to access and process User Data solely to provide the Services as described. Users represent and warrant that it has secured all necessary licenses to provide the foregoing license.
5.3 Feedback. If User provides Feedback to Xyne, Xyne may use it without restriction or obligation.
## 6. Term & Termination
6.1 Term. These Terms will continue in effect until terminated as described below.
6.2 Termination for Convenience. Users may terminate these Terms at any time by uninstalling the extension from all devices and terminating their account.
6.3 Termination for Breach. Either party may terminate these Terms for material breach if the other party fails to cure the breach within 30 days’ notice.
6.4 Effect of Termination. Upon termination, Xyne may delete or anonymize all User Data within a commercially reasonable period of time, and each party will return or delete any other Confidential Information in its possession.
6.5 Suspension. Xyne may suspend User’s access to the Services: (a) to the extent required by law, (b) to prevent injury, death, or a credible risk of harm to Xyne, the Services, or its users, or (c) for repeated violations of our terms and policies. If practicable, Xyne will use reasonable efforts to contact Users and give Users the opportunity to resolve the issue prior to suspension.
6.6 Survival. Terms that are intended by their nature to survive termination will survive, including confidentiality obligations, limitations of liability, and disclaimers.
## 7. Legal Process
If Xyne receives a request from law enforcement or another third party to provide data or information about Users, Xyne will only respond to valid Legal Process to the extent required by law. Xyne will notify Users of the request unless legally prohibited or notification would threaten the safety of an individual.
## 8. Warranty and Disclaimer
8.1 Limited Warranty. The Services will perform materially in accordance with Xyne’s Documentation. If Users believe that this warranty has been breached, Users must notify Xyne no later than 10 days following the date of the alleged breach. User's sole and exclusive remedies for breach of this warranty are those described in Sections 7.
8.2 Disclaimer. EXCEPT AS STATED IN THIS SECTION, THE SERVICES, DOCUMENTATION AND SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY. XYNE MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF THE SERVICE. TO THE EXTENT PERMITTED BY LAW, Xyne EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. XYNE IS NOT RESPONSIBLE FOR THE CONTENT, INFORMATION, OR MATERIALS POSTED BY THIRD PARTIES TO THE SERVICES OR ANY DAMAGE RESULTING FROM LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, INCLUDING INTERNET CONGESTION, VIRUS ATTACKS, AND DENIAL OF SERVICE ATTACKS.
8.3 Beta Services. Users may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary, Beta Services: (a) may not be supported and may be changed or discontinued at any time; (b) may not be as reliable or available as the Services; (c) have not been subjected to the same security or compliance reviews as the Services; (d) are Xyne’s Confidential Information; and (e) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT AND XYNE’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS.
## 9. Indemnification
9.1 Indemnification by Xyne. Xyne will defend User from and against any third-party claim, action, demand, or proceeding alleging that User’s use of the Services as permitted under these Terms infringes or misappropriates a third party’s intellectual property rights, and will indemnify and hold Users harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Users or agreed in settlement by Xyne resulting from the claim; provided, however, that Xyne will have no liability under this section if a claim arises from (a) User Data or any third-party product or service; (b) any modification, combination, or development of the Services that is not performed by or on behalf of Xyne; (c) User’s breach of these Terms; or (d) Beta Services or other services offered for free or evaluation use.
9.2 Indemnification by User. User will defend Xyne from and against any third-party claim, action, demand, or proceeding resulting from User Data or a violation of these Terms by Users, and will indemnify and hold Xyne harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Xyne or agreed in settlement by User resulting from the claim.
9.3 Possible Infringement. If the Services infringe or are alleged to infringe a third party's intellectual property rights, Xyne may: (a) obtain the right for User, at Xyne’s expense, to continue using the Services; (b) provide, at no additional charge, a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If Xyne does not believe the options above are commercially reasonable, Xyne may terminate User’s use of the affected Services and provide Xyne a prorated refund of prepaid fees for the remainder of the Subscription Term. Xyne will have no liability under this section if User continues the allegedly infringing activity after being notified and provided with a non-infringing functionally equivalent replacement.
9.4 Procedures. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit to liability or wrongdoing, pay any amounts, or perform any non-monetary obligations requires prior written consent, not to be unreasonably withheld or delayed and (b) the indemnified party may join in the defense with its own counsel at its own expense. The indemnities above are User’s only remedy for infringement of third-party intellectual property rights.
## 10. Limitation of Liability
10.1 Indirect Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, OR BREACH OF SECTIONS 1.4, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, FOR ANY LOSS OF USE, LOST PROFITS, INTERRUPTION, OR LOSS OF BUSINESS OR DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Total LiabIlity. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.4, EACH PARTY'S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED IN AGGREGATE OF THE GREATER OF FIFTY DOLLARS OR THE AMOUNT PAID BY USER TO Xyne IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING DISCLAIMER WILL NOT LIMIT USER’S PAYMENT OBLIGATIONS ABOVE.
THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
## 11. Disputes; Class-Action Waiver
11.1. Jurisdiction and Venue. Subject to the dispute resolution provisions below, all claims and disputes relating to these Terms or the Services may only be brought in the federal or state courts of Delaware. Both User and Xyne consent to venue and personal jurisdiction there. Notwithstanding anything to the contrary, if User represents an entity or institution subject to state law mandating different dispute resolution terms or governing law, Xyne agrees to such state law requirements.
11.2 Informal Resolution. Before filing a claim, Xyne must first be contacted through the notice procedures below. If a dispute is not resolved within 30 days of notice, a formal proceeding may be brought in accordance with this section.
11.3 Mandatory Arbitration. Any claims or disputes relating to these Terms or the Services must be resolved through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be in English and held in Delaware.
11.4 Exceptions. A lawsuit may be filed in the federal or state courts of Delaware solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute resolution process described above.
11.5 NO CLASS ACTIONS. Disputes with Xyne may only be resolved on an individual basis and neither User nor any user will bring a claim in a class, consolidated, or representative action. The parties expressly waive any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.
## 12. Miscellaneous
12.1 Entire Agreement. These Terms supersede any prior agreements or understandings between the parties and constitutes the entire agreement between the parties related to access and use of the Services. The terms of the Order will control over these Terms to the extent there is a conflict. Any amendments must be in writing and signed by the parties. Notwithstanding anything to the contrary, no other terms or conditions in any User documentation or online vendor portals will apply to Xyne’s provision of the Services to User, unless expressly agreed to in writing by an authorized Xyne representative.
12.2 Modifications. Xyne may update these Terms by posting the updates to the Xyne website. If an update materially impacts User’s rights or obligations, Xyne will provide at least 30 days’ notice before the updated Terms go into effect. Any other revisions will become effective on the date the updated Terms are posted by Xyne. Continued use of or access to the Services after the updated Terms go into effect will constitute acceptance of those Terms.
12.3 Publicity. Upon prior written approval from User, Xyne may include User’s name and logo on its website or in other marketing materials or channels solely to reference User as Xyne User, and subject to any trademark usage guidelines provided to Xyne. User may revoke its approval at any time.
12.4 Waiver and Severance. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, but only to the extent necessary to make them enforceable, and the remaining provisions will remain in full effect.
12.5 Notices. Notices must be sent via first class post, airmail, or overnight courier and are deemed given when received. Notices to User may also be sent to the account email address and are deemed given when sent. Notices to Xyne must be sent to hello@xynehq.com.
12.6 Assignment. These Terms may not be assigned without the prior written consent of the other party, except Xyne may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void.
12.7 Governing Law. These terms will be governed by the laws of the state of Delaware without regard to its conflict of laws principles.
12.8 Force Majeure. Except for payment obligations, no party will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (such as, natural disaster, terrorism, governmental action, or Internet disturbance).
12.9 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
12.10 Export Controls. User agrees to comply with all relevant U.S. and foreign export and import laws in using the Services. User represents and warrants that neither it nor its Authorized Users are listed on any U.S. government list of prohibited or sanctioned parties or located in or a national of a country that is subject to U.S. government embargo.
12.11 U.S. Government Restricted Rights. The Services are “commercial items,” “commercial computer software” and “commercial computer software documentation,” pursuant to DFAR section 227.7202 and FAR section 12.212, as applicable. All the Services are and were developed solely at private expense. To the extent permitted in these Terms, any use, modification, reproduction, release, performance, display, or disclosure of the Services by the U.S. Government will be governed solely by these Terms.
12.12 Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
## 13. Definitions
“Beta Service” means early access trials or releases of new features or services identified as “alpha,” “beta,” “preview,” “early access,” “evaluation,” or other words or phrases with similar meanings.
“Confidential Information” means information exchanged by the parties that would reasonably be understood to be confidential given the nature of the information and manner of disclosure, including business, product, technology, and marketing information, Orders, discounts, non-public payment terms, audit reports, and User Data. Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was known to the recipient prior to disclosure without confidentiality obligations; (c) is received from a third party without breach of confidentiality obligations; or (d) was independently developed by the recipient without use of or access to any Confidential Information.
“User” means the individual or organization agreeing to these Terms, as described in Section 1.1.
“User Data” means personal information like title and url of tracked pages.
“Documentation” means any documentation or materials provided to User as part of the Services.
“Feedback” means any feedback or suggestions about the Services.
“Fees” means the fees for the Services displayed on the Order, plus any applicable Taxes.
“Legal Process” means an information disclosure or access request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other legal authority, legal procedure, or similar valid process.
“Order” means the order form agreed to by the parties or the applicable Xyne check-out webpage to purchase the Services.
“Personal Data” means personal data or personal information contained within User Data.
“Security Measures” means the technical and organizational safeguards.
“Services” means Xyne’s document collaboration and search Services, and website, including the Software, Documentation, tools, and services ordered by or provided to User in connection with the Services.
“Software” means Xyne’s software provided as part of the Services, such as mobile or desktop applications or browser extensions.
“Subscription Term” means the applicable initial or renewal term for User’s provision of the Services identified in an Order.
“Taxes” means all government-imposed taxes, levies, or duties, including value-added, sales, use, or withholding taxes, except for taxes based on Xyne’s net income.
“Third-Party Apps” means any third-party applications, integrations, websites, products, or services that are linked in or that interact or interoperate with the Services.
Questions about these Terms?
Please send us an email at hello@xynehq.com