XOOOX Terms of Service
1. WELCOME TO XOOOX
1.1 These terms and conditions (“Terms”) apply to our products and services (“Services”). The Services are provided by Perfect Data Limited (“Perfect Data”), a company registered in England and Wales under company number 08992228 whose registered office is at 3 Floor, 6 – 8 Bonhill Street, Shoreditch, London, EC2A 4BX. In these Terms, references to “us”, “we” or “our” are references to Perfect Data.
1.2 By using our Services, you agree to these Terms. Please read them carefully before using our Services.
1.3 Our Services are wide-ranging. As such, additional terms or requirements may apply which will be available within the relevant Services and such additional terms will become part of your agreement with us if you use the Services in question. Our Services include xooox which is our proprietary information society service which, amongst other things, allows potential buyers to reach out to potential sellers of products and/or services by using its proprietary entity search engine.
1.4 Different features may be available in different versions of the Services and not all features may be available in your country or region. Also, not all features may be available if the user that you are communicating with is using a different version of the Services, or is using third party software.
1.5 Please note that you will not be able to use our Services unless you have set up an Account, as contemplated in clause 5 below. If you are under the age of 18 you may not register for an account.
1.6 You must comply with any policies and guidelines which are provided to you within the Services and/or included within these Terms or supplementary terms. Please note that we reserve the right to amend such policies and guidelines from time to time.
1.7 If there is any conflict between the Terms and the terms and conditions which are specific to a particular Service, the latter shall prevail. If there is any conflict between policies/guidelines and terms and conditions, the terms and conditions shall prevail.
2. USING THE SERVICES
2.1 You confirm that you are permitted to use the Services under applicable law. If you are using the Services on behalf of a company, business or other entity, you represent that you have the legal authority to accept these Terms on behalf of that entity, in which case that entity accepts these Terms, and "you" means that entity. If you are accessing an account(s) on behalf of the account owner (e.g., as an administrator), the Terms apply to your activities on behalf of the account owner.
2.2 Unless otherwise expressly stated, we do not promise to provide you with any support for the Services. If we do provide you with support, it is at our sole discretion and does not mean that we will continue to provide you with support in the future.
2.3 You will indemnify us in relation to any damages, liabilities, costs of expenses which we incur as a result of any suit, claim or action arising from or related to your use of the Services in breach of these Terms, (including any losses, damages and lawyers’ fees.
3. THINGS YOU MUST NOT DO
3.1 You agree not to use the Services to:
3.1.1 obtain or attempt to obtain unauthorised access to the Services or to our servers, systems, network or data;
3.1.2 make available any content that is harmful to children, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, action of libel, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable or unlawful;
3.1.3 breach any applicable laws or regulations;
3.1.4 impersonate any person or entity; or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Service;
3.1.5 make available any content that you do not have the right to make available or that infringes any or other intellectual property rights or other proprietary rights of any person or entity;
3.1.6 post content containing advertisements or other commercial solicitations without our prior written permission;
3.1.7 make available viruses or any other computer code, files, programs or content designed to interrupt, destroy or limit the functionality of the Services or affect other users; or
3.1.8 interfere with or disrupt the Services or servers, systems or networks connected to the Services in any way.
3.2 You must not misuse or interfere with the Services or try to access them using a method other than the interface and the instructions that we provide. You may use the Services only as permitted by law including applicable export control laws and regulations and anti-corruption laws. Unless otherwise expressly stated contemplated (e.g. in supplementary terms), you may not access or reuse the Services, or any portion thereof, for any commercial purpose.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Using the Services does not give you ownership of any Intellectual Property Rights in the Services or the content you access. For the purpose of these terms, “Intellectual Property Rights” means in respect of any item, any and all patents, trade marks, design rights, copyright, database rights, and similar rights throughout the world (and includes all renewals and extensions) in that item, whether or not the same is registered or capable of being registered and including applications for and the right to apply for the grant of any such rights. You must not use any branding or logos used in the Services unless we have given you written permission. You may not remove, obscure, or alter any legal notices displayed in or along with the Services. Unless otherwise expressly stated (e.g. in supplementary terms), you must not reproduce, modify, rent, lease, sell, trade, distribute, transmit, broadcast, publicly perform, create derivative works based on, or exploit for any commercial purposes, any portion or use of, or access to, the Services (including content, advertisements, APIs, and software).
4.2 Subject to your continuing compliance with these Terms and any supplementary terms and conditions which incorporate these Terms by reference, we grant you a personal, world-wide, royalty-free, non-transferable, non-assignable, revocable, and non-exclusive licence to use the software and APIs provided to you by us as part of the Services. This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms and any additional terms or guidelines. You may not (and may not attempt to) reverse engineer decompile or otherwise reduce any part of our software to human-readable form or to extract the source code of our software, unless applicable laws prohibit those restrictions or you have our written permission. When a Service requires or includes downloadable software, the software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings. Some software used in our Services may use open source components which components will be subject to their applicable terms and conditions.
5. YOUR ACCOUNT
5.1 You will need to set up a xooox account (“Account”) to use any of our Services whether as a search engine or otherwise. There are two types of account a buyer account and a seller account, the account set up procedures for which will be included within the terms and conditions which are specific to the Service in question and the registration requirements may vary depending on the Service in question. You may create your own Account or your Account may be assigned to you by an administrator, such as your employer. If you are using an Account assigned to you by an administrator, different or additional terms may apply and your administrator may able to access or disable your account. You must ensure that your account information (that is, the information you provided when you registered for or subscribed to a Service) remains current, complete, accurate and truthful. All Accounts are non-transferable, and any rights to them terminate upon the account holder’s death.
5.2 You are responsible for all the activity that happens on or through your Account. To protect your Account, you must keep your password confidential. You must not reuse your account password with other services. Without prejudice to your statutory rights, if you forget your password and otherwise cannot validate your account to us, you acknowledge and agree that your account may be inaccessible to you and that all data associated with the account may not be retrievable. If you become aware about any unauthorised use of your password or Account, please contact us here.
5.3 In connection with your use of the Services, we may send you announcements, messages and other information whether by email, text message, in-app message or otherwise.
7. INTELLECTUAL PROPERTY INFRINGEMENT
We may, in appropriate circumstances and at our discretion, disable, terminate, and/or take other appropriate steps relating to the accounts of users who may be infringers of Intellectual Property Rights. If you believe that your Intellectual Property Rights have been infringed, please contact us here.
8. CONTENT IN THE SERVICES AND LICENCE GRANT TO XOOOX
8.1 Our Services may display some content that is not ours. This content is the sole responsibility of the entity or person that makes it available whether via a link or otherwise. We assume no responsibility for the conduct of third parties, including persons or entities with which you communicate using the Services. Many of the Services enable you to submit content. You are entirely responsible for any content that you upload, post, email, transmit, store or otherwise make available via the Services. We may remove and refuse to display content that breaches the Terms or applicable laws or regulations, but that does not mean that we monitor the Services or review or screen any content. By using or accessing the Services you understand and agree that you may be exposed to offensive, indecent, or objectionable content.
8.2 When you upload, share with or submit any content to the Services you (as between us and you) retain ownership of any Intellectual Property Rights that you hold in that content and you grant us a worldwide, royalty-free, non-exclusive, perpetual, irrevocable, transferable, sublicensable and fully exploitable licence to (a) use, host, store, reproduce, modify, prepare derivative works (such as translations, adaptations, summaries or other changes), communicate, publish, publicly perform, publicly display, and distribute this content in any manner, mode of delivery or media now known or developed in the future; and (b) permit other users to access, reproduce, distribute, publicly display, prepare derivative works of, and publicly perform your content via the Services, as may be permitted by the functionality of those Services (e.g., for users to download your content). In some of the Services, there may be specific terms or settings allowing a different scope of use of the content submitted in those Services. You must have the necessary rights to grant us the licence described in this clause 8.2 for any content that you upload, share with or submit to the Services. The rights which you grant in this licence are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This licence continues even if you stop using our Services. Some Services may offer you ways to access or remove content that has been provided to that Service.
9. MODIFYING THE SERVICES; TERMINATION
9.1 We are constantly changing and improving the Services. We may, without notice, add or remove functionalities or features, create new limits to the Services, or temporarily or permanently suspend or stop a Service.
9.2 You can stop using the Services at any time. You may cancel and delete your Account at any time via the cancellation procedure included within the relevant Service.
9.3 Furthermore, we may temporarily or permanently suspend or terminate your Account or impose limits on or restrict your access to parts or all of the Services at any time, without notice and for any reason, including, but not limited to, breach of these Terms, court order, or inactivity.
9.4 Subject to any statutory rights you might have, if your account is terminated, access to your username, password, and all related information, files, and content associated with your account may be terminated and your username may be recycled for use by others.
9.5 We believe that you own your data and preserving your access to such data is important. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice and a chance to get your data out of that Service.
10. OUR WARRANTIES AND DISCLAIMERS
10.1 Save to the extent expressly stated otherwise, to the fullest extent permitted by applicable law, we do not make any representations, promises, or warranties, express or implied, about the Services which we provide on a strictly “as-is,” “with all faults,” and “as available” basis. Save to the extent expressly stated otherwise, your use of the Services, including content within the Services (or third parties content which you have access to in connection with the Services, whether via an API or otherwise), is at your own risk and we do not represent, promise, or warrant that the services will be uninterrupted, timely, secure, or error-free. You understand and agree that no data transmission over the internet or information storage technology can be guaranteed to be secure, and we expressly disclaim any warranties, express or implied, to that effect. Save to the extent expressly stated otherwise, we make no commitments, promises or warranties about the content within the Services or content linked from the Services, the support we provide for the Services, the specific functions of the Services, the security of the Services, or the Services’ reliability, quality, accuracy, availability, or ability to meet your needs, provide certain outputs or achieve certain results.
10.2 To the fullest extent permitted by applicable law, and save to the extent expressly stated otherwise, we disclaim any and all implied or express promises or warranties about the Services such as fitness for a particular purpose.
11. LIMITATION OF LIABILITY
11.1 To the fullest extent permitted by applicable law, you agree and understand that we will not be liable for any indirect or consequential losses arising from or in connection with these terms or your use of or access to the Services including lost profits, lost revenues, or lost business opportunities, for any losses resulting from or in connection with: the deletion of, alteration of, mis-delivery of, or failure to store data maintained or transmitted by the Services; the limiting, suspension or termination of your Account; your downloading or sharing of information, including personal information, via the Services; the unauthorised access to your Account or any data maintained or transmitted by the Services; links provided by the Services or third parties to external sites or resources; your dealings with or participation in promotions of advertisers found on or through the services; or any good or services sold by such advertisers; further, we will not be liable for problems caused by others, the wrongful or unlawful actions of third parties, or an act of god. The limitations and exclusions in these Terms will apply whether or not you have been advised of or should have been aware of the possibility of any losses arising.
11.2 To the extent permitted by law, our total liability for any claims under these Terms, including for any implied warranties, is limited to the amount if any you paid us in the previous twelve (12) months to use the Services in question.
11.3 For the avoidance of doubt, we are not seeking to limit or exclude any liability which cannot be limited as a matter of law.
11.4 For the avoidance of doubt, we will not be liable for any loss or damage that is not reasonably foreseeable.
11.5 We shall not be liable to any claims made more than one (1) year after accrual of the cause of action in question.
11.6 We recognise that in some countries, you may have legal rights as a consumer. If you are using the Service for your personal purpose, then nothing in these Terms or any additional terms limits any consumer legal rights which may not be waived by contract.
You agree that any recommendation, idea, proposal, suggestion, feedback or other input which you submit to us related to its products, services, websites, apps, or technology may be used by us without any notice, obligation, restriction, reimbursement or compensation to you and (to the extent permitted by law) you waive (or agree not to enforce) any and all rights that may now or in future exist (including moral and equivalent rights) in any such feedback.
13. FEE-BASED SERVICES AND BILLING.
13.1 Unless otherwise specified in the additional terms that apply to the Services you are using, the terms in this clause 13 apply to you.
13.2 We do not currently charge for your using the search engine features within xooox per se but we reserve the right to do so.
13.3 We offer Services for which you may be charged a fee (“fee-based Services”). These fee-based Services are governed by the additional terms you agree to when you register for the fee-based Service in question by setting up a seller Account. You must ensure that any information you provide, such as payment information is accurate and is kept up to date.
13.4 The following provisions apply to all of our fee-based Services:
13.4.2 You represent that you are at least the minimum age required to enter into a legal agreement. You agree to pay us any of our fees which you incur in respect of any fee-based Services you use as a seller, as well as all other charges incurred under your Account, including applicable sales taxes. You are responsible for all charges incurred under your Account, including sales made by you or anyone you allow to use your Account or any sub-or linked accounts (including any person with implied, actual, or apparent authority) or anyone who gains access to your Account as a result of your failure to safeguard your authentication credentials.
13.4.3 Subject to the Account set up procedures in question which are service specific you, as a seller authorise us to charge your designated payment method for these charges or, if it fails, to charge any other payment method you have on file with us, even if we received it in association with other fee-based services. You are responsible for all charges even if your payment method fails or is denied. You permit us to obtain and use updated information from the issuer of your payment method in accordance with the policies and procedures of any applicable card brands. We may in some instances continue charging a payment method past its expiration date at its discretion and subject to the payment processors' or issuing bank's approval. Surcharges may apply if you use certain payment methods, such as payments from your savings account.
13.4.4 Please note that when you register for use of a fee-based Service as a seller, you may, be required as part of the Account set up procedure to set up an account with such authorised payment provider as we require from time to time to enable you as a seller to receive payments from buyers. You authorise and direct our authorised payment provider to retain all information about any payment method(s) associated with your Account. It may import payment information you entered during a prior transaction and provide you the option to use that payment information during a new transaction. You may also be required to agree that our charges to you for the Service in question will be paid to us by you out of the monies which have been received by the authorised payment provider.
13.4.5 Please note that our authorised payment provider may take steps to verify the validity of the credit card information you provide, including debiting amounts less than £1.00 from your credit card and then immediately crediting it back. This will be a matter between you and the authorised payment provider.
13.4.6 All charges are non-refundable unless provided otherwise in the terms you agree to when you register for a fee-based Service.
13.4.7 We may, in our sole discretion, change, discontinue or terminate any or all aspects of a fee-based Service without notice, including access to support services, content and other products or services ancillary to the fee-based Service, You may cancel a fee-based Service at any time by logging into your Account and terminating it.
13.4.8 We may change our fees and billing methods at any time. We will provide you with notice of any price increase at least thirty (30) days in advance. Subject to applicable law, if the price increase applies to you and you disagree with any proposed change, your sole remedy is to cancel your fee-based Service before the price change takes effect. Your continued use of the Service after the price change takes effect constitutes your agreement to pay the new price for the Service.
13.4.9 After 30 days from the date of any unpaid charges, your fee-based Service will be deemed delinquent and we may terminate or suspend your account and fee-based Service for non-payment. You are liable for any fees, including lawyer and collection fees, incurred by us in our efforts to collect any remaining balances from you.
13.4.10 You must notify us about any billing problems or discrepancies within 90 days after they first appear on your billing method statement. If you do not bring them to our attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies.
14. ABOUT THESE TERMS
14.1 These Terms do not create any third party beneficiary rights.
14.2 We may modify the Terms from time to time. Unless we indicate otherwise, modifications will be effective as of the date they are posted on this page or any successor page. You should look at the Terms regularly. We will provide notice (in accordance with clause 5.3 above) of material modifications.
14.3 You may stop using the Services at any time, but your continued use of a Service after the effective date of any modifications to the Terms means that you agree to the Terms as modified.
14.4 Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
14.5 If any provision (or part of a provision) of these Terms is found to be invalid, we and you nevertheless agree to give effect to the intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
14.6 We may freely assign these Terms and all of the policies and other documents incorporated or referenced in it (including all rights, licences, and obligations under it or them), in whole or in part and without notice, for any reason, including for the purpose of internal restructuring (for example, mergers or liquidations).
15. LAW AND JURISDICTION
15.1 These Terms are governed by the laws of England and Wales and any proceedings resulting out of these Terms and any non-contractual obligations arising out of them in connection with your use of the Services shall be subject to the exclusive jurisdiction of the courts of England.