Last update: May 22nd, 2018
Term of Services
Please read these Terms of Service(or Terms) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using Xceed's Services, you agree to comply with and be bound by these Terms, as applicable to you.
1. Accepting These Terms
1.1nd intrusion detection systems What's What. Xceed's products, features and offerings are available(a) online through the webpage xceed.me and a list of affiliates and partners("Site(s)");(b); and(c) through mobile applications("Applications").(a),(b) are collectively referred to as "Xceed Properties" or our "Services". These Terms apply to any Site(s) on which they are posted; where other terms or agreements are instead posted, those terms or agreements apply to the extent they conflict with these Terms. The material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content contained in or delivered via the Services or otherwise made available by Xceed in connection with the Services is the "Site Content"(or "Content"). Any material(including the foregoing categories) that you contribute, provide, post or make available using the Services is "Your Content."
1.2 Who's Who.
When these Terms use the term "Organizer," we mean event creators using the Services to create events displayed on the Services for consumers using our Services(a) to consume information about or attend Events("Consumers"), or(b) for any other reason. Organizers, Consumers and third parties using our Services are all referred to in these Terms collectively as "Users," "you" or "your."
When these Terms use the term "Xceed," "we," "us," or "our," that refers to Xceed srl. and its affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees.
1.4 What the "Terms of Service" Means. These Terms of Service and the other documents referenced in them(including in Section 1.3 above) comprise Xceed's "Terms." These Terms are a legally binding agreement between you and Xceed governing your access to and use of the Services and setting out your rights and responsibilities when you use the Services. By using any of our Services(including browsing a Site), you are agreeing to these Terms. If you do not agree to these Terms, please do not use or access the Services. If you will be using the Services on behalf of an entity(such as on behalf of your employer), you agree to these Terms on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, "you" and "your" will refer to that entity as well as yourself.
2. Xceed's Services and Role
2.1 What We Do. Xceed's Services provide a simple and quick means for Organizers to create customer profiles, organizer profiles, and other webpages related to their events, promote those pages and events to visitors or browsers on the Services or elsewhere online, manage online or onsite ticketing and registration, solicit donations, and sell or reserve merchandise or accommodations related to those events to Consumers or other Users. Descriptions of other and more specific services can generally be found on the Site of each of the Xceed Properties.
2.2 How We Fit In. Xceed is not the creator, organizer or owner of the events listed on the Services. Rather, Xceed provides its Services, which allow Organizers to manage ticketing and registration and promote their events. The Organizer is solely responsible for ensuring that any page displaying an event on the Services(and the event itself) meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described on the event page are delivered as described and in an accurate satisfactory manner. The Organizer of a paid event selects the payment processing method for its event as more fully described in the Merchant Agreement. Consumers must use whatever payment processing method the Organizer selects. If the Organizer selects a payment processing method that uses a third party to process the payment, then neither Xceed nor any of its payment processing partners processes the transaction but we transmit the Consumer's payment details to the Organizer's designated payment provider. If an Organizer uses Xceed Payment Processing(as defined in the Merchant Agreement), Xceed also acts as the Organizer's limited agent solely for the purpose of using our third party payment service providers to collect payments made by Consumers on the Services and passing such payments to the Organizer.
3. Privacy and Consumer Information
3.2 If you are an Organizer, you represent, warrant and agree that(a) you will at all times comply with all applicable local, state, provincial, national and other laws, rules and regulations with respect to information you collect from(or receive about) consumers, and(b) you will at all times comply with any applicable policies posted on the Services with respect to information you collect from(or receive about) consumers.
4. Term; Termination
4.1 These Terms apply to you as soon as you access the Services by any means and continue in effect until they are terminated. There may come a time where either you or Xceed decides it's best to part ways as described in Sections 4.2 or 4.3 below. When that happens, these Terms will generally no longer apply. However, as described in Section 4.4, certain provisions will always remain applicable to both you and Xceed.
4.2 Xceed may terminate your right to use the Services at any time(a) if you violate or breach these Terms;(b) if you misuse or abuse the Services, or use the Services in a way not intended or permitted by Xceed; or(c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose Xceed to legal liability. Xceed may choose to stop offering the Services, or any particular portion of the Service, or modify or replace any aspect of the Service, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Services, where, in Xceed's sole discretion, failure to do so would materially prejudice you. You agree that Xceed will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the Services.
4.3 Except to the extent you have agreed otherwise in a separate written agreement between you and Xceed, you may terminate your access to the Services and the general applicability of Terms by deleting your account. If you are a Consumer using the Services without a registered account, your only option for these Terms to no longer apply is to stop accessing the Services indefinitely. So long as you continue to access the Services, even without an account, these Terms remain in effect. If there is a separate agreement between you and Xceed governing your use of the Services and that agreement terminates or expires, these Terms(as unmodified by such agreement) will govern your use of the Services after such termination or expiration.
4.4 All provisions of these Terms that by their nature should survive termination of these Terms will survive(including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).
5. Release and Indemnification
This is where you agree to cover Xceed if you use the Service in a way at causes Xceed to be the subject of a legal matter, or to face other claims or expenses.
6.1 Release. You hereby agree to release Xceed from all damages(whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party(including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."
6.2 Indemnification. You agree to defend, indemnify and hold Xceed and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage(whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense(including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding(whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party(each a "Claim") relating to or arising out of:(a) your breach of these Terms(including any terms or agreements or policies incorporated into these Terms);(b) your use of the Services in violation of these Terms or other policies we post or make available;(c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; and(d) if you are an Organizer, your events(including where Xceed has provided Services with respect to those events), provided that in the case of(d) this indemnification will not apply to the extent that the Claim arises out of Xceed's gross negligence or willful misconduct. Xceed will provide notice to you of any such Claim, provided that the failure or delay by Xceed in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances Xceed may choose to handle this ourselves, in which case you agree to cooperate with Xceed in any way we request.
7. Disclaimer of Warranties and Assumption of Risks by You
We strive to provide Services in the way you need them, but there are some things it is important for you to understand that we cannot promise.
To the extent permitted by applicable laws, the Services are provided on an "as is" and "as available" basis. Xceed expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. For example, Xceed makes no warranty that(a) the Services(or any portion of the Services) will meet your requirements or expectations;(b) the Services will be uninterrupted, timely, secure, or error-free; or(c) the results that may be obtained from the use of the Services will be accurate or reliable.
You acknowledge that Xceed has no control over and does not guarantee the quality, safety, accuracy or legality of any event or Content associated with an event, the truth or accuracy of any information provided by Users(including the Consumer's personal information shared with Organizers in connection with events) or the ability of any User to perform or actually complete a transaction. Xceed has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties Xceed requires to provide the Services or an Organizer chooses to assist with an event.
You understand and agree that some events may carry inherent risk, and by participating in those events, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those events.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
8. Limitation of Liability
8.1 To the extent permitted by applicable laws, or as otherwise set forth herein, Xceed and any person or entity associated with Xceed's provision of the Services(e.g., an affiliate, vendor, strategic partner or employee)("Associated Parties"), will not be liable to you or any third party, for:(a) any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services(even if Xceed has been advised of the possibility of such damages); or(b) Your Content. In addition, other than the obligation of Xceed to pay out Event Registration Fees in certain circumstances to certain organizers under the Merchant Agreement, and only in accordance with the terms therein, the maximum aggregate liability of Xceed or Associated Parties is limited to the following:
(i) for Organizers of events with paid tickets, and subject to the terms of the Merchant Agreement, the fees(net of Xceed Payment Processing Fees) that you paid us in the three(3) month period immediately preceding the circumstances giving rise to your claim; and
(ii) for Organizers of events with free tickets only, Consumers or other Users,(1) the total amount of all tickets or registrations that you purchased or made through the Services in the three(3) month period immediately preceding the circumstances giving rise to your claim; or(2) if you made no such purchases, one hundred Euro(EUR €100).
8.2 Nothing in these Terms is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction(if any) will apply to you and our liability is limited to the maximum extent permitted by law.
9. IMPORTANT: BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT(TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INpIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
(a) Contact Us First.
If you have a question or concern about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.
(b) Agreement to Arbitrate.
In the unlikely event that our customer support team is unable to resolve your concerns, the parties(you and we) each hereby agree to resolve any and all disputes or claims under these Terms, with respect to the Services, or related to our relationship through binding arbitration or in small claims court(to the extent the claim qualifies) instead of in courts of general jurisdiction, and only on an inpidual basis. In no event may either we or you seek to resolve a dispute with the other as part of any purported class, consolidated or representative proceeding. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court will have the authority to resolve any dispute or claim relating to this Section including, without limitation, regarding the scope, enforceability and arbitrability of these Terms. This arbitration provision will survive termination of these Terms. These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 9 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 9(h) below.
(c) Scope of Agreement.
This agreement to arbitrate is intended to be broadly interpreted as to legal disputes between you and us. It includes, but is not limited to:(i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;(ii) all claims that arose before this or any prior agreement(including, but not limited to, claims relating to advertising); and(iii) all claims that may arise after termination of these Terms and/or your use of the Services.
(e) No Class Actions.
YOU AND XCEED AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INpIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INpIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INpIDUAL CLAIM.
(f) Notice of Dispute.
A party who intends to seek arbitration must first send to the other a written Notice of Dispute("Notice"). The Notice to Xceed must be addressed to the following address("Notice Address") and must be sent by certified mail: Xceed srl, Xceed S.r.l., P. IVA: IT03373311202, Via Felice Casati 1/A Milano(MI), 20124 Italy. Notice to you will be addressed to a mailing, home or payment address currently on record with Xceed and must be sent by certified mail. If Xceed has no records of such physical address, such notice may be delivered to your Xceed account email address. The Notice must(i) describe the nature and basis of the claim or dispute; and(ii) set forth the specific relief sought. If Xceed and you do not reach an agreement to resolve the claim within sixty(60) calendar days after the Notice is received, you or Xceed may commence an arbitration proceeding.
(j) Future Changes. Notwithstanding any provision in these Terms to the contrary, you and Xceed agree that if Xceed makes any future change to this arbitration provision(other than a change to the Notice Address) Xceed will provide you with notice of such change and you may reject any such change by sending us written notice within thirty(30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodified by such rejected change.
(l) Opt Out.
You have the right to opt out and not be bound by the arbitration or class action waiver provisions set forth above by sending(from the email address we associate with you as a User) written notice of your decision to opt-out to email@example.com, with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty(30) days of your first use of the Services or your agreement to these Terms(whichever is later); otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. Note that if you opt out of these arbitration provisions, Xceed also will not be bound by them.
10. License to the Xceed Services
10.2 Restrictions on Your License. Without limitations on other restrictions, limitations and prohibitions that we impose(in these Terms or elsewhere), you agree you will not directly or indirectly(a) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services;(b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services;(c) rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorized manner;(d) remove or alter any proprietary notices on the Services; or(e) engage in any activity that interferes with or disrupts the Services.
10.3 Our Intellectual Property and Copyrights. You agree that all Site Content may be protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Xceed may own the Site Content or portions of the Site Content may be made available to Xceed through arrangements with third parties. Site Content included in or made available through the Services is the exclusive property of Xceed and is protected by copyright laws. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.
10.4 Trademarks. The trademarks, service marks and logos of Xceed(the "Xceed Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Xceed. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties(the "Third Party Trademarks," and, collectively with Xceed Trademarks, the "Trademarks"). The offering of the Services will not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Xceed specific for each such use. The Trademarks may not be used to disparage Xceed, any third party or Xceed's or such third party's products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Xceed approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Xceed Trademark will inure to Xceed's benefit. A number of issued patents and patents pending apply to the Services. Site Content may also be protected by copyrights owned by Xceed and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.
11. Licenses and Permits Organizers Must Obtain
If you are an Organizer, without limiting the generality of any representations or warranties provided elsewhere in these Terms of Service, you represent and warrant to us that:
(a) You and your affiliates will obtain, prior to the start of ticket sales, all applicable licenses, permits, and authorizations(inpidually and collectively, "Licensure") with respect to events hosted by you or your affiliates on the Services. Licensure includes but is not limited to property operation permits and fire marshal permits;
(b) You and your affiliates will comply, and will ensure that the venues for each event hosted by you or your affiliates on the Services will comply, with all applicable laws, regulations, rules and ordinances;
(c) You will only request that Xceed offer tickets to an event after you have obtained any specific Licensures for such event, including, but not limited to, any state, county, municipal or other local authority's authorization of the event, traffic engineering authorizations, fire department inspection reports, authorization to receive minors(if applicable), sanitary authorization(if applicable), and any other potential applicable authorization; and(d) you and your affiliates will maintain in force throughout the term of access to the Service the applicable Licensure for organizer to promote, produce, sponsor host and sell tickets for all events hosted by you or your affiliates on the Services
(d) Without limiting the generality of any release provided under these Terms of Service, as a material inducement to Xceed permitting you to access and use the Services, you hereby agree to release Xceed, and its affiliates and subsidiaries, and each of its and their respective parent companies, subsidiaries, officers, affiliates, representatives, shareholders, contractors, directors, agents, partners and employees from all damages(whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, including, without limitation, attorneys' fees, known and unknown, arising out of or in any way connected with your or your affiliates' Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure.
(e) Without limiting your indemnification obligations elsewhere under these Terms of Service, you agree to defend, indemnify and hold Xceed, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage(whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense(including, without limitation, reasonable attorneys' and accounting fees) resulting from any Claim due to or arising out of your or your affiliates' Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure. You agree to provide evidence of Licensure and related information prior to offering tickets or registrations for events on the Site and promptly upon the reasonable request of Xceed from time to time.
13. Scraping or Commercial Use of Site Content is Prohibited
The Site Content is not intended for your commercial use. You have no right to use, and agree not to use, any Site Content for your own commercial purposes. You have no right to, and agree not to scrape, crawl, or employ any automated means to extract data from the Site(s).
14. Fees and Refunds.
14.1 Fees. Creating an account, listing an event and accessing the Services are free. However, we charge fees when you sell or buy paid tickets or registrations. These fees may vary based on individual agreements between Xceed and certain Organizers. Organizers ultimately determine whether these fees will be passed along to Consumers and shown as “Fees” on the applicable event page or absorbed into the ticket or registration price and paid by the Organizer out of ticket and registration gross proceeds. The fees charged to Consumers may include certain other charges, including without limitation, facility fees, royalties, taxes, processing fees and fulfillment fees. Therefore, the fees paid by Consumers for an event are not necessarily the same as those charged by Xceed to the applicable Organizer or the standard fees described on the Services to Organizers. In addition, certain fees are meant, on average, to defray certain costs incurred by Xceed, but may in some cases include an element of profit and in some cases include an element of loss. Xceed does not control(and thus cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing tickets and registrations in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates.
14.2.1 Refunds. Xceed’s organizers set their own refund policies. Before requesting a refund to Xceed, please check the event listing to see if the event organizer set a specific refund policy.
14.2.2 While national laws & restrictions apply based on the country where the event is taking place, the most common custom is for the the organizer to be obliged to return the money exclusively in the case in which the event is canceled or suffering substantial changes, such as cancellation of headliners or change of location.
14.2.3 Returns are not accepted for reasons unrelated to the organization. In the case in which the organizer accepts a extra-ordinary refund request, it can take up to 10 business days for the funds to show on your account. Xceed handles and is responsible for the refund process in all of the above stated cases. For all refunds caused by a cancellation or substantial change of an event please write to firstname.lastname@example.org .
14.2.4 (a) If you are a Consumer, you acknowledge that should you receive a refund for your ticket, you will discard any ticket that we or any Organizer has delivered, and will not use it (or any copy of it) to attend the event. Violation of the foregoing constitutes fraud. You acknowledge that the applicable procedure to check the validity of the ticket must always be followed. Xceed will not be held liable under any circumstances for any costs arisen from non-compliance by Organizers with applicable procedures that must be implemented by Organizers to check validity of tickets. Xceed will not be held liable under any circumstances for costs and/or damage associated with tickets arisen from situations with fraud and/or for damage associated with the purchase of the ticket through non-official means, such as third parties.
(b) If you are an Organizer, you acknowledge that the applicable procedure to check the validity of the ticket must always be followed. Xceed will not be held liable under any circumstances for any costs arisen from non-compliance by Organizers with applicable procedures that must be implemented by Organizers to check validity of tickets. Xceed will not be held liable under any circumstances for costs and/or damage associated with tickets arisen from situations with fraud and/or for damage associated with the purchase of the ticket through non-official means, such as third parties.
14.2.5. Xceed reserves the right to nullify and refund bookings that have been flagged as high fraud risk, as well as reservations that have been completed under erroneous circumstances or technical failures. In these exceptional cases, Xceed will notify the user of the occurrence and provide alternative possibilities to complete a new booking.
15. Your Account with Xceed
We may require you to create an account to access certain features or functions of the Services. You agree to follow certain rules when you create an account with Xceed or user the Services, including the following:
• You must be at least 18 years of age, or the legal age of majority where you reside, to use the Services. If you are 14 or older, you may only use the Services under the supervisions of a parent or legal guardian who manages your use and/or account. However, if you are under 14, please do not provide us with any information about yourself.
• You agree to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity(the "Registration Data"). You also agree to update this Registration Data if it changes.
• If there is a dispute between two or more persons or entities as to account ownership, Xceed will be the sole arbiter of that dispute and Xceed's decision(which may include termination or suspension of the account) will be final and binding on those parties.
• If you are using the Services on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant Xceed all permissions and licenses provided in these Terms.
• We may provide you the ability to implement certain permission within your account to third parties including, "sub-users," "sub-accounts," or other credentialed account users. If we do so, you agree that you are solely responsible for all activity that occurs under your account(including actions by sub-users), so you must maintain the confidentiality of your password and account details. You likewise agree that all rules applicable to your account will apply to all third parties to whom you grant access to your account.
• You agree to immediately notify Xceed of any unauthorized use of your password or account or any other breach of security. You are responsible for(and we will hold you responsible for) any activities that occur under your account.
16. Our Community Guidelines
You agree to abide by the Xceed Community Guidelines whenever you use or access our Services. Please read these carefully, as they affect what types of content and conduct are permitted on and through the Xceed Services.
17. Your Content.
17.1 License. Xceed does not make any claim to Your Content. However, you are solely responsible for Your Content. You hereby grant Xceed a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services(including Xceed's promotional and marketing services, which may include without limitation, promotion of your event on a third party website), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, Xceed does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Service will restrict any rights that you may have to use and exploit Your Content outside of the Services.
17.2 Your Representations About Your Content. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content(a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party;(b) complies with all applicable local, state, provincial, national and other laws, rules and regulations; and(c) does not violate these Terms.
17.3 Additional Rules About Your Content. Your Content must be accurate and truthful. Xceed reserves the right to remove Your Content from the Services if Xceed believes in its sole discretion that it violates these Terms, our Community Guidelines, or for any other reason. Xceed may use your name and logo(whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of Xceed both on the Services and in marketing, advertising and promotional materials. We likewise may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to(a) comply with legal process;(b) respond to claims that any of Your Content violates the rights of third parties;(c) enforce or administer the Terms of Service, including without limitation, these Terms of Service; and/or(d) protect the rights, property and/or personal safety of Xceed, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.
18. Rules for Use of Email Tools
18.1 Xceed may make available to you features and tools that allow you to contact your Consumers, other users of the Services, or third parties via email(the "Email Tools"). If you use Email Tools, you represent and agree that:
(a) you have the right and authority to send emails to the addresses on your recipient list and such addresses were gathered in accordance with email marketing regulations in the recipient's country of residence;
(c) you will use the Email Tools in compliance with all applicable local, state, provincial, national and other laws, rules and regulations, including those relating to spam and email, and including without limitation, the U.S. CAN-SPAM Act, the Canadian CASL, and the EU GDPR and e-privacy directive;
(d) you will only use the Email Tools to advertise, promote and/or manage a bona fide event listed on the Services;
(e) your use of the Email Tools and the content of your emails complies these Terms;
(f) you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools;
(g) you will respond immediately and in accordance with instructions to any Consumer sent to you by Xceed requesting you modify such Consumer's email preferences;
(h) you will provide an accessible and unconditional unsubscribe link for inclusion in every email where one is required, and you will not send any emails to any recipient who has unsubscribed from your mailing list.
18.2 If you violate any of these Email Tools rules or if your use of the Email Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails cause disruption to the Services, Xceed may(without limitation of any other legal or contractual remedies it has) limit or suspend your access to the Email Tools.
Notices to you may be sent via email or regular mail to the address in Xceed's records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact Xceed or deliver any notice, you can do so Xceed S.r.l. P. IVA: IT03373311202 Via Felice Casati 1/A Milano(MI), 20124 or via email to email@example.com.
20. Modifications to the Terms or Services
Xceed reserves the right to modify these Terms from time to time(collectively, "Modifications"). If we believe the Modifications are material, we will inform you about them by doing one(or more) of the following(a) posting the changes through the Services;(b) updating the "Updated" date at the top of this page; or(c) sending you an email or message about the Modifications. Modifications that are material will be effective five(5) days following the "Updated" date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Services following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, Xceed may seek a Modification to these Terms that will only apply to you. This type of Modification must be accomplished by way of a written or electronic document signed by you and an authorized officer of Xceed. Xceed is constantly evolving our products and services to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. Xceed reserves the right modify, replace or discontinue any part of the Services or the entire Service.
We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.
22. Entire Agreement
Except as otherwise set forth herein, these Terms constitute the entire agreement between you and Xceed and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Xceed on the subject matter hereof, other than any written agreement for Services between you and an authorized officer of Xceed relating to a specified event or events.
23. Applicable Law and Jurisdiction
These Terms are governed by the laws of Italy, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live. But if you live outside of Italy, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. Xceed is based in Milan, Italy, and any legal action against Xceed related to our Services and that is not precluded by the arbitration provisions in these Terms must be filed and take place in Milan.
25. Third Party Websites; Linked Accounts
The Services may provide, or Users may provide, links to other Internet websites or resources. Because Xceed has no control over such websites and resources, you acknowledge and agree that Xceed is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with Xceed partners or third party service providers.
26. Additional Miscellaneous Provisions
Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.