TERMS OF SERVICE
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND XOS TECHNOLOGIES, INC. D/B/A XOS DIGITAL (“XOS DIGITAL”) STATING THE TERMS THAT GOVERN YOUR USE OF THE SEC DIGITAL DOWNLOAD STORE SERVICE. THIS AGREEMENT - TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, AND ALL OF XOS DIGITAL’S RULES AND POLICIES - COLLECTIVELY CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND XOS DIGITAL. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND XOS DIGITAL MAY REFUSE ACCESS TO THE SEC DIGITAL DOWNLOAD STORE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.
1. Definition of the SEC Digital Download Store Service. XOS Digital is the provider of the SEC OnDemand store (the "Service") that permits you to purchase digital content, such as videos, under certain terms and conditions as set forth in this Agreement.
2. Age Requirements for Use of the Service. This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.
3. System Requirements. Use of the Service requires one or more compatible devices, Internet access (fees may apply), certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.
4. Policies and Rules. Your use of the Service and transactions made through it are subject to XOS Digital’s Terms of Sale which can be readily viewed on the Service or other terms and conditions required for use of the Service, all of which are hereby made a part of this Agreement. If you have not already read XOS Digital’s Terms of Sale, you should do so now.
5. User Account and Security.
a. Account and Password. As a registered user of the Service, you may receive or establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify XOS Digital of any unauthorized use of your Account or any other breach of security. XOS Digital shall not be responsible for any losses arising out of the unauthorized use of your Account.
b. Security. You understand that the Service, and products transacted through the Service, such as videos ("Products"), include a security framework using technology that protects digital information and limits your usage of Products to certain usage rules established by XOS Digital and its licensors. You agree to comply with such usage rules, as further outlined below, and you agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person (or any third party) to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to such usage rules for any reason whatsoever. Usage rules may be controlled and monitored by XOS Digital for compliance purposes, and XOS Digital reserves the right to enforce the usage rules with or without notice to you. You will not access the Service by any means other than through software that is provided by XOS Digital for accessing the Service. You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purpose including obtaining unauthorized access to the Service. Violations of system or network security may result in civil or criminal liability.
6. Agreement to Pay.
a. Payment for Products. You agree to pay for all Products you purchase through the Service, and that XOS Digital may charge your credit card or PayPal account for any Products purchased or for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING XOS DIGITAL WITH A VALID CREDIT CARD OR PAYPAL ACCOUNT DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card, or the PayPal account, you designate during the registration process. If you want to designate a different credit card or if there is a change in your credit card or PayPal account status, you must change your credit card or PayPal account information online. There may be a temporary disruption of your access to the Service until XOS Digital can verify the validity of the new credit card or PayPal account information.
b. Right to Change Prices and Availability of Products. Prices and availability of any Products are subject to change at any time.
c. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND YOUR INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE SEC DIGITAL DOWNLOAD STORE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
d. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
7. Delivery of Products - Technical Problems. On occasion, technical problems may delay or prevent delivery of your Product. Your exclusive and sole remedy with respect to any Product that is not delivered within a reasonable period of time will be a refund of the price paid for such Product, as determined by XOS Digital.
8. Intellectual Property.
a. Acknowledgement of Ownership. You agree that the Service, including but not limited to Products, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Service, contains proprietary information and material that is owned by XOS Digital and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
b. Removal of XOS Digital Content or Other Materials. Notwithstanding any other provision of this Agreement, XOS Digital and its licensors reserve the right to change, suspend, remove, or disable access to any Products, content, or other materials comprising a part of the Service at any time without notice. In no event will XOS Digital be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. XOS Digital may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.
c. Copyrights. All copyrights in and to the Service, including but not limited to, the SEC OnDemand store (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), are owned by XOS Digital and/or its licensors, who reserve all their rights in law and equity. THE USE OF ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
d. Trademarks. XOS Digital, the XOS Digital logo, and other XOS Digital trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of XOS Digital. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks or any use of such trademarks.
a. Termination by XOS Digital. If you fail, or XOS Digital suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide XOS Digital with a valid credit card or with accurate and complete registration data, failure to safeguard your Account information, violation of the usage rules or any license or infringement or other violation of third parties' rights, XOS Digital, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) preclude access to the Service (or any part thereof).
b. Termination of the Service. XOS Digital reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and XOS Digital will not be liable to you or to any third party should it exercise such rights.
10. General Compliance with Laws. The Service is controlled and operated by XOS Digital from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service.
11. Enforcement of These Terms. XOS Digital reserves the right to takes steps XOS Digital believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to XOS Digital's right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights). You agree that XOS Digital has the right, without liability to you, to disclose any registration data and/or Account information to law enforcement authorities, government officials, and/or a third party, as XOS Digital believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to XOS Digital's right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights).
12. No Responsibility for Third-Party Materials or Web Sites. Certain content, Products, and services available via the Service may include materials from third parties. In addition, XOS Digital may provide links to certain third-party web sites. You acknowledge and agree that XOS Digital is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites. XOS Digital does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or Web sites, or for any other materials, products, or services of third parties. Links to other Web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that XOS Digital is not in any way responsible for any such use by you.
13. Disclaimer of Warranties; Liability Limitations.
a. XOS DIGITAL DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME XOS DIGITAL MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.
b. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY XOS DIGITAL) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
c. IN NO CASE SHALL XOS DIGITAL, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, XOS DIGITAL'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
d. XOS DIGITAL SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND XOS DIGITAL HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
e. XOS DIGITAL DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND XOS DIGITAL DISCLAIMS ANY LIABILITY RELATING THERETO. PRODUCTS CAN ONLY BE DOWNLOADED ONCE. AFTER BEING DOWNLOADED, THEY CANNOT BE REPLACED IF LOST FOR ANY REASON. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY PRODUCTS PURCHASED THAT ARE STORED IN YOUR SYSTEM.
14. Waiver and Indemnity. BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD XOS DIGITAL, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY XOS DIGITAL AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM XOS DIGITAL, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF XOS DIGITAL'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
15. Changes. XOS Digital reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the SEC Digital Download Store will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
16. Notices. XOS Digital may send you notice with respect to the Service by sending an email message to the email address listed in your XOS Digital Account contact information, or by sending a letter via postal mail to the contact address listed in your XOS Digital Account contact information. Notices shall become effective immediately.
17. Governing Law. The laws of the State of Florida, excluding its conflicts of law rules, govern these Terms of Service and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with XOS Digital or relating in any way to your use of the Service resides in the courts of the State of Florida.
18. Miscellaneous. These Terms of Service constitute the entire agreement between you and XOS Digital and govern your use of the Service, superseding any prior agreements between you and XOS Digital. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. XOS Digital’s failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. XOS Digital will not be responsible for failures to fulfill any obligations due to causes beyond its control.