Subscribing to our services implies your acceptance of terms and conditions set
on behalf of the entity you represent. Please read them carefully before you become an active client.
- For good and valuable
consideration, the sufficiency of which is acknowledged by you and the
Company, also referred as X5 Networks, you hereby agree to become a
subscriber to X5 Networks, and agree to be bound by all the terms and
conditions set forth in this agreement (the "Agreement"). The parties to
this Agreement are you, a person in individual cases or a representative of the company, referred hereinafter collectively as the Subscriber, and
X5 Networks. Subject to the terms and conditions set forth in this
Agreement, the Company agrees to provide to you all the privileges of
subscription to X5 Networks available to a Subscriber in good standing.
This Agreement is subject to change by Company at any time, and changes
are effective upon notice to the Subscriber by e-mail, posting at or via
hyperlink to x5.net, or by mail.
- THE SERVICES GIVEN BY
X5 Networks ARE INTENDED FOR USE EXCLUSIVELY BY CONSENTING ADULTS IN
LOCATIONS WHERE THE SERVICES, MESSAGES AND OTHER COMMUNICATIONS PROVIDED
BY X5 Networks DO NOT VIOLATE ANY COMMUNITY STANDARDS OR ANY FEDERAL,
STATE OR LOCAL LAW OR REGULATION OF THE UNITED STATES OR ANY OTHER
YOU HEREBY FURTHER AFFIRM AND WARRANT THAT YOU ARE CURRENTLY OVER THE AGE OF EIGHTEEN YEARS AND ARE
CAPABLE OF LAWFULLY ENTERING INTO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION YOU REPRESENT.
- You agree to be personally
liable and fully indemnify X5 Networks for any and all damages
directly, indirectly and/or consequentially resulting from your attempted
or actual use of X5 Networks alone, or with or under the authority of,
any other person(s), including, without limitation, any governmental
agency(ies), wherein such damages include, without limitation, all
direct and consequential damages directly or indirectly resulting from
use of X5 Networks including, but not limited to, damages resulting
from loss of revenue, loss of property, fines, attorney's fees and
costs, including, without limitation, damages resulting from prosecution
and/or governmentally imposed seizure(s), forfeiture(s), and/or
- Some or all of the following
fees and charges may be incurred by the Subscriber:
a. Subscription Fees. The
Subscriber is responsible for paying periodic subscription fees
according to the then-current billing terms. Subscription fees are
non-refundable; and you must be 18 years of age or older to receive a
SUBSCRIPTION to X5 Networks. For your convenience and satisfaction, all
monthly SUBSCRIPTIONs will automatically renew upon expiration unless
your subscription is cancelled at least 60 days in advance. The cost of renewal will not exceed monthly SUBSCRIPTION costs at
time of client's initial subscription. Cost of renewal will not be
affected by any increase in X5 Networks subscription rates.
b. Other fees and/or charges for goods and services ordered at, through and/or from X5 Networks and its licensees.
c. Subscriptions that could not be automatically renewed or declined
can be cancelled without further notice to the subscriber.
Subscriptions may not be
assigned or transferred to any other person or entity. Subscriber must
promptly inform Company of the following: changes in the expiration date
of any credit card used in connection with X5 Networks; changes in home
or billing address; and apparent breaches of security, such as loss,
theft, or unauthorized disclosure or use of an ID or password. Until
Company is notified, by e-mail or by telephone to X5 Networks'
Customer Service Department at 1-800-784-5228, during normal business
hours of a breach in security, the Subscriber will remain liable for any
unauthorized use of X5 Networks. Upon request, Subscribers will be
given access to billing records that support charges for use of the
Payment for the services
provided to you at and/or through X5 Networks may be made by automatic
credit card or check debit and you hereby authorize Company and its
agents to transact such payments on your behalf. You agree not to report
as lost or stolen any credit card which you have used in conjunction
with payment to X5 Networks, or as unauthorized any charge by
X5 Networks, for any goods or services, including subscription, for
which you do not have good reason to believe is, in fact, lost, stolen
or unauthorized. You hereby agree that any such fraudulent reporting of
a lost or stolen credit card used to obtain goods or services from
X5 Networks or any fraudulent reporting of an unauthorized charge to
X5 Networks on your credit card which has been made by you or anyone
under your authority, at a time when a charge or other obligation for
payment for goods and/or services to X5 Networks remains outstanding at
the time of such fraudulent reporting, you shall be liable to
X5 Networks for liquidated damages of $25,000.00. The liability for
liquidated damages specified in this Paragraph shall not limit any other
liability you may have for breach(es) of any other terms, conditions,
promises and warranties set forth in this Agreement.
Subscription to X5 Networks
may be terminated at any time, and without cause, by either Company or
Subscriber upon notification of the other by electronic or conventional
mail, or by telephone 60 days in advance except as in specified by article clause 8 which
supersedes this clause.
You agree to be personally liable for all charges
incurred by you during or through the use of X5 Networks. Your
liability for such charges shall continue after termination of your
SUBSCRIPTION for any reason. 90-Days overdue payments would be handed over to a Collection Agency,
at such a time in Company's discretion, and you will bear the cost of all fees incurred in the
Subscription to X5 Networks would be terminated without notice if the subscriber engages in unsolicited commercial email also known as SPAM.
This clause would supersede and nullify all rights granted to the client as per this subscription agreement.
- Subscribers are responsible
for providing all computer and communications equipment
necessary to gain access to X5 Networks.
Subject to the terms and
conditions set forth herein, X5 Networks hereby grants you a limited,
non-exclusive and non-transferrable license to use its servers to
access internet and other software associated with authorized Subscriber
use of X5 Networks which Company provides ("Services") during the
period in which you are a current Subscriber in good standing. You
may make no use of Services not expressly authorized herein or by prior
express written authorization from Company. Prohibited uses, include,
without limitation: (1) permitting other individuals to directly or
indirectly use the Services; (2) modifying, translating, reverse
engineering, decompiling, disassembling the Services (except to the
extent applicable laws specifically prohibit such restriction); (3)
renting, leasing, or transferring any rights in the Services; (4) making
any other use of the Services. This license does not grant you any
rights to any software enhancements or updates of any kind.
property and other rights in and to any intellectual property content
accessed through the Services is the property of the applicable content
owner, which may be the Company, its parent(s), subsidiary or
subsidiaries, licensee(s) and assign(s), or others, and may be protected
by applicable copyright and/or other laws.
You agree all services
provided to you by Company are provided on an "AS IS" basis, without
warranties of any kind, including without limitation the warranties of
merchantability, fitness for a particular purpose and non-infringement.
The entire risk as to the quality and performance of the services
provided by Company is borne by you. Should the Services provided by
Company prove defective and/or cause any damage or
inconvenience to you, you, and not Company, assume the entire cost and
all damages which may result from any and all such defects. This
disclaimer of warranty constitutes an essential part of the Agreement.
Some states do not allow exclusions of an implied warranty, so this
disclaimer may not apply to you and you may have other legal rights that
vary from state to state or by jurisdiction. Under no circumstances and
under no cause of action or legal theory, shall Company, its suppliers,
licensees, resellers, or other subscribers, or their suppliers,
licensees, resellers or subscribers be liable to you or any other person
for any indirect, special, incidental, or consequential damages of any
character including, without limitation, damages for loss goodwill, work
stoppage, computer failure or malfunction, or any and all other
commercial damages resulting from any use of Services of X5 Networks.
Company does not screen or
endorse advertisements or communications submitted to x5.net by
third-party licensees, advertisers, or subscribers for electronic
dissemination through x5.net. Subscribers are therefore advised to
use their own judgment to evaluate all advertisements and other
communications available at or through the use of X5 Networks prior to
purchasing goods and/or services described at x5.net or otherwise
responding to any communication at X5 Networks.
Any liability of Company,
including without limitation any failure of performance, error,
omission, interruption, deletion, defect, delay in operation or
transmission, communications line failure, theft or destruction or
unauthorized access to, alteration of, or use of records, whether for
breach of contract, tortious behavior, negligence, or under any other
cause or action, shall be strictly limited to the amount of SUBSCRIPTION
fee paid by or on behalf of the subscriber to Company for the preceding
month. Some states do not allow the limitation or exclusion of liability
for incidental or consequential damages, so the above limitation or
exclusion may not apply to you.
Company is not liable for
damages resulting from disseminating, failing to disseminate, or
incorrectly or inaccurately disseminating any services, data,
advertisement or other communication at or through x5.net.
Company will under no
conditions be responsible for your actions while using X5 Networks to
access any destination web site, file, service or target or any other
network resources including but not limited to the usage of internet
protocols HTTP, HTTPS, FTP, TELNET, SMTP, or World Wide Web
resources including but not limited to hypertext files, static or
dynamic programs, images, scripts, content, artwork or any other network
resources, ISPs, destinations through the intermediate use of
X5 Networks servers. Under no circumstances and under no cause of
action or legal theory, shall Company, its suppliers, licensees,
resellers, or other subscribers, or their suppliers, licensees,
resellers or subscribers be liable to you or any other person for any
indirect, special, incidental, or consequential damages of any character
including, without limitation, damages for loss goodwill, work stoppage,
computer failure or malfunction, or any and all other commercial damages
resulting from any use of Services of X5 Networks.
No warranty is made by Company
regarding any information, services, materials or products provided
through or in connection with the X5 Networks, and Company hereby
expressly disclaims any and all warranties, including without
limitation: 1) any warranties as to the availability, accuracy, or
content of Materials, information, products, or services; 2) any
warranties of merchantability or fitness for a particular purpose.
"x5.net" is a service mark of X5 Networks. All rights are reserved. All other logos and trademarks are the property of their respective owners.
If the Company should at any
time provide any service which enables Subscribers to communicate with
or otherwise share information with other Subscribers or persons
providing any kind or service to Subscribers, you agree not to submit,
publish, display, disseminate, or otherwise communicate any defamatory,
inaccurate, abusive, threatening, offensive, or illegal material while
connected to or otherwise directly or indirectly using X5 Networks or
other services provided to you by Company. Transmission of such material
or any material that violates any federal, state, or local law in the
United States or anywhere else in the world, is strictly prohibited and
shall constitute a material breach of this Agreement entitling Company
to immediately terminate all rights to access to X5 Networks. You are
solely responsible for all information which you submit, publish,
display, disseminate or otherwise communicate through X5 Networks even
if a claim should arise after termination of service. If the Company
provides any such service described herein, you agree that all messages
and other communications by you shall be deemed to be readily accessible
to all other Subscribers who are authorized to access X5 Networks and
agree that all such messages and other communications shall not be
deemed to be private or secure. Regardless of whether the Company
provides any type of service described herein, you agree that you have
hereby been informed and noticed that any and all messages and other
communications which you submit to Company directly or through
X5 Networks can be read by the operators and/or other agents of
Company, whether or not they are the intended recipient(s).
Subscriber is granted Non-Disclosure and Confidentiality Agreements by default as per use of Company Services.
Separate Non-Disclosure And Confidentiality Agreements
may be appended to this agreement by consent of both parties.
Notices from Company to
Subscribers may be given by means of e-mail, by general posting on
x5.net, or by conventional mail. Communications from you to the
Company may be made by e-mail, conventional mail or telephone. All
questions, complaints, or notices to Company may be sent in the
a. by means of the web site live help function; or
b. by telephone to Company's Customer Service Department during normal business
hours to 1-800-784-5228.
This Agreement contains the
entire agreement between the Subscriber and Company regarding
Subscribers' use of X5 Networks, Materials and all materials directly
and indirectly related thereto. This Agreement supersedes all prior
written and oral understandings, writings, and representations and may
only be amended upon notice by Company. This Agreement shall be governed
by and construed under the laws of European Union and International
Treaties of W.T.O. If any provision of this Agreement is held to be
unenforceable for any reason, such provision shall be reformed only to
the extent necessary to make it enforceable. Unless otherwise explicitly
stated, the provisions of this Agreement shall survive its termination.
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware.
Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New Castle County, State of Delaware
and the parties hereby irrevocably consent to the jurisdiction and venue therein.
YOU HEREBY AFFIRM THAT YOU HAVE READ THE SUBSCRIPTION AGREEMENT IN ITS ENTIRETY,
UNDERSTAND ITS TERMS, CONSENT TO ALL THE TERMS AND CONDITIONS SET FORTH
IN THE SUBSCRIPTION AGREEMENT, REPRESENT AND WARRANT THAT YOU ARE
CURRENTLY OVER THE AGE OF 18 YEARS AND AN AUTHORIZED OFFICER OF THE ENTITY YOU REPRESENT BEFORE OBTAINING A SUBSCRIPTION TO X5 NETWORKS.