This Terms of Service (the “ToS” or “Agreement”) applies with respect to the usage of the services (the “XENO Service”) offered by XENO (the “Company”), a company incorporated under the laws of INDIA, and having its registered office at W-155, GK-1, New Delhi.
IF YOU DO NOT AGREE TO BE BOUND BY ALL CONDITIONS/CLAUSES CAPTURED IN THESE TOS, PLEASE DO NOT USE THE PLATFORM OR SERVICES.
Updation of Terms
These ToS may be updated, amended, modified or revised by us from time to time. Each such updation or modification to the ToS will be communicated to You via email, and You will be required to give your separate consent to each such revised version to be able to continue to use the XENO Services. As a best practice, we encourage You to refer to these ToS from time to time to ensure that You are aware of any additions, revisions, amendments or modifications that we may have made.
Service(s) provided to Customers
The Company provides an array of features and functionalities to its Customer, which then enable its Customers’ engagement with their End-users. These features include, inter alia:
End-User behaviour tracking and analytics;
Customised engagement with End-Users via multiple Messaging channels;
Personalization of Messaging and content delivered to the End-Users;
End-User segmentation and classification depending on activity, behaviour etc.
The Company reserves the right, in its sole discretion, to add, change, suspend, or discontinue all or any part of the XENO Services at any time by posting a notice on the Platform and by sending You an email. Your continued use of XENO Services following the posting of any changes to the same (including the addition or removal of features) constitutes Your acceptance of those changes. Any information you provide to us for the purposes of registering and setting up your account (as specified below) shall be considered as accurate, complete and updated. You are solely responsible for the activity that occurs on Your account (including those of other authorised to access and operate your account) and for maintaining the security of your account and any information You input. We are not responsible for the accuracy or legitimacy of any information, data, or Customer Data uploaded, posted, or downloaded by you or any of your employees/agents on the Platform during your usage of the services. For the purposes of clarity, as long as your account is accessed with the correct username and password and unless you notify us of any unauthorised access, the Company is not and will not be responsible for verifying the nature of the individual/entity accessing your account, including if that person exports/downloads any Customer Data, and then shares the same with any third-party.
Registration and Account Integrity
As part of the registration process, you will need to accept our ToS and PP, and also provide us with your name (or the name of your organization/company) and your email ID. You will be required to create a password in order to secure and limit access to your account. We do not have access to and do not at any time request you to provide us with access to your password, unless you have given us explicit written permission to access your account pursuant to a request for assistance or support.
It is Your responsibility to ensure that the information You provide is accurate, secure, and not misleading. You cannot create an account username and password using (i) the names and information of another person; or (ii) using words that are the trademarks or the property of another party (including ours); or (iii) words that are vulgar, obscene or in any other way inappropriate. At the time of creation and each time you access your account thereafter, we track your IP address solely for the purposes of determining the geographical location from which you are accessing the Platform.
Use of Your Information and Content
All Customer Data that you create, transmit, transfer to us, submit, display or otherwise make available while using the XENO Services, should only be information that You own or have the right to use or share (as may be applicable). If you transfer any End-User information or data to us (including any End-User PII), we will assume that you have informed the End-User and procured the necessary consent for such transfering, sharing, processing and/or using the information in the way envisaged under the XENO Services (including for the purposes of sending Messages). Such End-User information may include:
Device details and status (used by the End-User to access your application and/or website);
End-User activity like email opens, clicks, items viewed, items purchased etc. and any other activity that you track as per your business use cases;
End-User details like name, email ID, phone number, gender, etc. and any other attributes specific to the business like Total Purchases, Order status etc.
While we make commercially reasonable efforts to ensure that the data stored on our servers is persistent and always available to our Customers, we will not be responsible in the event of failure of the third-party servers or any other factors outside our reasonable control, that may cause the Customer Data to be permanently deleted, irretrievable, or temporarily inaccessible.
Third Party Services
We use multiple third-party service providers in order to power and provide you with the XENO Services. In this process, we share the Customer Data with some of the third-party service providers, as is necessary to enable them to provide the requisite services. We will attempt to ensure that all our third-party service providers are bound by and adhere to the same obligations of confidentiality and data privacy as we guarantee to You.
Further, in the course of using the XENO Services you may integrate and use certain third-party services along with the XENO Services, such as sending Messages via SMS and/or email service providers to your End-Users. You understand and agree that you have an independent engagement and legal relationship with such third-party service providers, and any action, inaction, breach, fault, delay, omission or other incident involving such third-parties shall be your sole liability and responsibility, and you shall not engage or involve the Company in such situation in any way.
Rules and Conduct
As a condition of use, You promise not to use the service for any purpose that is prohibited by the ToS, by law, or other rules or policies implemented by us from time to time. The XENO Service and XENO Data is provided only for Your own personal, non-commercial use.
By way of example, and not as a limitation, You shall not (and shall not permit any third party to) take any action that: (i) would constitute a violation of any applicable law, rule or regulation; (ii) infringes on any intellectual property or other right of any other person or entity; (iii) is threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, offensive, or profane; or (iv) impersonates any person or entity
Furthermore, You shall not (directly or indirectly): (i) take any action that imposes or may impose an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the services; (iii) bypass any measures we may use to prevent or restrict access to the XENO Service (or parts thereof); (iv) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform, except to the limited extent applicable laws specifically prohibit such restriction; (v) modify, translate, or otherwise create derivative works of any part of the XENO Services or the Platform; or (vi) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that You receive hereunder.
Content Ownership and Copyright Conditions of Access
Your copying, distributing, displaying, reproducing, modifying, or in any other way using the XENO Content in any manner not specified in these ToS, will be a violation of copyright and other intellectual property rights and the Company reserves its rights under applicable law accordingly. We reserve all rights, title, and ownership in and to the XENO Content.
You will at all times remain the complete owner and retain all rights and title in and to the Customer Data. This includes assuming liability and responsibility in cases where the Customer Data breaches any conditions of confidentiality, any intellectual property rights, or any other third-party rights.
Reviews and Feedback
You agree that we may contact You through telephone, email, SMS, or any other electronic means of communication for the purpose of:
Obtaining feedback in relation to Platform or XENO; and/or Resolving any complaints, information, or queries received from you regarding the same; and you agree to provide your fullest cooperation further to such communication by Company.
Rights and Obligation relating to the Content
You are prohibited from:
violating or attempting to violate the integrity or security of the Platform or any content thereof; transmitting any information (including messages and hyperlinks) on or through the Platform that is disruptive or competitive to the provision of our services; intentionally submitting on the Platform any incomplete, false or inaccurate information; using any engine, software, tool, agent or other device or mechanism (such as spiders, robots etc.) to navigate or search the Platform; attempting to decipher, decompile, disassemble or reverse engineer any part of the Platform;
copying or duplicating in any manner any of the XENO Content or other information available from the Platform; circumventing or disabling any digital rights management, usage rules, or other security features of the Platform.
The Company shall, upon obtaining knowledge by itself or been brought to actual knowledge in writing or through email about any breach of the above conditions, may temporarily suspend/delete your account, impose penalties, or take any other actions that the Company may deem fit. We shall also be entitled to preserve such information and associated records for at least 90 (ninety) days for production to governmental authorities for investigation purposes or as may be required by applicable law.
In case of non-compliance with any applicable laws, rules or regulations, or this ToS/PP by a Customer, we shall have the right to immediately terminate Your access or usage rights to the Platform and to remove non-compliant information from the same.
The Company offers email-based/online support and query-resolution tools. You may access support resources or contact our support by emailing at legal@XENO.com. The Company shall use commercially reasonable best efforts to respond to Your request for support, or to fix any problems You may be having, as is applicable. Any suggestions by the Company to You regarding use of XENO/the Platform shall not be construed as a warranty.
The Company reserves the right to suspend or terminate Your access to the Platform and the services with or without notice and to exercise any other remedy available under law, in cases where, You are in breach of any terms and conditions of this ToS;
The Company is unable to verify or authenticate any information provided to Company by You;
The Company has reasonable grounds for suspecting any illegal, fraudulent or abusive activity on your part; or
Once temporarily suspended, indefinitely suspended or terminated, You may not continue to use the Platform under the same account, a different account or re-register under a new account. The Company shall destroy and/or delete all the data and other information related to your account within 14 days of the date of termination. All provisions of the ToS, which by their nature should survive termination, shall survive termination, including without limitation, warranty disclaimers, indemnity and limitations of liability.
THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE COMPANY AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SPONSORS AND PARTNERS DO NOT WARRANT THAT: (A) THE XENO SERVICES AND THE PLATFORM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE PLATFORM AND THE SERVICES IS SOLELY AT YOUR OWN RISK.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY (NOR ITS DIRECTORS, EMPLOYEES, AGENTS, SPONSORS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, LICENSORS OR RESELLERS,) BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, LOSS OF GOODWILL OR OPPORTUNITY, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; OR (II) FOR YOUR RELIANCE ON THE SERVICE; OR (III) FOR ANY DIRECT DAMAGES IN EXCESS (IN THE AGGREGATE) OF THE INR [●]/-; OR (IV) FOR ANY MATTER BEYOND ITS OR THEIR REASONABLE CONTROL, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE AFOREMENTIONED DAMAGES.
This Agreement shall be governed by and construed in accordance with the laws of WHICH COUNTRY without regard to the conflict of laws provisions thereof. All claims, differences and disputes arising under or in connection with or in relation here to the Platform, the ToS or any transactions entered into on or through the Platform shall be subject to the exclusive jurisdiction of the courts at WHICH STATE & COUNTRY and You hereby accede to and accept the jurisdiction of such courts.
The ToS are the entire agreement between You and the Company with respect to XENO, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Company with respect to the same. If any provision of the ToS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the ToS will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The ToS are personal to You, and are not assignable or transferable by You except with Company’s prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the ToS and neither party has any authority of any kind to bind the other in any respect. All notices under the ToS will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or two days after it is sent, if sent for next day delivery by recognized overnight delivery service.