Universal Terms of Service for X-Site Media Los Angeles Software and Services
This Agreement (“Agreement”) is by and between X-Site Media Los Angeles (“XMLA”) a/an California company and You, Your heirs, agents, successors and assigns (“You”), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of X-Site Media Los Angeles software (“Software”) and services (“Services”) and explains X-Site Media Los Angeles’ obligations to You and Your obligations to X-Site Media Los Angeles in relation to the Software and Services You purchase.
This Agreement as well as any additional X-Site Media Los Angeles policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and X-Site Media Los Angeles concerning Your use of X-Site Media Los Angeles’ Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All X-Site Media Los Angeles policies and agreements specific to particular Software and Service are incorporated herein and made part of this Agreement by reference, including the dispute policy (“UDRP”). By purchasing X-Site Media Los Angeles’ Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which X-Site Media Los Angeles may establish from time to time, and any agreements that X-Site Media Los Angeles is currently bound by or will be bound by in the future. You may view the latest version of this Agreement online.
In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You’ve established with XMLA, whether or not the transactions were in Your behalf.
The General Terms in Section A apply to all customers of XMLA. The Software and Services Specific Agreements incorporated in Section B apply only to customers who have purchased those referenced Services.
A. GENERAL TERMS APPLICABLE TO ALL SOFTWARE AND SERVICES
1. TERM OF AGREEMENT; MODIFICATIONS You agree that X-Site Media Los Angeles may modify this Agreement and the Services from time to time. You agree to be bound by any changes X-Site Media Los Angeles may reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from X-Site Media Los Angeles, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate Your usage, X-Site Media Los Angeles will not refund any amounts You have paid. You agree that X-Site Media Los Angeles shall not be bound by any representations made by third parties who You may use to purchase Services from X-Site Media Los Angeles, and that any statement of a general nature, which may be posted on X-Site Media Los Angeles’ Web site or contained in X-Site Media Los Angeles’ promotional materials, will not bind X-Site Media Los Angeles. X-Site Media Los Angeles may, at times, offer certain promotions with different charges and features.
You agree that You will be responsible for notifying X-Site Media Los Angeles should You desire to terminate Your use of X-Site Media Los Angeles’ Services. Notification of Your intent to terminate must be provided to X-Site Media Los Angeles no earlier than 10 days prior to Your billing date but no later than three days prior to Your billing date.
2. ACCURATE INFORMATION
You agree to maintain accurate information by providing updates to XMLA, as needed, while You are using X-Site Media Los Angeles’ Services. You agree You will notify X-Site Media Los Angeles within five (5) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by X-Site Media Los Angeles to determine the validity of information provided by You will constitute a material breach of this Agreement.
4. ACCOUNT SECURITY
You agree You are entirely responsible for maintaining the confidentiality of Your customer login, password, and credit card number (collectively, the “Account Access Information”). You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify X-Site Media Los Angeles immediately of any unauthorized use of Your account or any other breach of security. You agree X-Site Media Los Angeles will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree You could be held liable for losses incurred by X-Site Media Los Angeles or another party due to someone else using Your Account Access Information. For security purposes, You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. X-Site Media Los Angeles specifically disclaims liability for any activity in Your account, whether authorized by You or not.
5. NO UNLAWFUL CONDUCT OR IMPROPER USE
As a condition of Your use of X-Site Media Los Angeles’ Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to X-Site Media Los Angeles if, for any reason, X-Site Media Los Angeles takes corrective action with respect to Your improper or illegal use of its Services.
X-Site Media Los Angeles reserves the right at all times to disclose any information as X-Site Media Los Angeles deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in XMLA’s sole discretion.
If You have purchased Services, X-Site Media Los Angeles has no obligation to monitor Your use of the Services. X-Site Media Los Angeles reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. X-Site Media Los Angeles reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.
X-Site Media Los Angeles reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against X-Site Media Los Angeles or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. X-Site Media Los Angeles may review every account for excessive space and bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels.
Except as set forth below, X-Site Media Los Angeles may also cancel Your use of the Services, after thirty (30) days, if You are using the Services, as determined by X-Site Media Los Angeles in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and activities designed to harm or use unethically minors in any way. Notwithstanding anything to the contrary herein, in the event X-Site Media Los Angeles cancels Your Services during the first thirty (30) days after You purchase the Services, You will receive a refund of any fees paid to X-Site Media Los Angeles in connection with the Services being canceled. In the event X-Site Media Los Angeles deletes Your Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to X-Site Media Los Angeles if, for any reason, X-Site Media Los Angeles takes corrective action with respect to Your improper or illegal use of its Services.
6. NO SPAM; LIQUIDATED DAMAGES
You agree X-Site Media Los Angeles may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then You agree to pay X-Site Media Los Angeles liquidated damages of $1 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account, otherwise You agree to pay XMLA’s actual damages. You acknowledge You have read and understand and agree to be bound by the terms and conditions of X-Site Media Los Angeles’ Anti-spam Policy, available here . Such terms and conditions are applicable to the use of all X-Site Media Los Angeles Software and Services and are incorporated herein.
7. INTELLECTUAL PROPERTY
You agree that X-Site Media Los Angeles or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software.
You understand and agree that all content and materials contained in this Agreement, other policies, the X-Site Media Los Angeles Web site, and any affiliated Web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that X-Site Media Los Angeles or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of X-Site Media Los Angeles or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.
8. USE OF X-SITE MEDIA LOS ANGELES SOFTWARE
If You have licensed software from X-Site Media Los Angeles, X-Site Media Los Angeles grants You a limited, non-exclusive, nontransferable and non-assignable license to use the software for such purposes as are ordinary and customary.
You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.
X-Site Media Los Angeles reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of X-Site Media Los Angeles. The source code and its organization are the exclusive property of X-Site Media Los Angeles and the Software is protected by copyright, including United States Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software and all rights are reserved by X-Site Media Los Angeles.
X-Site Media Los Angeles provides this Software “as is” without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.
9. FEES AND PAYMENT
As consideration for the Software or Services purchased by You and provided to You by XMLA, You agree to pay X-Site Media Los Angeles at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. X-Site Media Los Angeles expressly reserves the right to modify pricing through email notification and/or notice on its Web site. Payment may be made by You by providing either a valid credit card, an online check, a personal check, or using X-Site Media Los Angeles’ prepaid service Good as Gold, (“Prepaid Services”) to establish a cash reserve for charge by X-Site Media Los Angeles (collectively, the “Payment Method”). Your Prepaid Services account may be funded by credit card, a money order or a personal check under as further described, below. Your Payment Method on file must be kept valid if You have any active products in Your account.
If You signed up for a monthly payment plan, Your monthly billing date will be the 25th of every month. If You signed up for an annual (or longer) payment plan, and You elected the automatic renewal option, X-Site Media Los Angeles will automatically renew Your Services when they come up for renewal and will take payment from the Payment Method You have on file with XMLA, at XMLA’s then current rates.
If for any reason X-Site Media Los Angeles is unable to charge Your Payment Method for the full amount owed X-Site Media Los Angeles for the Services provided, or if X-Site Media Los Angeles is charged a penalty for any fee it previously charged to Your Payment Method, You agree that X-Site Media Los Angeles may pursue all available remedies in order to obtain payment.