We thank you for choosing to subscribe to our services. These Terms of Service (the “ToS”) govern your relationship with Xverum LLC. (“XVERUM” or “we” “our” or “us”) and set forth the terms and conditions under which XVERUM makes available its Product (as defined below) to you.
You hereby agree to these ToS, either by clicking a box indicating your acceptance or by accessing or using the Product (the “Effective Date”). We may amend these ToS at any time by posting an updated and amended terms of service on our website, and you agree that you will be bound by any such changes to these ToS.
1.1 Upon subscribing to the services, we shall provide you with sample files extracted from our dataset of publicly available personal and company profiles, in JSON and CSV format AND/OR testing API account on our system (the “Product”).
1.2 You may use all or part of the Product for personal or commercial purposes only, including for research and analysis. For the avoidance of doubt, you undertake not to sell, lease, sublicense, distribute or otherwise transfer or assign the Product or any part thereof, or allow any third party to use the Product for any purpose whatsoever.
1.3 Following receipt of the Product, you shall have the option to subscribe to our additional services which include monthly updates to the Product, as well as to purchase additional datasets according to your parameters (the “Paid Services”). Any Paid Services shall be subject to a separate agreement by and between us and you.
1.4 The use of the Products shall be subject to the provisions of Section 2 (License) below.
2. License and Intellectual Property
2.1 Subject to the terms and conditions of these ToS, XVERUM grants you a revocable, limited, non-exclusive, non-transferable non-assignable and non-sublicensable license, to download, access and use the Product solely for the purpose of your internal business operations (“License”).
2.2 You shall only use the Product as set forth in these ToS and all applicable laws, rules and regulations. You shall not, nor shall authorize or encourage any third party to: (i) use the Product in a non-compliant or illegal manner, or any fraudulent or inappropriate purpose or in any manner that may be deemed as an infringement of third party’s rights, including intellectual property rights, copyrights and privacy rights; (ii) prevent others from using the Product; (iii) circumvent any limitation imposed by XVERUM with respect to the Product.
2.3 XVERUM reserves the right, at its sole discretion, to limit your use or prevent you from accessing or using the Product if XVERUM will become aware of any action which breaches or which is reasonably construed as a breach of these ToS.
2.4 Notwithstanding anything to the contrary herein, all rights, title and interest in and to the Product, and any intellectual property related thereto, or used to create the Product, are exclusively owned by us and our licensors, including any and all related documentation, component, or other information delivered therein. Except for the License, and as expressly provided herein, no other rights or licenses, expressed or implied, are granted to you by us with respect to the Product.
3. Representations And Warranties
3.1 You represent and warrant that (i) you are a business entity; (ii) any information provided by you at the time of registration is complete, truthful and accurate, and you agree to ensure that such information is kept up to date; (iii) you have the full corporate right, power and authority to enter into these ToS and to perform the acts required hereunder; (iv) the execution of these ToS and the performance of your obligations and duties hereunder does not violate any agreement to which you are party or by which you are otherwise bound; (v) when executed and delivered, these ToS will constitute your legal, valid and binding obligation, enforceable against you in accordance with its terms; (vi) when using the Products, you shall at all times comply with any and all applicable laws, regulations and the terms herein; you will not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Product.
4.1 These ToS shall be effective as of the Effective Date (the “Term”). Notwithstanding the foregoing, we may terminate these ToS, or your access to the Products either (i) by 7 day notice to you upon your failure to comply with any of your obligations hereunder; (ii) immediately and without notice in the event: (a) you attempt to transfer or assign any of your rights, liabilities or obligations under these ToS contrary to the provisions thereof; (b) we believe it is necessary to do so to comply with applicable law, or any agreement to which we are bound; (c) a force majeure event occurs which materially affects our ability to provide the Products; and (iii) upon advance 30 day notice.
4.2 Sections 2.4 (Intellectual Property), 5 (Confidentiality), 6 (Privacy), 7 (Disclaimer of Warranties, Indemnification and Limitation of Liability), and 12 (General) shall survive and remain in effect in perpetuity notwithstanding the termination of these ToS.
You shall keep confidential and shall not disclose to any third party any confidential information which you have acquired from us and shall only use such confidential information in connection with these ToS. Confidential Information includes means any know-how, trade or business secrets, any commercial, financial, business, technical or other confidential information of whatever nature relating to our business, or of clear confidential nature, and including the Products.
7. Disclaimer Of Warranties, Indemnification and Limitation of Liability
7.1 The Products are provided “as-is” and “as-available” and “with all faults” and we make no other warranties and explicitly disclaim any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose or non-infringement. We do not have any obligation to monitor the information included in the Products and are not responsible for the availability, accuracy, applicability or legality of any information, data or domain. Further, we do not represent or warrant that the information provided under the Products shall be error free or that any errors will be corrected. We shall not be liable for any damages or loss incurred by you, or any other third party as a result or in connection with the use of the Products or in connection with use of or reliance on any information derived from the Products. We do not guarantee continuous, uninterrupted access to the Products. Access and use of the products is solely at your own risk.
7.2 You agree to indemnify and hold us harmless from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action (“Claim”) by a third party (including reasonable attorney fees) arising from or in connection with any breach of your responsibilities or obligations, representations or warranties under these ToS.
7.3 IN NO EVENT WILL WE BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, OUR MAXIMUM AGGREGATE LIABILITY UNDER OR ARISING OUT OF OR RELATING TO THESE TOS SHALL BE TO DISCONTINUE YOUR USE OF THE PRODUCTS.
8.1 These ToS, contain the entire understanding with respect to the subject matter hereof and supersedes all prior agreements between XVERUM and you. The headings used herein are for the convenience of the Parties only and will not affect the interpretation of these ToS.
8.2 You may not transfer or assign your rights or obligations under these ToS to any third party without our prior written approval. We may assign our rights or obligations under these ToS at any time.
8.3 All notices will be made in writing and given by personal delivery, overnight courier, facsimile, email or other means of transmission or by certified or registered mail to the primary contacts of each party.
8.4 Our failure at any time to require performance by you of any provision herein will not affect our right to require performance at any time thereafter, nor will our failure to take action regarding a breach of any provision hereof be taken or held to be a waiver of the provision itself.
8.5 Any provision of these ToS which is determined to be prohibited or unenforceable by a court of competent jurisdiction will be ineffective only to the extent of such prohibition or unenforceability and will be severed without invalidating the remaining provisions hereof or otherwise affecting the validity or enforceability of such provision.
8.6 The ToS, and any legal action or proceeding arising out of or related to this ToS, shall be interpreted in accordance with and governed by the laws of the State of Florida, or, as appropriate, by federal law as applied by a federal court with respect to any legal action or proceeding arising out of or related to this ToS, both without regard to Florida choice of law rules. Any legal action or proceeding arising out of or related to this ToS, including without limitation matters connected with its performance, shall be subject to the exclusive jurisdiction of the state or federal courts sitting in Broward County, Florida, You and us agreeing not to dispute any discretionary federal court jurisdiction over the entirety of any legal action or proceeding arising out of or related to this Tos if at least one party asserts a federal claim. You and us hereby irrevocably submit to the personal jurisdiction of such courts and irrevocably waive all objections to such venue.