END USER LICENSE AGREEMENT
END USER LICENSE AGREEMENT
END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING, ACCESSING OR USING ANY XALTER PRODUCT(S) (“XALTER PRODUCT(S)”), THE PARTY PAYING FOR ACCESS TO THE XALTER PRODUCTS ("LICENSEE") AND EACH END USER AUTHORIZED THROUGH LICENSEE (COLLECTIVELY LICENSEE AND EACH END USER ARE "YOU") AGREE TO USE SUCH XALTER PRODUCT(S) SOLELY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”), AND YOU AGREE THAT YOU ARE BOUND BY AND ARE A PARTY TO THIS AGREEMENT. YOU WARRANT THAT YOU ARE AT LEAST EIGHTEEN YEARS OLD AND THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO CONTRACTS.
YOUR USE OF XALTER PRODUCT(S) IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT OR ANYTHING IN XALTER TERMS OF SERVICE OR PRIVACY POLICY, YOU MAY NOT DOWNLOAD, INSTALL, ACCESS OR USE XALTER PRODUCT(S). BY INSTALLING AND USING THE XALTER PRODUCT(S)] YOU AGREE TO THE PRIVACY POLICY AND TERMS OF SERVICE.
XALTER Products are licensed, not sold, to You for use only under the terms of this license. The licensor, XALTER, Inc. (“XALTER”) and its licensors reserve all rights not expressly granted herein. The XALTER Product that is subject to this license is referred to in this Agreement as the “Software.”
To the extent the Software is accessed or used by individual end users under the Licensee’s authorization, the Licensee represents and warrants that all such end users meet the following eligibility requirements: (a) the end user is 18 years of age or older, or is between 13 and 18 years of age and has obtained verifiable parental or guardian consent to the terms of this Agreement, and (b) each end user has the legal capacity to be bound by this Agreement, or, where the end user is a minor, a parent/legal guardian has accepted this Agreement on their behalf.
Where registration or submission of personal information is required to access the Software: the Licensee shall ensure that any individual end user who independently registers is at least 18 years of age. For end users between the ages of 13 and 18, the Licensee, or the end user’s parent or legal guardian, must complete the registration and acceptance process on the end user’s behalf. The Licensee shall not permit, facilitate, or enable registration by or on behalf of any child under the age of 13.
The Licensee assumes full responsibility for ensuring that the Software is used in compliance with this Agreement by all authorized end users, including minors for whom the Licensee or a parent/legal guardian has accepted this Agreement. This includes responsibility for all activity, financial obligations, and legal liability arising from such use.
This Agreement is made between Licensee and XALTER (the “Parties”). Except as specifically provided in Section A, this Agreement does not confer any enforceable rights or remedies upon any person other than the Parties. The Parties acknowledge that this Agreement is concluded between themselves only, and XALTER is solely responsible for the Software and the content thereof.
A. Scope of License. This license granted to You for the Licensed Application by XALTER is limited to a non-transferable, non-sublicensable, limited license to use the Software. This license does not allow You to use the Software on any device that You do not own or control, and You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Software. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Software). Any attempt to do so is a violation of the rights of XALTER and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by XALTER that replace and/or supplement the original Product. In order to use the Products, You may be required to upgrade to the latest mobile application version. XALTER may notify You via email or other mechanisms describing the applicable upgrade. The Parties acknowledge and agree that XALTER’s licensors are the intended third party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, have the express right to rely upon and directly enforce the terms of this Agreement against you as a third-party beneficiary hereof. There are no implied licenses granted by XALTER under this Agreement. Except as specified above, you shall have no rights to the Software.
B. Use Restrictions. You, directly or indirectly, alone or with any other party, may not:
modify, change, create derivative works of, disassemble, decompile or otherwise reverse engineer the Software, or remove proprietary legends in the Software.
distribute, transfer, resell, rent, lease, or loan the Software to any other party, except as described above.
make the Software available to others in a service bureau arrangement or for any similar commercial time-sharing or third party training use.
transfer the Software to any third party for outsourcing or any other purpose without the express prior written consent of XALTER.
remove or modify the source code responsible for displaying the XALTER branding that links back to http://www.xalter.com/ as part of rendered pages. Furthermore, when the Software is being used in a website or application, the XALTER branding must stay fully visible and not visually overlapped by other elements.
disable, modify or restrict XALTER’s access to usage statistics.
C. Ownership. You acknowledge and agree that the Software belongs to XALTER or its Licensors. You agree that you neither own nor hereby acquire any claim or right of ownership to the Software or to any related patents, copyrights, trademarks or other intellectual property. XALTER and its Licensors retain all right, title and interest in and to all copies of the Software at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. This license is not a sale of the original or any subsequent copy. The Software is protected by copyright and other intellectual property laws and by international treaties. You may not make any copies of the Software except for your own personal use. Any and all other copies of the Software made by you are in violation of this license. All content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright law. This license gives you no rights to such content. All trademarks used in connection with the Software are owned by XALTER, its affiliates and/or its Licensors and other suppliers, and no license to use any such trademarks is provided hereunder. All suggestions or feedback provided by you to XALTER with respect to the Software shall be XALTER’s property and deemed confidential information of XALTER. You and XALTER acknowledge that, in the event of any third-party claim that the Software or your possession and use of the Software infringes that third party’s intellectual property rights, XALTER will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property claim.
D. Maintenance and Support. This Agreement does not entitle you to receive from XALTER or its Licensors hard-copy documentation, support, telephone assistance, maintenance, or enhancements or updates to the Software. XALTER may, in its sole discretion, provide to You updates to the Software.
Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, "Updates") as XALTER makes generally available to all licensees of the Software then entitled to maintenance and support services. XALTER may develop and provide Updates in its sole discretion, but has no obligation to develop Updates. All Updates will be deemed Software, and related documentation will be deemed documentation, all subject to all terms and conditions of this Agreement.
XALTER has no obligation to provide maintenance and support services, including Updates: (i) for versions or releases of the Software that are not the most current versions or releases; (ii) for any copy of Software for which all previously issued Updates have not been installed; (iii) if you are in breach under this Agreement; or (iv) for any Software that has been modified other than by XALTER.
E. Consent to Use of Data; Moderation. You agree that XALTER may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered to facilitate the provision of software updates, product support and other services to You (if any) related to the Software. XALTER will own and retain all rights to user-contributed content and data captured through the Software. XALTER may use this information to improve its products, to provide services or technologies to You, or for any other lawful purpose. In addition, XALTER Privacy Policy located at https://xalter.com/privacy-policy shall govern the collection, use, transfer and disclosure of personal information and is incorporated herein by this reference.
XALTER may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used.
XALTER may use such information for any purpose related to any use of the Software by you or on your equipment, including but not limited to: (i) improving the performance of the Software or developing Updates; (ii) verifying your compliance with the terms of this Agreement and enforcing XALTER's rights, including all intellectual property rights in and to the Software; (iii) analyzing anonymized usage and/or biometric data for product related ideas, insights, best practices, and trends using human, machine and/or artificial intelligence for commercial or non-commercial purposes.
Ratings and reviews, both positive and negative, will be displayed without censor. However, You agree to acceptable usage guidelines as outlined herein. XALTER retains the right to moderate reviews that violate acceptable usage guidelines. Moderated reviews are not deleted from XALTER’s database, but they are hidden from display to all web site visitors except the review author. Authors will be notified that their review has been moderated by a message adjacent to their review.
F. Termination. The license is effective until terminated by You or XALTER. The license may be terminated upon notice by either party. Your rights under this license will terminate automatically without notice from XALTER if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Software, and destroy all copies, full or partial, of the Software.
G. Services; Third-Party Materials. The Software may enable access to XALTER’s and third-party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that you accept additional terms and conditions, including the Terms of Service Agreement available at https://xalter.com/terms-of-service.
You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that XALTER shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third-party web sites. By using the Services, You acknowledge and agree that XALTER is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or web sites. XALTER does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third-Party Materials or web sites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other web sites are provided solely as a convenience to You. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither XALTER, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by any Services.
You agree that any Services which contain proprietary content, information and material is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that XALTER is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
In addition, Third-Party Services and Third-Party Materials that may be accessed from, displayed on or linked to from a device, are not available in all languages or in all countries. XALTER makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. XALTER, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will XALTER be liable for the removal of or disabling of access to any such Services. XALTER may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
H. Product Claims. The Parties acknowledge that XALTER is responsible for addressing any claims made by you or third parties relating to the Software or your possession and/or use of the Software, including, but not limited to: (i) product liability claims; and (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement.
I. Restrictions. To prevent abuse of the Software, all postings by You must: (a) never harass, threaten or cause distress, unwanted attention or discomfort to a person or entity; (b) not contain or transmit sexually explicit images or other content that is offensive; (c) not contain or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful content or content which is racially, ethnically or otherwise objectionable, or which infringes upon the rights of any third party; (d) not impersonate any person, including but not limited to, an information provider, or communicate under a false name or a name not entitled or authorized to use; and (e) not violate (intentionally or unintentionally) any applicable local, state, national or international law, including but not limited to any regulations having the force of law.
J. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND XALTER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. XALTER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY XALTER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
The training materials, simulations, and instructional content provided through the Software are intended for educational and informational purposes only. They are not a substitute for certified training, professional judgment, manufacturer instructions, or official operating procedures.
XALTER does not warrant or represent that the training materials are complete, accurate, or sufficient for performing real-world tasks. Users may not rely solely on the training materials when making operational, maintenance, safety, or compliance decisions.
You must exercise appropriate vigilance and care in all respects when using or engaging with XALTER's Software, products and/or services to ensure your well-being, the well-being of those around you, and surrounding property. You hereby waive any right to bring any action against XALTER or receive damages for any damages or losses suffered by you from XALTER when you did not exercise the due care required under this Section. You assume full, exclusive and sole responsibility for the use of and reliance on the Service, and you further agree and acknowledge that your use of or reliance on the Service is made entirely at your own risk.
K. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL XALTER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF XALTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL XALTER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
L. ASSUMPTION OF RISK. YOU hereby assume all risks associated with the use of the SOFTWARE AND SERVICES, including all risks of personal injury or property damage. YOU HEREBY REMISE, RELEASE, ACQUIT AND FOREVER DISCHARGE XALTER, ANY EMPLOYEES OR OFFICERS OF XALTER, AND ANY INDIVIDUALS ASSOCIATED WITH XALTER OR THE SOFTWARE AND SERVICES (“RELEASED PARTIES”) OF AND FROM ANY AND ALL LIABILITIES, CLAIMS, REMEDIES, DEMANDS, SUITS OR CAUSES OF ACTION OF WHATSOEVER KIND OR CHARACTER, IN WHOLE OR IN PART, WHETHER CHOATE OR INCHOATE, WHICH YOU MAY EVER HAVE AGAINST THE RELEASED PARTIES THAT IN ANY WAY DIRECTLY OR INDIRECTLY RELATE TO, RESULT FROM, ARE BASED UPON, OR ARISE OUT OF THE SOFTWARE OR SERVICES.YOU FURTHER AGREE TO DEFEND, INDEMNIFY, SAVE, AND HOLD THE RELEASED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LIABILITIES, LAWSUITS, LITIGATION, ATTORNEYS FEES, EXPENSES, OR ARBITRATIONS ARISING OUT OF ANY YOUR ACTIONS, EITHER INTENTIONALLY OR NEGLIGENTLY, DURING THE USE OF THE SOFTWARE AND SERVICES.
M. Injunctive Relief. You acknowledge and agree that your breach or threatened breach of this Agreement shall cause XALTER irreparable damage for which recovery of money damages would be inadequate and that XALTER therefore may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.
N. Legal/Export Compliance. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or that has been designated by the U.S. Government as a “terrorist supporting” country or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
O. US Government Use. The Software and related documentation are "Commercial Items", 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
P. Governing Law. The laws of the State of Oklahoma, excluding its conflicts of law rules, govern this license and your use of the Software. Notwithstanding the foregoing, the Arbitration Agreement in Section Q above shall be governed by the Federal Arbitration Act. For the avoidance of doubt, the choice of Oklahoma governing law shall not supersede any mandatory consumer protection legislation in such jurisdictions.
Q. Arbitration Agreement. Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to arbitration before the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules. The place of arbitration shall be Oklahoma City, Oklahoma. The language to be used in the arbitral proceedings shall be English. The Parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief as necessary, without breach of this Section and without abridgment of the powers of the arbitrator. The arbitrator may award any form of individual or equitable relief, including injunctive relief. Any award will be final and conclusive to the Parties and may be entered in any court of competent jurisdiction. You agree to the entry of injunctive relief to stop any lawsuit or to remove you as a participant in such a suit. By using the Software in any manner, you agree to this arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and XALTER. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. This provision preventing you from bringing, joining or participating in class action lawsuits is an independent covenant. You may opt-out of this Section by providing written notice of your decision within thirty (30) days of the date that you first use the Software.
All claims arising out of or relating to this Agreement, to the Services, or to your relationship with XALTER that for whatever reason are not submitted to arbitration will be litigated exclusively in the federal or state courts of Oklahoma County, Oklahoma City, Oklahoma, U.S.A. You and XALTER consent to the exercise of personal jurisdiction of courts in the State of Oklahoma and waive any claim that such courts constitute an inconvenient forum.
If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Service from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:
If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.
Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
R. Indemnification. You agree to indemnify and hold harmless XALTER, its officers, directors, agents, affiliates and employees from any costs, expenses (including legal costs and attorneys' fees), liabilities, penalties, fines, losses, damages, demands, third-party claims, judgments and/or other forms of liability, whether arising from personal or bodily injury, illness, death, tangible or intangible property damage or loss, or otherwise in connection with, arising out of or relating to: (i) your violation of applicable laws, rules or regulations in connection with your access or use of the Software; (ii) your breach of the terms of this Agreement; and (iii) any third party claims relating to your misuse of the Software.
S. General. This Agreement along with the Terms of Service available at https://xalter.com/terms-of-service shall constitute the entire agreement between the Parties regarding the subject matter hereof and by acknowledging this license you also acknowledge the obligations in such terms of service. The Parties agree that this license cannot be altered, amended or modified by You, except by a writing signed by XALTER. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy. You shall not assign or transfer this license without the prior written consent of XALTER. Any attempt to assign or transfer this license by You shall be void. Each provision of this license is a separately enforceable provision. If any provision of this license is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this license to remain in effect in accordance with its terms as modified by such reformation.
T. User Outside the U.S. If you are using the Software outside the U.S.A., then the following shall apply: (a) You confirm that this Agreement and all related documentation is and will be in the English language; (b) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software or any services accessed or used in connection with the Software and documentation, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
U. Contact. If You have any questions, complaints or claims with respect to the Software or any conduct or content, You can contact us at: XALTER, Inc., 801 Travis Street, Suite 2101, PMB 2093, Houston TX 77002, and info@xalter.com.
PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING, ACCESSING OR USING ANY XALTER PRODUCT(S) (“XALTER PRODUCT(S)”), THE PARTY PAYING FOR ACCESS TO THE XALTER PRODUCTS ("LICENSEE") AND EACH END USER AUTHORIZED THROUGH LICENSEE (COLLECTIVELY LICENSEE AND EACH END USER ARE "YOU") AGREE TO USE SUCH XALTER PRODUCT(S) SOLELY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”), AND YOU AGREE THAT YOU ARE BOUND BY AND ARE A PARTY TO THIS AGREEMENT. YOU WARRANT THAT YOU ARE AT LEAST EIGHTEEN YEARS OLD AND THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO CONTRACTS.
YOUR USE OF XALTER PRODUCT(S) IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT OR ANYTHING IN XALTER TERMS OF SERVICE OR PRIVACY POLICY, YOU MAY NOT DOWNLOAD, INSTALL, ACCESS OR USE XALTER PRODUCT(S). BY INSTALLING AND USING THE XALTER PRODUCT(S)] YOU AGREE TO THE PRIVACY POLICY AND TERMS OF SERVICE.
XALTER Products are licensed, not sold, to You for use only under the terms of this license. The licensor, XALTER, Inc. (“XALTER”) and its licensors reserve all rights not expressly granted herein. The XALTER Product that is subject to this license is referred to in this Agreement as the “Software.”
To the extent the Software is accessed or used by individual end users under the Licensee’s authorization, the Licensee represents and warrants that all such end users meet the following eligibility requirements: (a) the end user is 18 years of age or older, or is between 13 and 18 years of age and has obtained verifiable parental or guardian consent to the terms of this Agreement, and (b) each end user has the legal capacity to be bound by this Agreement, or, where the end user is a minor, a parent/legal guardian has accepted this Agreement on their behalf.
Where registration or submission of personal information is required to access the Software: the Licensee shall ensure that any individual end user who independently registers is at least 18 years of age. For end users between the ages of 13 and 18, the Licensee, or the end user’s parent or legal guardian, must complete the registration and acceptance process on the end user’s behalf. The Licensee shall not permit, facilitate, or enable registration by or on behalf of any child under the age of 13.
The Licensee assumes full responsibility for ensuring that the Software is used in compliance with this Agreement by all authorized end users, including minors for whom the Licensee or a parent/legal guardian has accepted this Agreement. This includes responsibility for all activity, financial obligations, and legal liability arising from such use.
This Agreement is made between Licensee and XALTER (the “Parties”). Except as specifically provided in Section A, this Agreement does not confer any enforceable rights or remedies upon any person other than the Parties. The Parties acknowledge that this Agreement is concluded between themselves only, and XALTER is solely responsible for the Software and the content thereof.
A. Scope of License. This license granted to You for the Licensed Application by XALTER is limited to a non-transferable, non-sublicensable, limited license to use the Software. This license does not allow You to use the Software on any device that You do not own or control, and You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Software. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Software). Any attempt to do so is a violation of the rights of XALTER and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by XALTER that replace and/or supplement the original Product. In order to use the Products, You may be required to upgrade to the latest mobile application version. XALTER may notify You via email or other mechanisms describing the applicable upgrade. The Parties acknowledge and agree that XALTER’s licensors are the intended third party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, have the express right to rely upon and directly enforce the terms of this Agreement against you as a third-party beneficiary hereof. There are no implied licenses granted by XALTER under this Agreement. Except as specified above, you shall have no rights to the Software.
B. Use Restrictions. You, directly or indirectly, alone or with any other party, may not:
modify, change, create derivative works of, disassemble, decompile or otherwise reverse engineer the Software, or remove proprietary legends in the Software.
distribute, transfer, resell, rent, lease, or loan the Software to any other party, except as described above.
make the Software available to others in a service bureau arrangement or for any similar commercial time-sharing or third party training use.
transfer the Software to any third party for outsourcing or any other purpose without the express prior written consent of XALTER.
remove or modify the source code responsible for displaying the XALTER branding that links back to http://www.xalter.com/ as part of rendered pages. Furthermore, when the Software is being used in a website or application, the XALTER branding must stay fully visible and not visually overlapped by other elements.
disable, modify or restrict XALTER’s access to usage statistics.
C. Ownership. You acknowledge and agree that the Software belongs to XALTER or its Licensors. You agree that you neither own nor hereby acquire any claim or right of ownership to the Software or to any related patents, copyrights, trademarks or other intellectual property. XALTER and its Licensors retain all right, title and interest in and to all copies of the Software at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. This license is not a sale of the original or any subsequent copy. The Software is protected by copyright and other intellectual property laws and by international treaties. You may not make any copies of the Software except for your own personal use. Any and all other copies of the Software made by you are in violation of this license. All content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright law. This license gives you no rights to such content. All trademarks used in connection with the Software are owned by XALTER, its affiliates and/or its Licensors and other suppliers, and no license to use any such trademarks is provided hereunder. All suggestions or feedback provided by you to XALTER with respect to the Software shall be XALTER’s property and deemed confidential information of XALTER. You and XALTER acknowledge that, in the event of any third-party claim that the Software or your possession and use of the Software infringes that third party’s intellectual property rights, XALTER will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property claim.
D. Maintenance and Support. This Agreement does not entitle you to receive from XALTER or its Licensors hard-copy documentation, support, telephone assistance, maintenance, or enhancements or updates to the Software. XALTER may, in its sole discretion, provide to You updates to the Software.
Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, "Updates") as XALTER makes generally available to all licensees of the Software then entitled to maintenance and support services. XALTER may develop and provide Updates in its sole discretion, but has no obligation to develop Updates. All Updates will be deemed Software, and related documentation will be deemed documentation, all subject to all terms and conditions of this Agreement.
XALTER has no obligation to provide maintenance and support services, including Updates: (i) for versions or releases of the Software that are not the most current versions or releases; (ii) for any copy of Software for which all previously issued Updates have not been installed; (iii) if you are in breach under this Agreement; or (iv) for any Software that has been modified other than by XALTER.
E. Consent to Use of Data; Moderation. You agree that XALTER may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered to facilitate the provision of software updates, product support and other services to You (if any) related to the Software. XALTER will own and retain all rights to user-contributed content and data captured through the Software. XALTER may use this information to improve its products, to provide services or technologies to You, or for any other lawful purpose. In addition, XALTER Privacy Policy located at https://xalter.com/privacy-policy shall govern the collection, use, transfer and disclosure of personal information and is incorporated herein by this reference.
XALTER may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used.
XALTER may use such information for any purpose related to any use of the Software by you or on your equipment, including but not limited to: (i) improving the performance of the Software or developing Updates; (ii) verifying your compliance with the terms of this Agreement and enforcing XALTER's rights, including all intellectual property rights in and to the Software; (iii) analyzing anonymized usage and/or biometric data for product related ideas, insights, best practices, and trends using human, machine and/or artificial intelligence for commercial or non-commercial purposes.
Ratings and reviews, both positive and negative, will be displayed without censor. However, You agree to acceptable usage guidelines as outlined herein. XALTER retains the right to moderate reviews that violate acceptable usage guidelines. Moderated reviews are not deleted from XALTER’s database, but they are hidden from display to all web site visitors except the review author. Authors will be notified that their review has been moderated by a message adjacent to their review.
F. Termination. The license is effective until terminated by You or XALTER. The license may be terminated upon notice by either party. Your rights under this license will terminate automatically without notice from XALTER if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Software, and destroy all copies, full or partial, of the Software.
G. Services; Third-Party Materials. The Software may enable access to XALTER’s and third-party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that you accept additional terms and conditions, including the Terms of Service Agreement available at https://xalter.com/terms-of-service.
You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that XALTER shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third-party web sites. By using the Services, You acknowledge and agree that XALTER is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or web sites. XALTER does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third-Party Materials or web sites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other web sites are provided solely as a convenience to You. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither XALTER, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by any Services.
You agree that any Services which contain proprietary content, information and material is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that XALTER is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
In addition, Third-Party Services and Third-Party Materials that may be accessed from, displayed on or linked to from a device, are not available in all languages or in all countries. XALTER makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. XALTER, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will XALTER be liable for the removal of or disabling of access to any such Services. XALTER may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
H. Product Claims. The Parties acknowledge that XALTER is responsible for addressing any claims made by you or third parties relating to the Software or your possession and/or use of the Software, including, but not limited to: (i) product liability claims; and (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement.
I. Restrictions. To prevent abuse of the Software, all postings by You must: (a) never harass, threaten or cause distress, unwanted attention or discomfort to a person or entity; (b) not contain or transmit sexually explicit images or other content that is offensive; (c) not contain or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful content or content which is racially, ethnically or otherwise objectionable, or which infringes upon the rights of any third party; (d) not impersonate any person, including but not limited to, an information provider, or communicate under a false name or a name not entitled or authorized to use; and (e) not violate (intentionally or unintentionally) any applicable local, state, national or international law, including but not limited to any regulations having the force of law.
J. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND XALTER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. XALTER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY XALTER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
The training materials, simulations, and instructional content provided through the Software are intended for educational and informational purposes only. They are not a substitute for certified training, professional judgment, manufacturer instructions, or official operating procedures.
XALTER does not warrant or represent that the training materials are complete, accurate, or sufficient for performing real-world tasks. Users may not rely solely on the training materials when making operational, maintenance, safety, or compliance decisions.
You must exercise appropriate vigilance and care in all respects when using or engaging with XALTER's Software, products and/or services to ensure your well-being, the well-being of those around you, and surrounding property. You hereby waive any right to bring any action against XALTER or receive damages for any damages or losses suffered by you from XALTER when you did not exercise the due care required under this Section. You assume full, exclusive and sole responsibility for the use of and reliance on the Service, and you further agree and acknowledge that your use of or reliance on the Service is made entirely at your own risk.
K. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL XALTER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF XALTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL XALTER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
L. ASSUMPTION OF RISK. YOU hereby assume all risks associated with the use of the SOFTWARE AND SERVICES, including all risks of personal injury or property damage. YOU HEREBY REMISE, RELEASE, ACQUIT AND FOREVER DISCHARGE XALTER, ANY EMPLOYEES OR OFFICERS OF XALTER, AND ANY INDIVIDUALS ASSOCIATED WITH XALTER OR THE SOFTWARE AND SERVICES (“RELEASED PARTIES”) OF AND FROM ANY AND ALL LIABILITIES, CLAIMS, REMEDIES, DEMANDS, SUITS OR CAUSES OF ACTION OF WHATSOEVER KIND OR CHARACTER, IN WHOLE OR IN PART, WHETHER CHOATE OR INCHOATE, WHICH YOU MAY EVER HAVE AGAINST THE RELEASED PARTIES THAT IN ANY WAY DIRECTLY OR INDIRECTLY RELATE TO, RESULT FROM, ARE BASED UPON, OR ARISE OUT OF THE SOFTWARE OR SERVICES.YOU FURTHER AGREE TO DEFEND, INDEMNIFY, SAVE, AND HOLD THE RELEASED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LIABILITIES, LAWSUITS, LITIGATION, ATTORNEYS FEES, EXPENSES, OR ARBITRATIONS ARISING OUT OF ANY YOUR ACTIONS, EITHER INTENTIONALLY OR NEGLIGENTLY, DURING THE USE OF THE SOFTWARE AND SERVICES.
M. Injunctive Relief. You acknowledge and agree that your breach or threatened breach of this Agreement shall cause XALTER irreparable damage for which recovery of money damages would be inadequate and that XALTER therefore may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.
N. Legal/Export Compliance. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or that has been designated by the U.S. Government as a “terrorist supporting” country or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
O. US Government Use. The Software and related documentation are "Commercial Items", 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
P. Governing Law. The laws of the State of Oklahoma, excluding its conflicts of law rules, govern this license and your use of the Software. Notwithstanding the foregoing, the Arbitration Agreement in Section Q above shall be governed by the Federal Arbitration Act. For the avoidance of doubt, the choice of Oklahoma governing law shall not supersede any mandatory consumer protection legislation in such jurisdictions.
Q. Arbitration Agreement. Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to arbitration before the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules. The place of arbitration shall be Oklahoma City, Oklahoma. The language to be used in the arbitral proceedings shall be English. The Parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief as necessary, without breach of this Section and without abridgment of the powers of the arbitrator. The arbitrator may award any form of individual or equitable relief, including injunctive relief. Any award will be final and conclusive to the Parties and may be entered in any court of competent jurisdiction. You agree to the entry of injunctive relief to stop any lawsuit or to remove you as a participant in such a suit. By using the Software in any manner, you agree to this arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and XALTER. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. This provision preventing you from bringing, joining or participating in class action lawsuits is an independent covenant. You may opt-out of this Section by providing written notice of your decision within thirty (30) days of the date that you first use the Software.
All claims arising out of or relating to this Agreement, to the Services, or to your relationship with XALTER that for whatever reason are not submitted to arbitration will be litigated exclusively in the federal or state courts of Oklahoma County, Oklahoma City, Oklahoma, U.S.A. You and XALTER consent to the exercise of personal jurisdiction of courts in the State of Oklahoma and waive any claim that such courts constitute an inconvenient forum.
If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Service from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:
If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.
Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
R. Indemnification. You agree to indemnify and hold harmless XALTER, its officers, directors, agents, affiliates and employees from any costs, expenses (including legal costs and attorneys' fees), liabilities, penalties, fines, losses, damages, demands, third-party claims, judgments and/or other forms of liability, whether arising from personal or bodily injury, illness, death, tangible or intangible property damage or loss, or otherwise in connection with, arising out of or relating to: (i) your violation of applicable laws, rules or regulations in connection with your access or use of the Software; (ii) your breach of the terms of this Agreement; and (iii) any third party claims relating to your misuse of the Software.
S. General. This Agreement along with the Terms of Service available at https://xalter.com/terms-of-service shall constitute the entire agreement between the Parties regarding the subject matter hereof and by acknowledging this license you also acknowledge the obligations in such terms of service. The Parties agree that this license cannot be altered, amended or modified by You, except by a writing signed by XALTER. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy. You shall not assign or transfer this license without the prior written consent of XALTER. Any attempt to assign or transfer this license by You shall be void. Each provision of this license is a separately enforceable provision. If any provision of this license is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this license to remain in effect in accordance with its terms as modified by such reformation.
T. User Outside the U.S. If you are using the Software outside the U.S.A., then the following shall apply: (a) You confirm that this Agreement and all related documentation is and will be in the English language; (b) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software or any services accessed or used in connection with the Software and documentation, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
U. Contact. If You have any questions, complaints or claims with respect to the Software or any conduct or content, You can contact us at: XALTER, Inc., 801 Travis Street, Suite 2101, PMB 2093, Houston TX 77002, and info@xalter.com.
