XIFFE LLP. Terms of Service

Last Revised: March 28, 2014

These Terms of Service ( “Terms” ) form a binding agreement between you and XIFFE LLP. (“ Xiffe.com ”, “ Xiffe ”, “ our”, or “ we”). By accessing or using our website (“ Site”) or services (collectively, the “ Services”), you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.

The “ Effective Date ” of these Terms is the date you first access any of the Services.

1. REGISTRATION DATA AND ELIGIBILITY

In order to access the Services, you must register with Xiffe.com via the Site. By registering, you agree to: (a) provide accurate, current and complete information about you as may be prompted by the registration forms via the Site (“ Registration Data ”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Xiffe, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data, and any other information you provide to Xiffe.

The Services are not intended for users who are under the age of 13. In order to create an account for the Services, you must be 13 years of age or older. If children between the ages of 13 and 18 wish to use the Services, they must be registered by their parent or guardian. By registering, you represent and warrant that you are 13 years of age or older.


2. PRIVACY

Please see Xiffe’s Privacy Policy for information about how Xiffe collects, uses and discloses information about users of the Services.


3. SERVICES – PLANS AND PRICING

Xiffe provides several plans. The plan you select will be referred to as “Your Xiffe Plan”.

You may change your plan at any time. For further details with respect to plan modifications and the related terms, please contact support@xiffe.com.

Xiffe grants to you a limited, non-transferable, non-exclusive right, during the term of these Terms, to access and use the Services for your internal purposes.

As between you and Xiffe, you own all of the content, data and other materials (collectively, “Client Materials”) you use in connection with Services and your resulting prototypes. We own the intellectual property rights underlying and related to the Services.


4. YOUR OBLIGATIONS

You agree that you are solely responsible for your conduct (and the conduct of anyone using your account) with respect to the Services, and you agree that you will not do or attempt to do any of the following in connection with the Services:

  • Use the Services for any illegal or unauthorized purpose or engage in, encourage or promote any illegal activity, or any activity that violates the Terms;
  • Modify, adapt or hack the Services;
  • Infringe upon or violate the rights of Xiffe;
  • License, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any components thereof);
  • Use the Services to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions;
  • Copy, frame or mirror any part or content of the Services;
  • Access the Services in order to build a competitive product or service, or copy any features or functions of the Services;
  • Interfere with or disrupt the integrity or performance of the Services;
  • Attempt to gain unauthorized access to the Services or their related systems or networks;
  • Attempt to use or access another user’s account without authorization or create a user account under false or fraudulent pretenses;
  • Use the Services to engage in any activities that may interfere with the ability of others to access or use the Services; or
  • Use the Services to transmit, send, upload, create or otherwise publish any material that contains viruses, corrupted data, or other harmful, disruptive or destructive files, or programs designed to interrupt, destroy or limit the functionality of any software or hardware.

Any use of the Services in violation of the Terms may result in, among other things, termination or suspension of your rights to use the Services (or any portion of the Services).

You represent and warrant that: (a) you have all requisite rights in the Client Materials required to use such Client Materials with the Services as contemplated by these Terms; (b) none of the Client Materials infringe, violate or misappropriate any intellectual property rights, rights to privacy, rights to publicity or any other third party rights; (c) the Client Materials do not contain any material or information that is obscene, pornographic, indecent or sexually explicit; depicts graphic, excessive or gratuitous violence, derogatory, demeaning, inflammatory, malicious, defamatory, abusive, offensive or hateful, libelous, or slanderous; and (d) the Client Materials do not contain any material or information that is any material that is illegal or fraudulent or that would encourage, solicit, foster, glorify or provide instructions for any criminal or civil offense.

You grant Xiffe a limited, non-transferable, non-exclusive right to use, store, reproduce, modify and create derivative works of all of the Client Materials used by you in connection with Services solely with respect to the operation of the Services.


5. FEES AND PAYMENT TERMS

Fees

In exchange for the Services, you must pay the fees associated with Your Xiffe Plan (the “Subscription Fees”).

Payment Terms.

Subscription Fees are payable on a monthly or annual basis, in advance, depending upon the terms of Your Xiffe Plan (the “Subscription Period”) or as otherwise agreed by Xiffe or its authorized reseller, if any.

Unless Xiffe states otherwise, all payments must be made: (a) in U.S. Dollars; and (b) by payment card via an authorized Xiffe payment processor. If you pay via a payment card, you hereby: (i) authorize Xiffe (or its authorized payment processor) to make automatic recurring charges to your designated payment card number in the applicable amount of Your Xiffe Plan on a monthly or yearly basis (as applicable) for the duration of the Subscription Period; (ii) represent and warrant that you are authorized to use and have fees charged to the payment card number you provide to Xiffe; and (iii) understand that you may withdraw this consent by emailing Xiffe at support@xiffe.com. Cancellations will be effective immediately. No refunds will be issued.

Notwithstanding any terms to the contrary in these Terms: (a) Xiffe, at its sole discretion, may modify its pricing during any Subscription Period and such modifications will be effective as of the directly subsequent Subscription Period; and (b) Xiffe will not be obligated to issue any refunds for Subscription Fees paid.

You will be responsible for, and will pay all sales and similar taxes, all license fees and similar fees levied upon the provision of the Services provided under these Terms, excluding only taxes based solely on Xiffe’s net income. You will indemnify and hold Xiffe harmless from and against any and all such taxes and related amounts levied upon the provision of the Services and any costs associated with the collection or withholding thereof, including penalties and interest.


6. TERM, TERMINATION AND EFFECTS OF TERMINATION

You may terminate these Terms at any time. If Xiffe reasonably believes you have breached or may breach any of the restrictions set forth above or your Subscription Fees have not been paid, Xiffe may suspend or terminate your use of the Services.

Upon any termination of these Terms: (a) the parties will cooperate to effect an orderly, efficient, effective and expeditious termination of the parties’ respective activities under these Terms; (b) Xiffe will have no obligation to perform any Services after the effective date of the termination; and (c) you will pay to Xiffe all fees for Services performed up to the effective date of the termination. Unless expressly set forth in these Terms, the parties acknowledge and agree that no refunds will be granted.

Notwithstanding any terms to the contrary in these Terms, this sentence and your representations and warranties, each party’s ownership rights and Sections 7, 8, 9 and 12 will survive any termination of these Terms.


7. DISCLAIMER

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. XIFFE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES AND ANY PROTOTYPES CREATED AS A RESULT OF THE SERVICES.


8. INDEMNIFICATION

You, at your sole expense, will defend, indemnify and hold Xiffe and its directors, officers, shareholders, employees, consultants, affiliates, agents, successors and assigns (collectively, “ Indemnitees ”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, expert witnesses’ costs and fees, costs, penalties, interest and disbursements) arising from or relating to: (a) any breach or alleged breach of these Terms (including, but not limited to, any breach or alleged breach of any representation or warranty); (b) any negligent act or willful misconduct by you; or (c) the Client Materials (including any prototypes based on such Client Materials).


9. LIMITATION OF LIABILITY

IN NO EVENT WILL: (A) XIFFE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF XIFFE HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) XIFFE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED USD $50.00. YOU WILL NOT BRING ANY ACTION AGAINST XIFFE, REGARDLESS OF FORM, ARISING OUT OF OR INCIDENTAL TO THESE TERMS, MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION FOR SUCH CLAIM HAS ACCRUED.


10. ADVERTISEMENTS AND PROMOTIONS; THIRD PARTY PRODUCTS & SERVICES

Xiffe may run advertisements and promotions from third parties on the Site or may otherwise provide information about or links to third party products or services on the Site. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. Xiffe is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-Xiffe advertisers or third party information on the Site.


11. COPYRIGHT POLICY

Repeat Infringer Policy

In accordance with the Copyright laws, Xiffe has adopted a policy of terminating, in appropriate circumstances and at Xiffe’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. Xiffe may also at its sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Copyright Complaints

If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Services by completing the following Notice of Alleged Infringement and delivering it to Xiffe’s Designated Copyright Agent. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

Upon receipt of the notice as described below, Xiffe will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.

Notice of Alleged Infringement (“Notice”):

  • Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice you may provide a representative list of the copyrighted works that you claim have been infringed.
  • Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Site or location in the Services where such material may be found.
  • Provide your mailing address, telephone number and, if available, email address.
  • Include both of the following statements in the body of the Notice: (a) “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent or the law (e.g., as a fair use)”; and (b) “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
  • Provide your full legal name and your electronic or physical signature.
  • Deliver this Notice, with all items completed, to Xiffe’s Designated Copyright Agent:
  • Address of Designated Agent: 17/2, 2nd Fl, Ashok Marg, Lucknow, India 226001
  • Email Address of Designated Agent: support@xiffe.com
  • Phone number of Designated Agent: +91 522 4080333

If you believe a copyright notice was submitted in error regarding your content, or if you contest the removal of allegedly infringing content, you may submit a counter-notice to Xiffe setting forth your good faith belief that such content was removed in error. Such counter-notice must set forth: (a) your full legal name, mailing address, telephone number and electronic or physical signature; (b) identification of the disputed material and its location on the Site or in the Services before removal; (c) a statement under penalty of perjury that the material was removed by mistake or misidentification; and (d) a statement that you consent to the jurisdiction of the High Court where your address is located if your address is located in India or of the Lucknow High Court if you are located outside India, and that you will accept service process from the person who provided the original complaint. Xiffe will process any counter-notices in accordance with such requirements and its own internal policies and procedures.


12. GENERAL

Entire Agreement.

These Terms (together with all terms and conditions incorporated by reference) sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.

Governing Law and Dispute Resolution.

These Terms will be governed by and construed in accordance with the laws of the State of Uttar Pradesh, India applicable to agreements made and to be entirely performed within the State of Uttar Pradesh, India, without resort to its conflict of law provisions. The state or federal court in Lucknow, Uttar Pradesh will be the jurisdiction in which any suits should be filed if they relate to these Terms. Prior to the filing or initiation of any action or proceeding relating to these Terms, the parties must participate in good faith mediation in Lucknow, Uttar Pradesh. If a party initiates any proceeding regarding these Terms, the prevailing party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of these Terms.

Modifications.

Xiffe reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of Xiffe) at any time and in its sole discretion by providing notice that these Terms have been modified. Such notice may be provided by sending an email, by posting a notice on the Site, by posting the revised Terms on the Site and revising the date at the top of these Terms or by such other form of notice as determined by Xiffe. Any changes or modification will be effective 30 days after providing notice that these Terms have been modified (the “Notice Period”). Your continued use of the Services following the Notice Period will constitute your acceptance of such changes or modifications. Therefore, you should review these Terms whenever you access the Services and at least every 30 days to make sure that you understand the terms and conditions that will apply to your use of the Services.

Electronic Communications.

Xiffe may choose to electronically deliver all communications with you, which may include email to the email address you provide to us. Xiffe’s electronic communications to you may transmit or convey information about action taken on your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law and any other notices. You agree to do business electronically with Xiffe, and to receive electronically all current and future notices, disclosures, communications and information, and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.

Publicity and Press Release.

You consent to Xiffe’s use of your name and logo on the Site and Xiffe’s publicly available online and printed materials, identifying you as a user of the Services. Further, you agree that Xiffe may issue a press release identifying you as a user of the Services; provided, however, that the content of any press release identifying you will be subject to your prior approval (which will not be unreasonably withheld).

Severability.

If any provision of these Terms is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.


13. FEEDBACK

In the event you elect, in connection with your use of the Services, to communicate to Xiffe suggestions for improvements to the Services (“Feedback”), Xiffe will be entitled to use (or not to use) the Feedback without restriction, even if you have designated the Feedback as confidential. You acknowledge and agree that Xiffe may have ideas or materials similar to the Feedback already under consideration or in development and that you are not entitled to compensation or reimbursement from Xiffe of any kind in connection with the Feedback.


14. PAYPAL ACCEPTABLE USE POLICY

Please visit here for more information.


15. CONTACT US

If you have any questions about these Terms, please contact us at support@xiffe.com