Terms of Use

Last Updated: July 5, 2012

The X1 Analytics, Inc. (“X1A”) World Wide Web site and its content (the “Content”) located at www.x1analytics.com (the “Site”) is offered to you (the “User”) conditioned on your acceptance without modification, of the following terms, conditions, and notices contained in this agreement (the “Terms”) by X1 Analytics, Inc. Your use of the Site constitutes your agreement to all such terms, conditions, and notices in effect at such time. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. If you have any questions regarding these Terms, you may contact us at https://www.x1analytics.com/contact. X1 Analytics, Inc. reserves the right to revise these Terms at any time and we shall notify you of such revisions by posting an updated version of these Terms on the Site. You are responsible for regularly reviewing these Terms. Your continued use of the Site shall constitute your consent to such changes.

USE OF INFORMATION

The name, address, and payment information (if applicable) that the User provides via the Site, together with information regarding the manner in which the User uses the Site, will not be processed or disclosed by X1A except as permitted by these Terms of Use and X1A’s Privacy Policy. By being a user of the Site, User agrees that X1A may share with other parties both aggregate information, individual information, and personal information gathered by X1A in the course of the User’s continuing use of the Site. “Aggregate information” is information that describes the habits, usage patterns, and/or demographics of users as a group, or as a part of a group, but does not describe or reveal the identity of any user. “Individual information” is information about a user that is presented in a form distinguishable from information relating to other. “Personal information” consists of a user’s name, e-mail address, physical address, and/or other data about the user that enables the recipient to personally identify the user.

NO UNLAWFUL OR PROHIBITED USE

As a condition of User’s access and use of this Site, User will not use the Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. User may not use the Site or any services offered through such in any manner that could damage, disable, overburden, or impair any X1A server, or the network(s) connected to any X1A server, or interfere with any other party’s use and enjoyment of Site or services thereunder. User may not attempt to gain unauthorized access to any non-public portion of the Site for which it is not granted access, through hacking, password mining or any other means. User may not obtain or attempt to obtain access to any materials or information not intentionally made available to the public through the Site except as authorized by X1A.

COPYRIGHT & LICENSE

All copyrighted and copyrightable materials on this Site, including, without limitation, the design, text, search results, graphics, images, pictures, sound files and other files, and the selection and arrangement and compilation of information (“Content”) thereof are ALL RIGHTS RESERVED Copyright © 2014 X1A and/or its licensors. You are granted a limited, non-sublicensable right to access this Site, use the Services and print the Content for your personal, non-commercial, and informational use only. We reserve the right, without notice and in our sole discretion, to terminate your license to use the Site, and to block or prevent future access to and use of the Site. The foregoing license grant does NOT include the right for you to:

publish, publicly perform or display, or distribute to any third party any Content, including reproduction on any computer network or broadcast or publications media;
market, sell or make commercial use of the Site or any Content;
systematically collect and use of any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods;
make derivative uses of the Site or the Content; or
use, frame or utilize framing techniques to enclose any portion of this Site (including the images found at this Site or any text or the layout/design of any page or form contained on a page).

User’s sole rights of use to the Content are the right to view and print documents and graphics incorporated in the documents from the Site subject to the following: (1) the documents may be used solely for personal and informational purposes and (2) the documents may not be modified or altered in any way. Except as expressly provided herein, User may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, or distribute any software, product, services, or information from any X1A Site, in whole or in part, without the prior written permission of X1A or the applicable third party. X1A reserves the right to make changes or updates to the X1A Site or the products or programs described on the X1A Site at any time without notice.

X1A may not have the right to authorize User to download, publish, or republish any photographs, images, or audio files (the “Graphical Content”) accessed through the Site. X1A provides User with the URL or address of the owner or server of all Graphical Content. If User intends to make use of any Graphical Content accessed through the Site for commercial or noncommercial purposes (other than as part of viewing the Site or in a printed form of the Site) User must contact the server of the Graphical Content for permission to use it.

Except for the limited license granted to User, User is not conveyed any other right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of X1A or any third party. Any unauthorized use of this Site will terminate the permission or license granted by these Site Terms of Use and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes.

TRADEMARKS & SERVICE MARKS

“X1 Analytics, Inc.”, “Title365”, “Close365” and our logos are either trademarks, service marks or registered trademarks of X1 Analytics, Inc. or its suppliers and licensors, and may not be copied, imitated or used, in whole or in part, without our prior written permission or that of our suppliers or licensors. You may not use any meta tags or any other “hidden text” utilizing “X1 Analytics, Inc.”, “Title365”, “Close365” or any other name, trademark, or product name of X1A without our permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of X1A, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and X1A’s names or logos mentioned herein are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

LINKS TO THIRD PARTY SITES

The Site contains links to third-party Web sites. These third-party sites are not under the control of X1A. We are providing these links to User only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by us of the site or any information contained therein. X1A is not responsible or liable for the contents of any linked site. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties. When leaving this Site, you should be aware that our terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that site.

ACCESS RESTRICTIONS

X1A reserves the right to deny in its sole discretion any user access to the X1A Site or any portion thereof without notice.

LIMITATION OF LIABILTY

The information, software, products, and services included on this Site or any third party site may include inaccuracies or typographical errors. Changes are periodically made to the information contained at the Site. X1A and/or its respective suppliers may make modifications and/or changes to the Site at any time. Advice received via the Site should not be relied upon for personal, medical, legal, or financial decisions and User should consult an appropriate professional for specific advice tailored to User’s situation.

X1A AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR RELATED GRAPHICS CONTAINED ON THE SITE OR ANY THIRD PARTY SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. X1A AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF SECURITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

X1A MAKES NO WARRANTY THAT (1) THE SITE WILL MEET USER’S REQUIREMENTS, (2) THE INFORMATION ON THE SITE WILL BE TIMELY OR ERROR-FREE, (3) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (4) ANY ERRORS IN THE SITE WILL BE CORRECTED.

IN NO EVENT SHALL X1A AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OR PERFORMANCE OF THE SITE OR THIRD PARTY SITE; (II) THE DELAY OR INABILITY TO USE THE SITE OR THIRD PARTY SITE; (III) THE PROVISION OF OR FAILURE TO PROVIDE ANY SERVICE; (IV) THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR RELATED GRAPHICS OBTAINED THROUGH THE SITE OR THIRD PARTY SITE, OR (IV) THE SITE OR THIRD PARTY SITE OR OTHERWISE ARISING OUT OF THE USE OF THE SITE OR THIRD PARTY SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF X1A OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH ANY PORTION OF THE SITE OR THIRD PARTY SITE, OR WITH ANY OF THESE TERMS OF USE, USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE OR THIRD PARTY SITE.

NO WARRANTIES

THIS SITE, THE MATERIALS, AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, AND CONTENT ON THE SITE. WE DO NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY.

INDEMNITY

As a condition of use of the Site, User agrees to indemnify, protect, defend, and hold X1A and its suppliers harmless from and against any and all liabilities, expenses (including attorneys’ fees), and damages arising out of claims resulting from: (a) User’s use of the Site or (b) User’s customers or others accessing or using the Site by, through, or under User, including without limitation any claims alleging facts that if true would constitute a breach by User of these Terms of Use.

SUBSCRIPTION BASED CONTENT

Some contents and/or services on the Site may be offered to User conditioned on User’s payment of subscription fees. If User elects to purchase subscription based content/services and transmits to X1A a subscription purchase request, User warrants that all information that User submits is true and accurate (including without limitation User’s credit card number and expiration date), and User agrees to pay all subscription fees User incurs. Like all Web publications, those accessed through the Site may be temporarily unavailable from time to time due to required maintenance, failures, telecommunications interruptions, or other disruptions. Although X1A makes reasonable efforts to minimize such downtime, X1A does not guarantee 100% availability of the Site whatsoever. If User wishes to cancel User’s subscription for any reason, User may do so through the My Account feature of the Site, but there shall be no refunds of subscription fees previously paid.

User’s subscription is personal to User and the members of User’s household, and User may not transfer or make available User’s account name and password to others, including without limitation User’s co-workers. Any distribution by User of User’s account name and password may result in cancellation of User’s subscription without refund and additional charges based on unauthorized use.

DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE

X1A complies with the provisions of the Digital Millennium Copyright Act (DMCA) applicable to Internet service providers (17 U.S.C. § 512). If you believe that your work has been copied and has been posted to this Site in a way that constitutes copyright infringement, please provide X1A’s copyright agent the following written information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the Site;
Your address, telephone number, and e-mail address;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Before sending a notice to X1A, you should confirm that you are the copyright owner or have rights to the copyright which the DMCA requires. Contact information for X1A’s Copyright Agent for notice of claims of copyright infringement is provided below.

X1 Analytics, Inc.5000 Birch St, Suite 300Newport Beach, CA 92660USA

RESTRICTED RIGHTS LEGEND

Any Software, which is downloaded from the Site for or on behalf of the United States of America, its agencies, and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is X1 Analytics, Inc., 115 Wild Basin Road, Suite 100, Austin, TX 78764.

CHOICE OF LAW, WAIVER, & CLAIMS

These Terms of Use shall be governed by the laws of the State of California without regard to its conflict of law provisions. X1A’s failure to exercise or enforce any right or provision of the Terms of Use will not be deemed to be a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.

ARBITRATION

Any controversy or claim arising out of or relating to these Terms of Use or the Services will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”). Any such controversy or claim must be arbitrated on an individual basis, and must not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration must be conducted in or near Orange County, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either X1A or User may seek any interim or preliminary relief from a court of competent jurisdiction in or near Orange County, California, as necessary to protect the rights or property of User or X1A.

GENERAL

X1A reserves the right to make any and all changes or discontinue the availability of the Site at its sole discretion without notice to User. X1A reserves the right to deny access to the Site to anyone at anytime. User agrees that X1A will not be liable to You or to any third party for any modification, suspension, or discontinuance of the Site unless specifically stated in a written agreement with X1A.

User acknowledges that no joint venture, partnership, employment, or agency relationship exists between the User and X1A as a result of this Terms of Use or use of the Site. User agrees not to hold himself or herself out as a representative, agent, or employee of X1A and X1A shall not be liable for any representation, act, or omission of the User.

X1A’s obligations under these Terms of Use is subject to existing laws and legal process and nothing contained in these Terms of Use is in derogation of X1A’s right to comply with law enforcement requests or requirements relating to the User’s use of the Site or any information provided to or gathered by X1A with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

These Terms of Use constitute the entire agreement between the User and X1A with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the User and X1A with respect to the Site, unless specifically subject to a written agreement between X1A and User. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to the Site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

MODIFICATION OF THESE TERMS OF USE

X1A reserves the right to change these Terms of Use at any time by revising the terms and conditions herein. All changes to these Terms of Use and the Site shall be effective immediately. User is responsible for regularly reviewing these Terms of Use. Continued use of the Site following any such changes shall constitute the User’s acceptance of such changes.