Terms of Service
1. Your Agreement with Xapix
1.1. Your use of the Xapix is governed by this agreement (these "Terms"). You understand and agree that your use of Xapix will serve as acceptance of these Terms from that point onward.
1.2. You may not use Xapix if you are a person barred from using API Proxy Service under the laws of the United States or other countries, including the country in which you are resident or from which you use Xapix. You affirm that you are over the age of 16, as Xapix is not intended for children under 13.
1.3. You agree that your purchases of Developer Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made regarding future functionality or features.
2. Your Account and Use of Xapix
2.1. You must provide accurate and complete registration information any time you register to use Xapix under your account as set forth in this website ("Customer Account"). You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Xapix immediately.
2.2 . You must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software when using Xapix.
2.3. You agree not to (a) access (or attempt to access) the administrative interface of Xapix by any means other than through the interface that is provided by Xapix, unless you have been specifically allowed to do so in a separate written agreement with Xapix, or (b) engage in any activity that interferes with or disrupts Xapix (or the servers and networks which are connected to Xapix).
2.4. You may not access Xapix for the purpose of bringing an intellectual property infringement claim against Xapix or for the purpose of creating a product or service competitive with Xapix.
2.5. If you install or enable third-party applications for use with Xapix, you acknowledge that Xapix may allow providers of those third-party applications to access your data as required for the interoperation of such third party applications with Xapix. Xapix shall not be responsible for any disclosure, modification or deletion of Your data resulting from any such access by third-party application providers. In addition, Xapix may contain features designed to interoperate with third-party applications. To use such features, You may be required to obtain access to such third-party applications from their providers. If the provider of any such third-party application ceases to make the third-party application available for interoperation with the corresponding Developer Services features on reasonable terms, Xapix may cease providing such Developer Services features without entitling you to any refund, credit, or other compensation.
3. Service Policies and Privacy
3.1 You agree to comply with the Xapix Acceptable Use Policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.
3.2 You agree to the use of your data in accordance with Xapix privacy policies.
4. Fees for Use of Xapix
4.1 Subject to these Terms, unless otherwise agreed upon in writing between the parties, Xapix is provided to you eithers as a monthly subscription or on an annual contract basis. Xapix pricing is by tier: free, pro and enterprise. Please signup directly at Xapix or contact Xapix directly to purchase a subscription at firstname.lastname@example.org.
4.2 For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in your Customer Account, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). If payment of any fee is overdue, Xapix may suspend your access to services until such delinquency is corrected. Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorney’s fees incurred collecting late amounts. If you are required to pay any withholding tax, charge or levy in respect of any payments due hereunder, you agree to gross up payments actually made such that Xapix shall receive sums due hereunder in full and free of any deduction for any such withholding tax, charge or levy. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Xapix’s measurements of your use of service, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Xapix and only in the form of credit for Xapix. Nothing in these Terms obligates Xapix to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Xapix may be shared with companies who work on Xapix's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Xapix and servicing your account. Xapix may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Xapix shall not be liable for any use or disclosure of such information by such third parties. Xapix reserves the right to discontinue the provision of Xapix to you for any late payments.
4.3 Xapix may change its fees and payment policies by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Xapix may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
4.4. You may not develop Applications to access Xapix in a manner intended to avoid incurring fees.
5. Content on Xapix and TakeDown Obligations
5.1. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, Xapix are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude the web application that you create using Xapix and any source code written by you to be used with Xapix (collectively, "Applications").
5.2. Xapix reserves the right (but shall have no obligation) to remove any or all Content from Xapix. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a takedown request from Xapix. In the event that you elect not to comply with a request from Xapix to take down certain Content, Xapix reserves the right to directly take down such Content or to disable Applications.
5.3. Xapix reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.
5.4. You agree that you are solely responsible for (and that has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using Xapix and for the consequences of your actions (including any loss or damage which Xapix may suffer) by doing so.
5.5. You agree that Xapix has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
6. Proprietary Rights
6.1 You acknowledge and agree that Xapix (or Xapix's licensors) own all legal right, title and interest in and to Xapix, including any intellectual property rights which subsist in Xapix (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2. Except as provided in Section 8, Xapix acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, Xapix, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Xapix, you agree that you are responsible for protecting and enforcing those rights and that Xapix has no obligation to do so on your behalf.
7. License from Xapix and Restrictions
7.1. Xapix gives you a personal, limited, worldwide, royalty-free, non-assignable and non-exclusive license to use the object code version of the software provided to you by Xapix as part of Xapix as provided to you by Xapix. This license is for the sole purpose of enabling you to use and enjoy the benefit of Xapix as provided by Xapix, in the manner permitted by the Terms.
7.2. You may not (and you may not permit anyone else to): (a) copy, sell, sublicense, rent, lease, distribute, market, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of Xapix or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Xapix, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by Xapix or any applications running on Xapix.
7.3. Open source software licenses for components of Xapix released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Xapix for the use of the components of Xapix released under an open source license.
8. License from You
8.1. Xapix claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through Xapix you give Xapix a perpetual, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Xapix to provide you with Xapix. Furthermore, by creating an Application through use of Xapix, you give Xapix a perpetual, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Xapix to provide you with Xapix.
8.2. By adding a collaborator to your Application, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant Developer Services functionality or features for the sole purpose of collaborating on development of the Application(s).
8.3. You may choose to, or we may invite you to, submit comments or ideas about Xapix, including without limitation about how to improve Xapix or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Xapix under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.4. You agree that Xapix, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of Xapix.
8.5. You represent and warrant that: (a) you have the right to enter into this Agreement; (b) the Content and Applications will not infringe any third party intellectual property rights; (c) providing the Content and Applications will not violate any agreements including, without limitation, noncompetition and confidentiality agreements and that you will not enter into any such agreements that would conflict with providing the Applications; (d) you will not disclose any confidential information of any third party that you do not have the right to disclose; (e) you will not make unauthorized copies of software of other parties, or incorporate into any Content Applications any intellectual property owned by other parties that has not been licensed for such purpose; and (f) you will not violate any applicable laws in relation to the Content, Applications, or your performance of obligations under this Agreement.
9.1. Xapix may make available through Xapix additional features, functionality, and services offered by its third-party partners ("Add-ons"). Your use of Add-ons is subject to these Terms and to applicable fees as set forth in your Customer Account. You acknowledge for each Add-on you subscribe to or purchase through Xapix, these Terms constitute a binding agreement between you and the third party licensor of that Add-on ("the Add-on Provider") only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; Xapix is acting as agent for the Add-on Provider in providing each such Add-on to you; Xapix is not a party to the license between you and the Add-on Provider with respect to that Add-on; and Xapix is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that Xapix, and Xapix’s subsidiaries, are third party beneficiaries of the agreement between you and the Add-on Provider for each Add-on, and that Xapix will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
9.2. By subscribing to or purchasing an Add-on, you grant Xapix permission to share your Application, Content, and user information with the Add-on Provider as necessary in order to provide you the Add-on.
9.3. The license granted to you to use any Add-on is personal to you, and is not sub licensable. You may not provide or resell Add-ons to others.
Xapix may, and you grant Xapix permission to, make recommendations via Xapix for products or services we think may be of interest to you based on your Application(s), Content, and/or use of Xapix.
11. Modification and Termination of Xapix
11.1. Xapix is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of Xapix that Xapix provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of Xapix will be effective with respect to all versions of Xapix; examples of changes to the form and nature of Xapix include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
11.2. You may discontinue your API profile and user account at any time on Xapix. Upon cancellation you will not receive any refunds for the relevant term of service ( as defined by the tier of service you chose).
11.3. You agree that Xapix, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to Xapix may be without prior notice, and you agree that Xapix will not be liable to you or any third party for such termination.
11.4 You are solely responsible for exporting your Content and Application(s) from Xapix prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
11.5 Upon any termination of Xapix or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 18 shall continue to be effective after these Terms are terminated.
12. EXCLUSION OF WARRANTIES
12.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT Xapix'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
12.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF Xapix.IO IS AT YOUR SOLE RISK AND THAT Xapix.IO ARE PROVIDED "AS IS" AND "AS AVAILABLE."
12.3. Xapix.IO MAKES NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING Xapix.IO, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Xapix.IO DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF Xapix.IO WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF Xapix WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE MULE DEVELOPER SERVICES WILL BE ACCURATE.
13. LIMITATION OF LIABILITY
13.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND SUBJECT TO SECTION 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT Xapix.IO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. IN NO EVENT WILL Xapix'S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT WHETHER IN ACTIONS BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY EXCEED THE AMOUNT PAID HEREUNDER. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
13.2. THE LIMITATIONS ON Xapix'S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT Xapix.IO HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
14.1. You agree to defend, indemnify and hold Xapix, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Xapix and Partners") harmless from and against any loss, damage and expense arising from any and all threatened or actual claims, demands or actions arising from or in any way related to (a) your breach of the Terms, (b) your use of Xapix, (c) your violation of applicable laws, rules or regulations in connection with Xapix, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Xapix will provide you with written notice of such claim, suit or action.
14.2. Other Content
14.2.1 Xapix may include hyperlinks to other web sites or content or resources or email content. Xapix may have no control over any web sites or resources which are provided by companies or persons other than Xapix.
14.2.2. You acknowledge and agree that Xapix is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
14.2.3. You acknowledge and agree that Xapix is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
15. Changes to the Terms
15.1. Subject to Section 4.3, Xapix may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
15.2. Subject to Section 4.3, you understand and agree that if you use Xapix after the date on which the Terms have changed, Xapix will treat your use as acceptance of the updated Terms.
16. General Legal Terms
16.1. The Terms constitute the whole legal agreement between you and Xapix and govern your use of Xapix (but excluding any services which Xapix may provide to you under a separate written agreement), and completely replace any prior agreements between you and Xapix in relation to Xapix.
16.2. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
16.3. You agree that Xapix may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on Xapix. By providing Xapix your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
16.4. You agree that if Xapix does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Xapix has the benefit of under any applicable law), this will not be taken to be a formal waiver of Xapix's rights and that those rights or remedies will still be available to Xapix.
16.5. Xapix shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
17.The Terms, and your relationship with Xapix under the Terms, shall be governed by the laws of the State of Delaware without regard to its conflict of law’s provisions. Each party agrees that any claim or cause of action arising under or relating to this Agreement will be brought in a court of competent jurisdiction located in Wilmington, Delaware and each party irrevocably consents to such personal jurisdiction and waives all objections thereto.
18.You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Xapix. These Terms shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns.