WEBSITE TERMS OF USE
ACCEPTANCE OF THE TERMS OF USE

The following are the terms of an agreement between you and Xeeva, Inc. (“Xeeva” or the “Company”). By accessing, or using the www.xeeva.com (“Website”), you acknowledge that you have read, understand, and agree to be bound by these terms and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, please do not use this Website.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://xeeva.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

CHANGES TO THE TERMS OF USE

Xeeva may, without notice to you, at any time, revise these Terms of Use and any other information contained in this Website in its sole discretion. Xeeva may also make improvements or changes in the products, services, or programs described in this site at any time without notice. Unless otherwise required by applicable law, all changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

CONFIDENTIAL AND PROPRIETARY INFORMATION

This Website contains proprietary notices and copyright information, the terms of which must be observed and followed. All contents of the site, including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and Xeeva confidential information belong to Xeeva, and/or its suppliers, affiliates, or licensors. Xeeva or its licensors own and reserve all right, title and interest in and to Xeeva products and all hardware, software and other items used to provide such products. No title to or ownership of any proprietary rights related to the Services or Xeeva confidential information is transferred to You pursuant to these Terms of Use.

Xeeva grants you a non-exclusive, non-transferable, limited permission to access and display the Web pages within this site as a customer or potential customer of Xeeva provided you comply with these Terms of Use, and all copyright, trademark, and other proprietary notices remain intact. You may only use a crawler to crawl this Website as permitted by this Website’s protocol, and Xeeva may block any crawlers in its sole discretion. The use authorized under this agreement is non-commercial in nature (e.g., you may not sell the content you access on or through this Website). All other use of this site is prohibited.

Except for the limited permission in the preceding paragraph, Xeeva does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another Website or in any other media. Any software and other materials that are made available for downloading, access, or other use from this site with their own license terms will be governed by such terms, conditions, and notices. Your failure to comply with such terms or any of the terms on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession, custody or control.

ACCEPTABLE USE POLICY

You may use the Website only for lawful purposes in accordance with these Terms of Use. The Website may not be used for unlawful, fraudulent, offensive, or obscene activity. You shall not submit, upload, email, post or transmit to, or distribute or otherwise publish through the Website any material which: (a) disrupts the normal flow of dialogue and/or exchange within the Website, including posting or otherwise transmitting material that is not related to the subject at issue or otherwise restricts or inhibits any other user from using and enjoying the Website; (b) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, harassing, hateful, sexually explicit, or indecent; (c) constitutes or encourages conduct that would constitute a criminal offense, potentially give rise to civil liability, or otherwise violate the local, state, or national laws of any country; (d) violates, plagiarizes, or infringes the rights of third parties; (e) contains a virus, worm, Trojan horse, or other harmful component; (f) contains solicitations or advertisements of any kind; (g) constitutes or contains false or misleading indication of origin or statement of fact; or (h) contains chain letters or pyramid schemes.

RELIANCE ON INFORMATION POSTED

The information presented on or through the Website is made available solely for general information purposes. Xeeva does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Xeeva disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. Xeeva is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

LINKS FROM THE WEBSITE

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Xeeva has no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

CHANGES TO THE WEBSITE

Xeeva may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

CONFIDENTIAL INFORMATION

Xeeva does not want to receive confidential or proprietary information from you through our Website. Please note that any information or material sent to Xeeva will be deemed NOT to be confidential. By sending Xeeva any information or material, you grant Xeeva an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that Xeeva is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Personally-identifiable information that you submit to Xeeva for the purpose of receiving products or services will be handled in accordance with our privacy policies. Please see the tab entitled “Privacy” for information regarding Xeeva’s privacy policies.

MONITORING AND ENFORCEMENT; TERMINATION

Xeeva has the right (a) terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use, (b) to remove or refuse to post any user contributions for any or no reason in our sole discretion (c) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such user contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for Xeeva, (d) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy and (e) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement, for any illegal or unauthorized use of the Website.

U.S. GOVERNMENT RESTRICTED RIGHTS

Xeeva provides the software components that constitute the Xeeva products and the Documentation as a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if You are an agency of the US Government or any contractor therefor, You receive only those rights with respect to the Xeeva Spend Analytics Trial and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

GLOBAL AVAILABILITY

Information Xeeva publishes on the Internet may contain references or cross references to Xeeva products, programs and services that are not announced or available in your country. Such references do not imply that Xeeva intends to announce or make available such products, programs, or services in your country. Please consult your local Xeeva business contact for information regarding the products, programs, and services that may be available to you.

BUSINESS RELATIONSHIPS

This Website may provide links or references to non-Xeeva Websites and resources. Xeeva makes no representations, warranties, or other commitments or endorsements whatsoever about any non-Xeeva Websites or third-party resources that may be referenced, accessible from, or linked to any Xeeva site. In addition, Xeeva is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from an Xeeva site. When you access a non-Xeeva Website, even one that may contain the Xeeva-logo, please understand that it is independent from Xeeva, and that Xeeva does not control the content on that Website. It is up to you to take precautions to protect yourself from viruses, worms, Trojan horses, and other potentially destructive programs, and to protect your information.

LINKING TO THIS SITE

Xeeva consents only to links to this Website in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Website or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with Xeeva; (c) imply that Xeeva approves or endorses you, your Website, or your service or product offerings; and (d) present false or misleading impressions about Xeeva or otherwise damage the goodwill associated with the Xeeva name or trademarks. As a further condition to being permitted to link to this site, you agree that Xeeva may at any time, in its sole discretion, terminate permission to link to this Website. In such event, you agree to immediately remove all links to this Website and to cease any related use of Xeeva trademarks.

DISCLAIMER OF WARRANTY

USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. XEEVA EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, XEEVA MAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES FROM THIS WEB SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL XEEVA BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS WEB SITE OR ANY USE OF THIS WEB SITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS WEB SITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF XEEVA IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.

INDEMNIFICATION

To the extent not prohibited by law, You will defend Xeeva against any cost, loss, damage, or other liability arising from any third party demand or claim that any information provided by You, or Your use of the Website: (a) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Xeeva’s actions); or (b) violates applicable law or these Terms of Use. Xeeva will reasonably notify You of any such claim or demand that is subject to Your indemnification obligation.

DISPUTE RESOLUTION AND GOVERNING LAW

You agree that the Terms of Use and Your relationship with Xeeva will be governed by the laws of the State of Michigan, U.S.A. regardless of conflict of laws principles. We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act does not apply to these Terms of Use. We both agree that all of these claims can only be litigated in the federal or state courts in Oakland County, Michigan, USA and we each agree to personal jurisdiction in those courts. However, You agree that Xeeva can apply for injunctive remedies in any jurisdiction.

WAIVER AND SEVERABILITY

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

ENTIRE AGREEMENT

The Terms of Use, and our Privacy Policy constitute the sole and entire agreement between you and Xeeva, Inc. regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

YOUR COMMENTS AND CONCERNS

This website is operated by Xeeva, Inc., 999 Tech Row Suite 150, Madison Heights, MI 48071.

All notices of copyright infringement claims should be sent to Xeeva Legal Department.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to Xeeva Results Desk.

Last modified: April 23, 2020