1. BASIC TERMS
Your use of the Services signifies that you have read, understand, and agree to be bound by these Terms.
If you are not able to form a binding contract with IOU because, for example, you are barred from receiving the Services under Canadian or any other applicable laws, then you may not use the Services. Similarly, if you are not of legal age to form a binding contract with IOU, your use of the Services signifies that your parent or legal guardian has reviewed and agreed to these Terms.
The following definitions shall apply in these Terms:
xocial Account: An account on the xocial Website provided to you by IOU under these Terms.
xocial Platform: Software or code provided by IOU required to use or provide the Services.
xocial Website: The website with the URL www.xocial.com.
4. XOCIAL ACCOUNT
When registering for a xocial Account, you agree to provide only accurate and complete registration information, and that you will keep such information up-to-date. Once your xocial Account has been created, you will obtain unique login credentials. You are responsible for maintaining the confidentiality of your login credentials and for restricting access to the computers or devices used to access your xocial Account. You agree to accept responsibility for all activities that occur under your xocial Account. Whether or not you have registered for a xocial Account, your use of the Services is governed by these Terms.
If you are under the age of 13, you may only register for a xocial Account and use the Services with the permission of your parent or legal guardian, and you must provide your parent or legal guardian’s email address during the registration process. Proof of your parent or legal guardian’s permission for you to use the Services must be provided to IOU immediately upon request.
5. LICENCE GRANT
By registering for a xocial Account, IOU agrees to grant you a limited and non-exclusive licence to access and use the xocial Platform (the “Licence”) to view and participate in campaigns and challenges. You shall not use the Licence for any unlawful purpose or any purpose other than that authorized by these Terms. Subject to these Terms, the Licence allows you to share certain text, photos and other content (your “Uploaded Content”) through the xocial Platform.
6. XOCIAL CAMPAIGNS AND CHALLENGES
You agree that your participation in any campaigns and challenges published via the xocial Platform is at your own risk. IOU shall not be held liable under any circumstances for any loss, injury or harm that you may suffer as a result of your participation in any campaign, challenge or other activity published or encouraged through the xocial Platform.
7. YOUR UPLOADED CONTENT
You shall be solely responsible for your Uploaded Content and the consequences of disclosing, publishing, performing or otherwise uploading your Uploaded Content. You represent and warrant that you own or have the necessary licences, rights, consents, and permissions to disclose, publish, perform or otherwise upload your Uploaded Content. You license to IOU all patent, trademark, trade secret, copyright and other proprietary rights in and to such Uploaded Content for storing, publishing, performing, cropping, changing the size or resolution of, or otherwise displaying your Uploaded Content in connection with the Services.
You further agree: (a) that your Uploaded Content will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to disclose, publish, perform or otherwise upload such Uploaded Content; and (b) to grant IOU all of the licence rights granted herein. You agree to assign any residual rights or interests in any Uploaded Content to IOU, and you agree to waive any moral rights in connection with any Uploaded Content.
IOU does not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Uploaded Content made available via the Services, nor does IOU necessarily endorse any opinions expressed via the Services. For certainty, IOU will not be liable in any way and under no circumstances for any Uploaded Content made available via the Services.
8. OTHER PEOPLE’S RIGHTS
IOU respects the rights of others and therefore prohibits making certain Uploaded Content available via the Services, including content that:
- infringes or violates someone else’s rights, or otherwise violates the law;
- bullies, harasses, or intimidates others;
- is sensitive financially or is an identifying document;
- is lewd, sexually offensive, or pornographic in nature; or
- spams or solicits IOU’s users.
IOU reserves the right to remove any Uploaded Content or information that is made available via the Services if IOU believes, at its sole discretion, that such Uploaded Content violates these Terms. Similarly, IOU reserves the right, at its sole discretion, to terminate, block, or suspend your access to the Services when appropriate.
9. IOU’S INTELLECTUAL PROPERTY RIGHTS
All content included on or through the xocial Account, the xocial Platform, xocial Website and any other Services, including but not limited to text, graphics, logos, button icons, images, video or audio clips, digital downloads, and data compilations (with the exception of your Uploaded Content), is and will remain the property of IOU or its licensors, whether or not specifically recognized or perfected under applicable law.
All trademarks, service marks, trade names, logos or other words or symbols identifying the xocial Account, the xocial Platform, the xocial Website, the Services or IOU’s business (the “Marks”) are and will remain the exclusive property of IOU or its licensors, whether or not specifically recognized or perfected under applicable law.
You will not acquire any right, title, or interest in or to the xocial Account, the xocial Platform, the xocial Website, the Services or the Marks, except for the limited rights specified in these Terms. IOU or its licensors, as applicable, will own all rights in any copy, translation, modification, adaptation or derivation of the Services, including any improvement or development thereof.
10. PROHIBITED USES
By using the Services, you agree that you will not:
- use the Services for any purpose that is illegal or prohibited in these Terms;
- use any automated means (g., any robot, spider, crawler, or scraper) or interface to access the Services, or extract other users’ information;
- use or develop any third-party applications that interact with other users’ Uploaded Content or the Services without IOU’s written consent;
- use the Services in a way that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services;
- use or attempt to use another user’s account, username, or password without their permission;
- solicit login credentials from another user;
- decompile, reverse engineer, disassemble, or create derivative works of any of the Services;
- upload viruses or other malicious code that otherwise compromises the security of the Services;
- attempt to circumvent any content-filtering techniques IOU uses, or attempt to access areas or features of the Services that you are not authorized to access;
- probe, scan, or test the vulnerability of the Services, or any related system or network; or
- encourage or promote any activity that violates these Terms.
If IOU believes, at its sole discretion, that you have violated these Terms, IOU may terminate or suspend your access to the Services.
11. DATA CHARGES AND MOBILE PHONES
You are responsible for any charges, including for text-messaging and data, that you may incur for using your mobile phone in connection with the Services. Under no circumstances will IOU be liable for any charges you incur for using your mobile phone in connection with the Services.
You may terminate these Terms with IOU at any time and for any reason by deactivating your xocial Account, uninstalling the mobile application from your device, and discontinuing your use of the Services, as applicable. No notice is required for you to terminate these Terms.
IOU may also terminate these Terms with you at any time and for any reason. No notice is required for IOU to terminate these Terms. This means that IOU may stop providing the Services to you at any time and for any reason.
Any provision of these Terms that contemplates performance or observance subsequent to any termination of these Terms, including without limitation Sections 1, 3, 5, 6, 7, 8, 9, 10, 12, 13 and 14 will survive any termination or expiration of these Terms and continue in full force and effect.
The Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting any of the foregoing, to the fullest extent permitted under applicable laws, IOU DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHERMORE, IOU DOES NOT REPRESENT OR WARRANT THAT: (i) THE SERVICES WILL BE ALWAYS BE SECURE, RELIABLE, AVAILABLE, COMPLETE, ERROR-FREE, OR TIMELY; (ii) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (iii) THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE. IOU ALSO DISCLAIMS ALL LIABILITY FOR: (i) ANY HARM TO YOUR COMPUTER OR MOBILE SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT THEREIN; AND (ii) ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY MAKES AVAILABLE VIA THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO OFFENSIVE, ILLEGAL, INAPPROPRIATE, OR MISLEADING CONTENT FOR WHICH IOU IS NOT RESPONSIBLE.
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IOU AND ITS MANAGING DIRECTORS AND OFFICERS, EMPLOYEES, AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; or (v) YOUR PARTICIPATION IN ANY CAMPAIGN, CHALLENGE OR ACTIVITY PUBLISHED ON OR ENCOURAGED BY THE SERVICES.
15. WAIVER AND SEVERABILITY
IOU’s failure to enforce any right or provision of these Terms will not be deemed to be a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable, then that provision will be severed from these Terms, and will not affect the validity and enforceability of any remaining provisions.
16. FORUM AND VENUE
If either of the parties commence legal action in a court as permitted by these Terms, both you and IOU agree that all claims and disputes that arise in connection with these Terms or use of the Services will be litigated exclusively in Ontario, Canada. By using the Services, you consent to the personal jurisdiction of the Ontario court system. Notwithstanding the above, you agree that any unauthorized infringement by you of IOU’s intellectual property rights or unauthorized use of the Licence (“Breach”) will result in irreparable harm to IOU or its licensors, and therefore, that upon any such Breach or any threat thereof, IOU shall be entitled to seek appropriate equitable relief in any court of competent jurisdiction, in addition to whatever remedies it might have under these Terms or at law.
17. CHOICE OF LAW
These Terms and any disputes arising therefrom will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to or application of any conflict of law provisions.
18. ENTIRE AGREEMENT
These Terms do not create or confer any third-party beneficiary rights.
IOU may revise these Terms from time to time without notice to you. By continuing to access or use the Services after IOU updates these Terms, you agree to be bound by the updated Terms.