These Terms of Use ("Terms," "Agreement") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you," "your," "User," "Subscriber") and XpertMatrix Inc., a Delaware corporation, and its subsidiaries, affiliates, successors, and assigns (collectively, "XpertMatrix," "XM," "Company," "we," "us," or "our"). By accessing, browsing, or using this website, mobile application, or any related applications, services, tools, or content offered by XpertMatrix (collectively, the "Site," "Platform," "Service"), you acknowledge that you have read, understood, and agree to be legally bound by these Terms and all applicable laws and regulations. Your use of the Site constitutes acceptance of these Terms as they may be amended from time to time in accordance with the modification procedures set forth herein. If you do not agree to these Terms in their entirety, you are expressly prohibited from using the Site and must discontinue use immediately. These Terms apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, contributors of content, information, and other materials or services on the Site. The Terms constitute the entire agreement between you and XpertMatrix concerning the Site and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. Please print or save a copy of these Terms for your records, as they constitute a valid and enforceable contract under applicable law.
To access certain features, functionalities, or services of the Site, you may be required to register for an account ("Your Account," "User Account"). The registration process requires you to provide certain personal and business information, including but not limited to your full legal name, email address, phone number, business affiliation, job title, company information, billing address, and other identifying information as requested by XpertMatrix from time to time. By completing the registration process, you represent and warrant that: (a) all registration information you submit is truthful, accurate, current, and complete; (b) you will maintain the accuracy of such information and promptly update such registration information as necessary to keep it current, complete, and accurate; (c) you have the legal capacity and authority to agree to these Terms and to perform the acts required under these Terms; (d) you are not a minor in the jurisdiction in which you reside, or if you are a minor, you have received parental consent to use the Site; (e) you will not access the Site through automated or non-human means, whether through a bot, script, crawler, or otherwise; (f) you will not use the Site for any illegal or unauthorized purpose; and (g) your use of the Site will not violate any applicable law or regulation. You are entirely responsible for maintaining the confidentiality and security of your account credentials, including your username, password, security questions, two-factor authentication codes, and any other access credentials, and for all activities that occur under Your Account, whether or not you have authorized such activities. You agree to immediately notify XpertMatrix of any unauthorized use of Your Account or any other breach of security of which you become aware. XpertMatrix reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security and integrity of the Site and accounts, including without limitation requiring you to change your password or other account information, suspending your account, or terminating your account. XpertMatrix shall not be liable for any loss or damage arising from your failure to comply with this security obligation or from any authorized or unauthorized access to your account.
We reserve the right, in our sole and absolute discretion, to refuse service, terminate accounts, remove or edit content, or cancel orders at any time for any reason whatsoever, including but not limited to violation of these Terms, suspicious or fraudulent activity, misuse of the Site, failure to provide accurate information, chargebacks, disputes, or any conduct that we believe is harmful to other users, our business, or third parties. Account termination may result in forfeiture and relinquishment of all information associated with your account, and we have no obligation to assist you in migrating data or information from a terminated account. Upon termination, all licenses and rights granted to you under these Terms will immediately cease, and you must cease all use of the Site.
By creating an account, providing your contact information, subscribing to our services, or otherwise interacting with the Site, you expressly consent to receive communications from us through various electronic and non-electronic means, including but not limited to email, SMS text messages, MMS messages, push notifications, in-app messages, automated phone calls, voice messages, direct mail, and other digital and physical communication methods. You acknowledge and agree that all communications, agreements, documents, receipts, notices, and disclosures that we provide to you electronically satisfy any legal requirement that such communications be in writing and have the same force and effect as if they were in paper form. This consent includes but is not limited to: (a) transactional communications relating to your account, orders, billing, and customer service; (b) promotional communications about our products, services, features, surveys, newsletters, offers, promotions, contests, and events; (c) security alerts, system notifications, and administrative messages; and (d) legal notices, policy updates, and other required disclosures. You represent that the email address, phone number, and other contact information you provide are accurate and that you are authorized to receive communications at such contact points. Standard messaging, data, and telephony rates charged by your telecommunications provider may apply to certain communications, and you are solely responsible for such charges. You may opt out of certain non-essential communications at any time by following the unsubscribe instructions provided in the communication, updating your account preferences, or contacting us directly; however, you may not opt out of transactional, security, legal, or administrative communications that are necessary for the provision of services or required by law. Your consent to receive communications will remain in effect until you withdraw it in accordance with the procedures described herein or until your account is terminated.
If you access the Site through a mobile browser, you are solely responsible for any data usage, messaging fees, or other charges incurred from your carrier or internet provider. Some features may be limited or display differently on mobile devices. If XpertMatrix releases a mobile application in the future, your use of such application may be subject to additional terms and permissions, which will be provided at the time of release.
By using the Site, you represent and warrant that: (a) you are at least eighteen (18) years of age or have reached the age of majority in your jurisdiction, whichever is greater; (b) you have the full legal capacity, right, power, and authority to enter into these Terms and to perform all of your obligations hereunder; (c) if you are entering into these Terms on behalf of a corporation, partnership, limited liability company, or other entity, you have been duly authorized by such entity to enter into these Terms on its behalf and to bind such entity to these Terms; (d) the execution of these Terms by you or on behalf of such entity and the performance of your or such entity's obligations hereunder have been duly authorized by all necessary corporate or other action; (e) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; (f) you are not listed on any U.S. Government list of prohibited or restricted parties; (g) your use of the Site does not violate any applicable law, regulation, ordinance, directive, or rule in your jurisdiction; and (h) you have not been previously suspended or banned from using the Site. If you are entering into these Terms on behalf of an entity, you further represent and warrant that such entity is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and that you have presented accurate information regarding such entity. XpertMatrix reserves the right to verify your eligibility and to request additional information or documentation to confirm your identity, age, authority, or other representations made herein. Failure to provide requested verification information may result in suspension or termination of your account. If you are not eligible to use the Site or if any of the representations or warranties made herein are untrue, inaccurate, or misleading, you are not authorized to use the Site and must cease use immediately.
You are solely and exclusively responsible for any and all content, data, text, software, music, sound, photographs, graphics, video, messages, files, documents, or other materials that you upload, post, publish, display, transmit, or otherwise make available on or through the Site ("User Content"). You retain ownership of any intellectual property rights that you hold in such User Content, subject to the rights, licenses, and other terms of these Terms. By making any User Content available on or through the Site, you hereby grant to XpertMatrix a non-exclusive, royalty-free, worldwide license to use, reproduce, process, adapt, publish, transmit, and display such User Content solely for the purposes of operating, maintaining, improving, and promoting the Platform and related services. This license does not apply to any User Content clearly marked as confidential or proprietary, or to any personal data subject to our Privacy Policy. You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not XpertMatrix, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. XpertMatrix does not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or communications posted via the Site or endorse any opinions expressed via the Site.
You represent and warrant that: (a) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents, and releases necessary to grant XpertMatrix the license rights in such User Content under these Terms; (b) neither the User Content nor your posting, uploading, publication, submission, or transmission of the User Content or XpertMatrix's use of the User Content will infringe, misappropriate, or violate a third party's patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and (c) the User Content does not contain any viruses, corrupted data, or other harmful, disruptive, or destructive files or content. You may not upload, post, or transmit any User Content that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, profane, or contains graphic or gratuitous violence; (ii) infringes any patent, trademark, trade secret, copyright, or other intellectual property or proprietary rights of any party; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk email ("spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (iv) contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or (v) impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity. XpertMatrix reserves the right, but has no obligation, to monitor, edit, or remove any User Content in its sole discretion at any time and for any reason, including if it believes the User Content violates these Terms.
The Site and all content, features, and functionality thereof, including but not limited to all information, software, text, displays, images, video, audio, design, presentation, selection, and arrangement, are owned by XpertMatrix, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The XpertMatrix name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of XpertMatrix or its affiliates or licensors and may not be used without express written permission. All other names, logos, product and service names, designs, and slogans mentioned or displayed on the Site are the trademarks of their respective owners, and use of such trademarks inures to the benefit of the trademark owner. Use of any such trademarks or proprietary rights without express written permission of XpertMatrix or the respective trademark owner is strictly prohibited. Nothing in these Terms grants you any right or license to use any trademarks, service marks, trade names, logos, or other proprietary designations of XpertMatrix or any third party.
Subject to your compliance with these Terms and your payment of applicable fees, XpertMatrix grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of these Terms to access and use the Site solely for your personal or internal business purposes in accordance with these Terms. This license does not include any right to: (a) resell, redistribute, or use the Site or any content therein for commercial purposes; (b) copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content on the Site for any other purposes without the prior written consent of XpertMatrix or the respective licensors of the content; (c) modify or make derivative works of the Site or any content therein; (d) use any data mining, robots, or similar data gathering or extraction methods; (e) download (other than page caching) any portion of the Site or any information contained therein except as expressly permitted on the Site; or (f) use the Site other than for its intended purpose. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. If you breach any of these Terms, your authorization to use the Site automatically terminates and you must immediately destroy any downloaded or printed materials.
The Site may contain links to third-party websites, applications, or services that are not owned or controlled by XpertMatrix ("Third-Party Services"). When you access Third-Party Services, you accept that there are risks in doing so, and that XpertMatrix is not responsible for such risks. XpertMatrix has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third-Party Services or by any third party that you interact with through the Site. In addition, XpertMatrix will not and cannot monitor, verify, censor, or edit the content of any Third-Party Service. We encourage you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each Third-Party Service that you visit or utilize. By using the Site, you expressly acknowledge and agree that XpertMatrix shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any Third-Party Services.
The Site may also display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services ("Third-Party Materials"). You acknowledge and agree that XpertMatrix is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. XpertMatrix does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions. The inclusion of Third-Party Materials on the Site does not imply endorsement, sponsorship, or recommendation by XpertMatrix of the third party or the Third-Party Materials.
The Site and all content, information, services, and materials provided therein are provided for informational, educational, and general purposes only and are not intended to constitute financial, investment, legal, tax, accounting, or other professional advice. XpertMatrix does not provide and does not purport to provide financial planning, investment advisory, legal, tax, accounting, or other professional services, and nothing on the Site should be construed as such advice. The information provided on the Site is not a substitute for advice from qualified professionals who are familiar with your particular circumstances, and you should not act or refrain from acting based on any information provided on the Site without seeking appropriate professional advice. XpertMatrix makes no representations or warranties regarding the accuracy, completeness, timeliness, suitability, or validity of any information on the Site, and any reliance you place on such information is strictly at your own risk.
You acknowledge and agree that: (a) any financial information, market data, projections, or analysis provided on the Site are for informational purposes only and should not be considered as personalized investment advice or recommendations; (b) investment decisions should be based on your own research and consultation with qualified financial advisors; (c) past performance is not indicative of future results; (d) all investments carry risk and you may lose money; (e) XpertMatrix does not guarantee any particular outcome or result from your use of the Site; and (f) you are solely responsible for evaluating the merits and risks associated with any investment or financial decision. Before making any financial, legal, or other important decisions, you should consult with qualified professionals who can provide advice tailored to your particular circumstances. XpertMatrix disclaims all liability for any financial losses, legal consequences, or other damages that may result from your reliance on information provided on the Site.
XpertMatrix respects the intellectual property rights of others and expects users of the Site to do the same. In accordance with the Digital Millennium Copyright Act of 1998 ("DMCA") and other applicable laws, XpertMatrix has adopted a policy of terminating, in appropriate circumstances and at XpertMatrix's sole discretion, users who are deemed to be repeat infringers. XpertMatrix may also, in its sole discretion, limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If you believe that any content on the Site infringes your copyright, trademark, or other intellectual property rights, please notify our designated copyright agent promptly at legal@xpertmatrix.com with the following information: (a) a detailed description of the copyrighted work, trademark, or other intellectual property that you claim has been infringed; (b) a description of where the allegedly infringing material is located on the Site, including specific URLs or other identifying information sufficient to allow us to locate the material; (c) your full legal name, mailing address, telephone number, and email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, trademark owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or trademark owner or authorized to act on the copyright or trademark owner's behalf; and (f) your physical or electronic signature. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages. XpertMatrix may, in its sole discretion, remove or disable access to allegedly infringing material and/or terminate the accounts of users who submit infringing material. XpertMatrix may also provide copies of infringement notices to third parties at its sole discretion.
You agree not to:
We reserve the right to take appropriate legal action, including without limitation referral to law enforcement, for any illegal or unauthorized use of the Site. We may investigate violations of these Terms and may involve and cooperate with law enforcement authorities in prosecuting users who violate the law.
Your privacy is important to us. Your use of the Site is also governed by our Privacy Policy, which describes how we collect, use, store, share, and protect your personal information and is incorporated into these Terms by reference in its entirety. By using the Site, you acknowledge that you have read and understood our Privacy Policy and agree to the collection, use, storage, and sharing of your information as described therein. Please review our complete Privacy Policy, which is available at www.xpertmatrix.com/privacy, as it contains important information about your rights and our practices regarding your personal information. The Privacy Policy may be updated from time to time, and we encourage you to review it periodically. Your continued use of the Site following any changes to the Privacy Policy constitutes your acceptance of such changes. If you do not agree with any aspect of our Privacy Policy, you should not use the Site.
You acknowledge and agree that XpertMatrix may access, preserve, and disclose your account information and User Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process, including but not limited to search warrants, subpoenas, court orders, or other legal requirements; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of XpertMatrix, its users, and the public. You understand that the technical processing and transmission of the Site, including your User Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
You acknowledge and agree that the Site may be subject to limitations, delays, interruptions, outages, or other failures due to a variety of factors, including but not limited to hardware or software malfunctions, system maintenance, network congestion, cyber attacks, power outages, natural disasters, force majeure events, or other circumstances beyond XpertMatrix's reasonable control. XpertMatrix does not guarantee that the Site will be available at all times or that it will operate without interruption or error. We reserve the right, in our sole discretion, to restrict, suspend, or terminate access to all or any part of the Site at any time for any reason, including but not limited to system maintenance, upgrades, or repairs, without prior notice. We may also impose limits on certain features or restrict access to parts or all of the Site without notice or liability.
XpertMatrix shall not be liable for any loss, damage, or inconvenience resulting from your inability to access or use the Site during any downtime or discontinuance of the Site. You agree that XpertMatrix has no responsibility or liability for the deletion or failure to store any User Content or other data maintained or transmitted by the Site. You are solely responsible for backing up and maintaining copies of any User Content or data that you submit to or store on the Site. We strongly recommend that you maintain backup copies of all important data and information separately from the Site.
XpertMatrix implements and maintains reasonable administrative, technical, and physical security measures designed to protect the confidentiality, integrity, and availability of your personal information and User Content against unauthorized access, disclosure, alteration, and destruction. However, no method of transmission over the internet or electronic storage is completely secure, and XpertMatrix cannot guarantee absolute security of your information. You acknowledge and agree that you provide your personal information and User Content at your own risk, and that XpertMatrix cannot and does not guarantee that unauthorized access, hacking, data loss, or other breaches will never occur.
You are responsible for maintaining the security of your own devices, networks, and systems used to access the Site, including but not limited to ensuring that your devices are protected by up-to-date antivirus software, firewalls, and other security measures. You are also responsible for keeping your login credentials confidential and secure, and for notifying us immediately of any suspected unauthorized access to your account. XpertMatrix reserves the right to require additional security measures, such as two-factor authentication, at any time. You agree to cooperate with any security investigations and to provide any information requested by XpertMatrix in connection with such investigations.
The Site may contain links to external websites, applications, or services that are not owned, operated, or controlled by XpertMatrix ("External Sites"). These links are provided solely for your convenience and do not constitute an endorsement, sponsorship, or recommendation by XpertMatrix of the External Sites or any content, products, services, or other materials available on or through such External Sites. XpertMatrix has no control over and assumes no responsibility for the content, accuracy, completeness, timeliness, performance, security, privacy policies, terms of use, or practices of any External Sites. We strongly encourage you to review the terms of use and privacy policies of any External Sites before providing any personal information or engaging in any transactions.
Your interactions with External Sites, including but not limited to payment transactions, delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and the operators of such External Sites. You acknowledge and agree that XpertMatrix shall not be responsible or liable, directly or indirectly, for any damage, loss, or liability caused or alleged to be caused by or in connection with your use of or reliance on any content, goods, or services available on or through any External Sites. You access and use External Sites entirely at your own risk and subject to the terms and conditions of use and privacy policies of such External Sites.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XPERTMATRIX, ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES (EVEN IF XPERTMATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO: (A) YOUR USE OR INABILITY TO USE THE SITE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE; (C) ANY CONTENT OBTAINED FROM THE SITE; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (E) ANY OTHER MATTER RELATING TO THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY.
IN NO EVENT SHALL THE TOTAL LIABILITY OF XPERTMATRIX AND ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, LICENSORS, OR SUPPLIERS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL AMOUNT PAID BY YOU TO XPERTMATRIX FOR THE SITE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
THE SITE AND ALL CONTENT, SERVICES, AND PRODUCTS AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, AND FREEDOM FROM COMPUTER VIRUSES OR OTHER HARMFUL CODE. XPERTMATRIX DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.
XPERTMATRIX MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR SUITABILITY OF ANY CONTENT, INFORMATION, SOFTWARE, PRODUCTS, SERVICES, OR RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH CONTENT, INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. XPERTMATRIX HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS CONTENT, INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
You agree to defend, indemnify, and hold harmless XpertMatrix, its affiliates, subsidiaries, parent companies, and each of their respective officers, directors, employees, agents, representatives, partners, licensors, and suppliers (collectively, the "XpertMatrix Parties") from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees, court costs, and other legal expenses) arising from or relating to: (a) your use of and access to the Site; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, trademark, property, privacy, or other proprietary right; (d) your User Content; (e) any claim that your User Content caused damage to a third party; (f) your violation of any applicable law, rule, or regulation; or (g) any other party's access and use of the Site with your unique username, password, or other appropriate security code.
This indemnification obligation will survive the termination of these Terms and your use of the Site. XpertMatrix reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify XpertMatrix, and you agree to cooperate with XpertMatrix's defense of these claims. You will not settle any claim that affects XpertMatrix without XpertMatrix's prior written consent. XpertMatrix will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
These Terms shall remain in full force and effect while you use the Site. We may suspend, disable, or terminate your access to or use of the Site at any time for any reason or no reason, with or without notice, and without liability to you or any third party. Reasons for termination may include, but are not limited to: (a) violation of these Terms or any other policy or guideline referenced herein; (b) a request by you to cancel or terminate your account; (c) a request or requirement by law enforcement or other government agencies; (d) discontinuance or material modification of the Site; (e) unexpected technical issues or problems; (f) extended periods of inactivity; (g) fraudulent, abusive, or otherwise illegal activity; or (h) nonpayment of any fees owed by you in connection with the Site.
You may terminate these Terms at any time by ceasing all use of the Site and, if applicable, deleting your account. Upon termination of these Terms for any reason: (a) your right to use the Site will immediately cease; (b) you will no longer be able to access your account or any content contained therein; (c) we may, but are not obligated to, delete your account and all associated data; and (d) all provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability. You remain responsible for all charges, fees, and other obligations incurred prior to termination.
XpertMatrix reserves the right, in its sole discretion, to modify, update, or revise these Terms at any time and for any reason, including but not limited to compliance with applicable laws, changes in business practices, addition of new features or services, or other operational reasons. Any changes to these Terms will be effective immediately upon posting the updated Terms on the Site with a new "Last Updated" date, unless otherwise specified in the updated Terms. We may, but are not obligated to, notify you of material changes to these Terms by email, through the Site, or by other reasonable means.
Your continued use of the Site following the posting of any changes to these Terms constitutes your acceptance of such changes and agreement to be bound by the updated Terms. If you do not agree to any modification of these Terms, you must stop using the Site immediately. It is your responsibility to check these Terms periodically for changes. We recommend that you print or save a local copy of these Terms for your records and check back regularly for updates.
These Terms and any disputes arising out of or relating to these Terms or the Site shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Kent County, Delaware, and you hereby irrevocably consent to the personal jurisdiction and venue of such courts.
Prior to initiating any formal legal proceedings, both parties agree to engage in good faith negotiations to resolve any dispute arising out of or relating to these Terms for a period of sixty (60) days. If the dispute cannot be resolved through such negotiations, any remaining disputes shall be resolved by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator in Dover, Delaware, and shall be conducted in English. The arbitrator's decision shall be final and binding upon both parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, except that the arbitrator may award costs and attorneys' fees to the prevailing party if permitted by applicable law.
For questions about these Terms or the Site, please contact us at: support@xpertmatrix.com