Use of this website, signifies your full agreement to the Conditions of Use. Please read these terms carefully before you use the website. This website, www.xinfluencer.com, is owned and operated by XINFLUENCER LIMITED, and the contents of the site, including all intellectual property, trademarks, logos, design and text, are the exclusive property of XINFLUENCER LIMITED, and are protected, throughout the world, without limitation, pursuant to copyright and trademark laws. No materials from this website may be modified, copied, downloaded, uploaded, reproduced, repackaged, republished, transmitted, redistributed or resold in any way, either in whole or in any part, without the prior written permission and consent of XINFLUENCER LIMITED, which permission and consent, if and as individually granted under specific terms and conditions of use, in no way compromises the copyright, trademark and proprietary rights of XINFLUENCER LIMITED, all of which are left intact and unaltered at all times. Use of the materials contained on this website, or any other publication or service owned by XINFLUENCER LIMITED, on any other website, is strictly prohibited.
XINFLUENCER LIMITED, makes no representations or warranties, and accepts no liability of any kind for any loss or damages resulting from the use of this site or any materials contained on it, which are provided 'as is' and 'as available'. XINFLUENCER LIMITED makes no representations or warranties that the materials on this site are error-free, or that they are fit for any particular purpose or requirements. Nor does it warrant the mechanical operation of this website or any of its contents. No statement on this website is to be construed as a recommendation to buy or sell assets. The buyer has purchased a non-transferable, non-exclusive, license to access specific XInfluencer Online Services, which will be subject to the following terms and conditions. The 'content' within the database is also referred to in this agreement as 'material', ‘presentations’, 'intellectual property','SERVICES', 'report' and 'data'. Once your organisation, or a person within it, has had access to any Content subject to these conditions, you are agreeing that your organisation is deemed to be aware of, and consents to, this Agreement.
License Agreement for the Supply of Content
1. AVAILABILITY OF CONTENT
XINFLUENCER LIMITED will use reasonable endeavours to ensure that the content will be made available to the buyers 24 hours per day. However XINFLUENCER LIMITED reserves the right, a) to vary the Products & Services without any notice. b) to suspend the availability of content temporarily in the event of technical difficulties or other circumstances beyond the reasonable control of XINFLUENCER LIMITED. In the event of any such variation or suspension of content XINFLUENCER LIMITED will use all reasonable endeavours to resume services as soon as practicable but shall not be liable for any loss, damage or claim caused by such variation or suspension.
2. OWNERSHIP OF INTELLECTUAL PROPERTY
The buyer acknowledges that:
- all Intellectual Property Rights (IPR) (including all patents, copyrights, rights in software, design rights, trade marks, service marks, trade secrets, know-how, database rights, domain names, and all other intellectual or industrial property rights (whether registered or unregistered)) and all applications for the same, (anywhere in the world) in the content, the information contained therein, in all documentation, training materials and related matter, and in all parts thereof, are owned by XINFLUENCER LIMITED;
- that it does not have any IPR nor any other proprietary interests in the services, or in any data or material contained in it; and
- except as expressly permitted in this Agreement, nothing herein shall be taken as conferring by implication, estoppel or otherwise any license or right to use any IPR in the services without the prior written approval of XINFLUENCER LIMITED or third parties who may own such IPR.
The buyer undertakes that it will not copy, reproduce, extract or transmit in any form or otherwise deal with in any way, the whole or part of the data, materials or information contained in the services except as provided in sub-clauses below.
Unless otherwise agreed in writing in advance by XINFLUENCER LIMITED, the material (in whole or in part) may not be sold, nor passed on, communicated, or disseminated in any form, nor access granted to any third party (including but not limited to clients/ potential clients/ suppliers/ agents/ partners in other ventures/ accountants/ solicitors/ bankers/ brokers/ licensees). Nor to any subsidiary, associated or holding company (whether direct or indirect) of the buyer, whether trading or non-trading, or to any entity trading under the same umbrella trading name where the direct equity interest is different in any way to that of the buyer.
The buyer may only use the content in the course of its own normal day-to-day business. Buyer may not pass materials to clients and prospects unless done so as part of a presentation or similar, where XINFLUENCER LIMITED is referenced as owner of all copyrights and intellectual property, and that passing material to third parties is carried out on an ad-hoc non-systematic basis.
3. SELLING PRICE
The selling price excludes VAT (unless otherwise stated) and sales taxes, local and business taxes and all other charges that are the responsibility of the buyer. No deduction should be made in relation to payment of the price except for withholding tax governed by a double tax treaty between the country of the buyer and the United Kingdom.
4. LIMITATION ON LIABILITY
i) Except as provided in clause 4 (ii), all conditions and warranties whether express or implied by statute or otherwise (including but not limited to those as to description, merchantability or fitness for purpose) are excluded from this agreement.
ii) In particular whilst XINFLUENCER LIMITED aims to ensure that material contained within this website is accurate and complete, XINFLUENCER LIMITED gives no warranty, express or implied, that the material supplied as part of the Content is suitable for any particular purpose, nor that it is complete, correct, or up to date.
iii) XINFLUENCER LIMITED will use all reasonable efforts to ensure that the content will perform as agreed in proposal. In the event of an established failure of the content, XINFLUENCER LIMITED 's obligation shall be limited to using its reasonable efforts to remedy any deficiencies in the relevant content, or at its option, to cancelling, crediting or refunding all charges paid by the buyer. The obligation to correct defects or cancel, credit or refund a proportionate part of the charges described above shall constitute the full extent of XINFLUENCER LIMITED 's liability in respect of any loss or damage sustained by the buyer whether caused by breach of this Agreement, misrepresentation, negligence of XINFLUENCER LIMITED (or its employees or agents) or from any other cause, and in particular, XINFLUENCER LIMITED shall not be liable for any consequential, economic or other direct or indirect loss (including but not limited to any damages payable to a third party, loss of profits or wasted resources) suffered by the buyer, provided that if for any reason this provision is invalid or unenforceable, the maximum aggregate liability of XINFLUENCER LIMITED shall not exceed the charges paid by the buyer for the content, under all circumstances.
The buyer undertakes to keep confidential and not to disclose to any third party or to use itself, any confidential or secret information in any form directly or indirectly belonging or relating to XINFLUENCER LIMITED, its or their business affairs, disclosed by XINFLUENCER LIMITED or received by the buyer pursuant to or in the course of this Agreement ('Confidential Information').
The buyer undertakes to disclose Confidential Information of XINFLUENCER LIMITED only to those of its officers, employees, agents and contractors to whom and to the extent to which disclosure is necessary for the purposes contemplated under this Agreement.
The above obligations of confidentiality and non-use shall not apply to information or material:
a) which is named by the buyer prior to receipt from XINFLUENCER LIMITED as evidence by documents in the possession of the buyer at the time of disclosure; b) which, after receipt from XINFLUENCER LIMITED, is disclosed to the buyer by a third party having the legal right to do so; c) which is available to the public at the time of receipt of XINFLUENCER LIMITED; or (d) which becomes available to the public after receipt from XINFLUENCER LIMITED through no fault of the buyer.
6. FORCE MAJEURE
No party shall be liable to the other for the delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including without limitation, any of the following: act of God, government act, war, fire, flood, explosion or civil commotion.
No forbearance or delay by XINFLUENCER LIMITED in enforcing its rights will prejudice or restrict the rights of XINFLUENCER LIMITED, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
8. NO ASSIGNMENT
The benefit of this Agreement may not be assigned in whole or in part by the buyer without the prior written consent of XINFLUENCER LIMITED.
9. ENTIRE AGREEMENT
This agreement constitutes the whole agreement between XINFLUENCER LIMITED and the buyer relating to XINFLUENCER LIMITED services and supersedes and replaces any prior agreements and arrangements of whatever natures relating thereto. For the avoidance of doubt, XINFLUENCER LIMITED is hereby giving notice that content provided previously under different contractual arrangements will now be subject to this new agreement.
If any part of this Agreement shall be held unenforceable the rest of the Agreement shall nevertheless remain in full force and effect.
11. CHANGES IN TERMS
XINFLUENCER LIMITED reserves the right to changes these Terms & Conditions without prior notice.
12. LAW GOVERNING THE TERMS
Use of this Website and these Terms shall be subject only to the laws of England and Wales which shall exclusively govern the interpretation, application and effect of all the above permissions, exclusions, licences and conditions of use.
The Courts of England and Wales shall have exclusive jurisdiction over all claims or disputes arising in relation to, out of or in connection with this Website and its use and these Terms.