THESE TERMS AND CONDITIONS OF USE CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND XA INTERACTIVE, INC. d/b/a XA INTERACTIVE , INC. and www.xainteractive.com.
i. the website shall be deemed solely based in the state of Florida in the United States of America; and
the website shall be deemed a passive website that does not give rise to personal jurisdiction over XA INTERACTIVE, INC., either specific or general, in jurisdictions other than the state of Florida. These Terms and Conditions shall be governed by the internal substantive laws of the state of Florida, without respect to its conflict of laws principles. Any claim or dispute between you and XA INTERACTIVE, INC. that arises in whole or in part from the website shall be submitted to binding arbitration under the then in force rules of the American Arbitration Association. These Terms and Conditions, together with the Privacy Notice and any other legal notices published by XA INTERACTIVE, INC. on the website, shall constitute the entire agreement between you and XA INTERACTIVE, INC. concerning the website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction or a binding arbitrator, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and XA INTERACTIVE, INC.’s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. XA INTERACTIVE, INC. reserves the right to amend these Terms and Conditions at any time and without notice, and it is your responsibility to review these Terms and Conditions for any changes. Your use of the website following any amendment of these Terms and Conditions will signify your assent to and acceptance of its revised terms. YOU AND XA INTERACTIVE, INC. AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
This Website is owned and operated by XA INTERACTIVE, INC.. All of the information and content featured or displayed on the Website (the “Content”), including, but not limited to, listings of officers, representatives, corporate departments and support services, text, graphics, photographs, images, illustrations and software, is owned by or licensed to XA INTERACTIVE, INC. or its partners, sponsors, affiliates, and advertisers.
“XA INTERACTIVE, and “xainteractive.com” website and the XA INTERACTIVE, INC. logo cannot be used by you without our prior specific written permission. Nothing on the Website shall be construed as granting a license or right to use XA INTERACTIVE, INC.’s Trademarks without its permission.
All sales are final and there are no cancellations.
By entering into this Agreement with XA INTERACTIVE, INC. you are subscribing to all email newsletters, email promotions and direct mail promotions produced by XA INTERACTIVE, INC. and its affiliates. You may opt out of our email promotions and newsletter at any time by clicking the unsubscribe link located in our emails. You can also call directly and ask to be removed for any email or direct mail promotions or newsletters. Members and expired members that wish to unsubscribe need to properly select the unsubscribe links on both the newsletter and email promotions separately or contact XA INTERACTIVE, INC. directly to be removed. We value your privacy, neither XA INTERACTIVE, INC. nor its affiliates will sell or rent your contact information to any third parties.
XA INTERACTIVE, INC. requires the User to use the data and information obtained on the Website in compliance with any and all applicable U.S. Federal and State laws, rules and regulations. A person who violates such laws, rules or regulations may be subject to civil and criminal penalties. The User shall abide by current business practices respecting the privacy of consumers and shall not imply to an individual that any specific information is known about that individual.
The User shall keep confidential user names, passwords, contacts, lists, and any other information derived from the User’s use of the website. The User shall not supply or enter anything that is false, defamatory, harmful, viral in nature, vindictive or negative in any way. The User shall not use any information obtained from XA INTERACTIVE, INC. for an illegal purpose or for any purpose that can be reasonably construed as objectionable.
The User shall not:
- copy, alter or change in any way the information contained in, or derived from the website.
- include the name XA INTERACTIVE, INC. in any promotional product.
- participate in any activity deemed to be unacceptable by XA INTERACTIVE, INC..
- participate in any activity that may be construed as damaging, detrimental, or competitive to XA INTERACTIVE, INC..
- interfere with the seeding of the database or the detection of a seed by XA INTERACTIVE, INC..
- sell, assign, publish, distribute, hand out, allocate, issue, dispense, allow any other entity or person access to, or convey any part of the website or any part of any information obtained through the website, without the express written consent of XA INTERACTIVE, INC..
The User shall indemnify and hold XA INTERACTIVE, INC. harmless from any unlawful use, misappropriation, or action arising from the User’s use or reproduction of material obtained from the database.
Any information, software or other material provided to the User by XA INTERACTIVE, INC. is for limited use and shall be confined within the limited use. The User shall not alter or construe the information for the purpose of changing its original meaning or representation.
The User indemnifies and holds XA INTERACTIVE, INC. harmless from any action taken by any individual or entity against XA INTERACTIVE, INC. or the User arising from the User’s actions.
THIS WEB SITE AND ITS CONTENT IS PROVIDED “AS IS.” XA INTERACTIVE, INC. EXCLUDES AND DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. XA INTERACTIVE, INC. IS NOT LIABLE FOR DAMAGES OF ANY KIND ARISING FROM USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. THE USER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO THE USER’S USE OF THIS WEBSITE. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER XA INTERACTIVE, INC. NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS ARE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES) ARISING OUT OF USER’S USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF THIS WEBSITE OR THE CONTENT ON THIS WEBSITE, WHETHER OR NOT XA INTERACTIVE, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
XA INTERACTIVE, INC. uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, but it makes no representations or warranties as to the Content’s accuracy, correctness or reliability. XA INTERACTIVE, INC. will not knowingly promote or display inaccurate information, provided it has actual knowledge of its inaccuracy. XA INTERACTIVE, INC. will correct or remove inaccurate information within a reasonable time after receiving actual notice of its inaccuracy.
There may be links to other websites from the XA INTERACTIVE, INC. website. Such other websites are not owned, operated or controlled by XA INTERACTIVE, INC., and XA INTERACTIVE, INC. is not responsible for content contained on any such website or for any loss incurred as the result of a User’s use of such website. The User waives any and all claims against XA INTERACTIVE, INC. regarding its inclusion of links to outside websites or the use of those websites.
XA INTERACTIVE, INC. and the User are independent contractors, and there is no partnership or agency relationship between them.
A user of this website (the “Site”) is prohibited from violating or attempting to violate the security of the Site, by (a) accessing information not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including but not limited to, submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing.”
The user understands that for security purposes and to ensure that the Site remains available to all users, all network traffic is monitored to identify unauthorized attempts to upload or change information, or otherwise cause damage or conduct criminal activity. To protect the Site from unauthorized use and to ensure that the Site and the XA INTERACTIVE, INC. Systems (the “Systems”) are functioning properly, a user is subject to having its activities monitored and recorded by authorized personnel. Anyone using this Site or the Systems expressly consents to such monitoring and acknowledges that if such monitoring reveals evidence of possible abuse or criminal activity, XA INTERACTIVE, INC. may provide the results of such monitoring to the appropriate government officials. Except for users who voluntarily provide XA INTERACTIVE, INC. with personally-identifying information and except for authorized enforcement investigations, no attempt is made to identify individual users or their usage habits.
Violations of Site or System security may result in civil or criminal liability. XA INTERACTIVE, INC. will investigate occurrences that may involve such violations and will cooperate with law enforcement authorities in prosecuting a user involved in such violations. A user shall not use any device, software, script or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site. A user shall not use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site, other than the search engine and search agents available from XA INTERACTIVE, INC. and other generally-available third party web browsers (for example, Google Chrome, Microsoft Explorer, Mozilla Firefox).
The relief offered by this force majeure provision is the exclusive remedy available to the Nonperforming Party with respect to a Force Majeure Event. The parties waive the common law defenses of impossibility and impracticability with respect to the Force Majeure Events and any event or act that might be deemed a Force Majeure Event under the common law.
Specific Performance. The User recognizes that a breach of this agreement by the User will cause irreparable injury and that money damages may be inadequate to remedy the injury to XA INTERACTIVE, INC.. Therefore, in the event of a breach or threatened breach of this agreement, XA INTERACTIVE, INC. is entitled to equitable relief, including injunctive relief and specific performance, without the posting of a bond or other security, and without proof of actual damages.
Jurisdiction and Venue. A User bringing a legal action or proceeding against XA INTERACTIVE, INC. arising out of or relating to this agreement or the transactions it contemplates shall bring the legal action or proceedings in either the United States District Court for the Middle District,, or in any court of the State of Florida sitting in Orange County.
The User waives, to the fullest extent permitted by law, (i) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this agreement and all of the transactions it contemplates, brought in the United States District Court for the Middle District of Florida or any court of the State of Florida sitting in Orange County; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
The EU adopted the Directive on Data Protection (the “EU Directive”), which requires EU member states to adopt laws protecting Personal Data collected within their borders. These laws must, among other provisions, restrict the transfer of Personal Data only to countries that have data protection laws deemed “adequate” under standards established in the EU Directive. The U.S. Department of Commerce and the European Commission have agreed on the Principles to enable U.S. Companies to satisfy the requirement under EU law that adequate protection be given to Personal Data transferred from the EU to the U.S.
“xainteractive.com” means XA INTERACTIVE, INC., a Florida corporation, and its domestic and foreign subsidiaries, divisions, groups, and affiliates.
“Identifiable Person” means a natural person that is or can be identified, directly or indirectly, as a particular person by reference to an identification number or to one or more aspects of the person’s physical, physiological, mental, economic, cultural or social identity. Identifiable Persons may include any employee, applicant, former employee, or retiree of XA Interactive, Inc., its operating divisions, or subsidiaries in the EU.
- is any information about an Identifiable Person that is within the scope of the EU Directive;
- is received by XA INTERACTIVE, INC. in the U.S. from the EU;
- is recorded in any form;
- is about, or pertains to, a specific individual; and can be linked to that individual.
Personal Data does not include information that is encoded, made anonymous, or publicly available information that has not been combined with nonpublic Personal Data.
“Processing” means any online, offline or manual processing and includes such activities as copying, filing, and inputting Personal Data into a database.
“Sensitive Data” is data that pertains to medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, sexual orientation or any other data that is identified as “sensitive” by the Identifiable Person.
Where XA INTERACTIVE, INC. collects Personal Data directly from Identifiable Persons in the EU, it will inform them about the type of Personal Data collected, the purposes for which it collects and uses the Personal Data, the types of nonagent third parties to which XA INTERACTIVE, INC. discloses or may disclose that information, and the choices and means, if any, XA INTERACTIVE, INC. offers individuals for limiting the use and disclosure of their Personal Data. Notice will be provided in a clear and conspicuous language when individuals are first asked to provide Personal Data to XA INTERACTIVE, INC., or as soon as practicable thereafter, and in any event before XA INTERACTIVE, INC. uses or discloses the information for a purpose other than that for which it was originally collected. Where XA INTERACTIVE, INC. receives Personal Data from their subsidiaries or operating divisions in the EU, it will use and disclose such information in accordance with the notices provided by such entities and the choices made by the individuals to which the Personal Data relates.
To the extent practical and appropriate, XA INTERACTIVE, INC. collects Personal Data directly from the Identifiable Person. In those cases where XA INTERACTIVE, INC. collects Personal Data from other persons, it takes measures to respect the privacy preferences of the Identifiable Persons. Examples of when XA INTERACTIVE, INC. may seek information from others include, without limitation, evaluating employees, recruiting, benefit administration and succession planning.
XA INTERACTIVE, INC. will offer Identifiable Person(s) the opportunity to choose (optout) whether their Personal Data is (a) to be disclosed to a nonagent third party or (b) to be used for a purpose other than the purpose for which it was originally collected or subsequently authorized by the individual. In addition, where consent of Identifiable Persons or their representatives is required by law, contract or agreement for the collection, use, or disclosure of Personal Data, XA INTERACTIVE, INC. will request such consent and respect the Identifiable Person’s choice in such matters.
In certain limited or exceptional circumstances, in accordance with the Safe Harbor Principles, XA INTERACTIVE, INC. may disclose Personal Data without notice or the consent of the Identifiable Person. For example, this may occur when XA INTERACTIVE, INC. is required to disclose information by law or legal process or in the vital interests of the Identifiable Person, such as when life or health are at stake.
Except as provided by the Safe Harbor Principles or applicable law, an Identifiable Person must give affirmative permission (opt in consent) before XA INTERACTIVE, INC. will disclose Sensitive Data to a third party or use Sensitive Data for a purpose other than those for which it was originally collected or subsequently authorized by the Identifiable Person. XA INTERACTIVE, INC. will provide Identifiable Persons with reasonable mechanisms to exercise their choices.
XA INTERACTIVE, INC. takes commercially reasonable precautions to protect Personal Data against loss, misuse and unauthorized access, disclosure, alteration, destruction and theft. These precautions include password protections for online information systems and restricted access to Personal Data. Employees and users are responsible for assisting to maintain security through safeguarding Personal Data, e.g., by protecting passwords used to access XA INTERACTIVE, INC.’s computer systems, by keeping paper records under lock and key when not in use, and by disposing of files and reports no longer needed in a secure manner.
XA INTERACTIVE, INC. takes reasonable steps to keep Personal Data accurate, complete, and uptodate. Each Identifiable Person is responsible for informing XA INTERACTIVE, INC. or its EU affiliates or subsidiaries of any changes in Personal Data so that the information that XA INTERACTIVE, INC. possesses about him or her is accurate, complete and uptodate. XA INTERACTIVE, INC. retains Personal Data only as long as necessary to meet the purposes for which it was collected or as required by law, contractual agreement or the Safe Harbor Principles. XA INTERACTIVE, INC. uses reasonable procedures, following retention guidelines, to ensure that it archives or destroys Personal Data no longer required for the purposes for which it was originally collected, unless otherwise agreed to by the Identifiable Person.
XA INTERACTIVE, INC. provides Identifiable Persons with a reasonable opportunity to examine their Personal Data, to challenge its accuracy and to have it corrected, amended or deleted as appropriate, subject to certain exceptions. Upon request, Identifiable Persons will be given reasonable access to the Personal Data XA INTERACTIVE, INC. possesses about them. Reasonable access means that requests for access are made during normal business hours, following XA INTERACTIVE, INC. standard procedures, and that the frequency of access requests is not excessive. If an Identifiable Person is denied access to Personal Data, XA INTERACTIVE, INC. will provide such Identifiable Person with the reason(s) for denying access and a contact point for further inquiries. If the Identifiable Person notifies XA INTERACTIVE, INC. that the Personal Data on file is incorrect and provides XA INTERACTIVE, INC. with appropriate supporting documentation, XA INTERACTIVE, INC. will either correct the Personal Data or direct the Identifiable Person to the source of the information for correction. If, upon review, XA INTERACTIVE, INC. believes that the existing Personal Data is correct, XA INTERACTIVE, INC. will inform the Identifiable Person. If the Identifiable Person continues to dispute the accuracy of the Personal Data, XA INTERACTIVE, INC. will note that dispute in the record of the Identifiable Person contained in the XA INTERACTIVE, INC. database upon written request.
The Safe Harbor Principles provide for some exceptions to the obligation to provide access to Personal Data. Access to confidential or proprietary information, such as business reorganization or succession plans, or where granting access has to be balanced against the privacy interests of others, may be restricted. In addition, access may be denied when the information requested relates to an ongoing investigation, litigation or potential litigation, where the burden or expense of providing access would be disproportionate to the risks to the privacy of the Identifiable Person or when the rights of persons other than the Identifiable Person would be violated.
The Chief Executive Officer of XA INTERACTIVE, INC. is responsible for:
- Overseeing responses to inquiries and resolutions of complaints relating to the privacy of Identifiable Persons;
This policy may be amended from time to time, consistent with the requirements of the Safe Harbor Principles. A notice of any amendment will be posted on XA INTERACTIVE, INC.’s web page at www.xainteractive.com.