Xamun Technologies LTD. (“Xamun”), a corporation formed under the laws of the United Kingdom, with an office address at 85 Great Portland Street, London, W1W 7LT, United Kingdom
and
the entity agreeing to the terms herein (“Participant”, “You”,“you”, “Client” or “Customer”).
By using or accessing any part of the Service, Customer agrees that Customer has. read, understands, and agrees to be bound by all these Terms and Conditions (“Terms”). If the Customer does not agree to all these Terms, the Customer must not use, avail or access the Service. If Customer is entering into these Terms on behalf of a company, Customer acknowledges that Customer has the authority to bind that company to the terms of these Terms. If the individual accepting these terms does not have such authority, such individual must not accept these terms and may not use, avail or access the service.
1. Overview
This Agreement applies to your orders for any or all products and services (“Offerings”) from the Xamun Platform (“Platform”).Some products may include additional product-specific terms, and some Services may have Service-specific terms, both of which may be bound by a separate agreement entered by you and Xamun.
2. Modification of theTerms and Conditions on this Agreement
Xamun reserves the right to update and change the terms and conditions in this Agreement from time to time; an updated version will be published on our website at www.xamun.ai/terms-of-service
You may terminate use of our Offerings if thisAgreement has been modified in a manner that is no longer agreeable to you. Should the modification include the introduction or changes to provisions which affect Customer’s personally identifiable information, Customer will be made to actively consent to the changes (via a click, opt-in, or any mechanism). Your continued use of the Product and Services after any such changes shall constitute consent to such changes.
Any future augmentations or enhancements to the current Offerings, including the release of new features, tools and resources, shall be subject to this Agreement.
3. Use of Products and Services
a. Restrictions on Use
i. In addition to all other terms and conditions of this Agreement, you agree not to:
ii. reverse engineer or access the Product to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the Product, or (c) copy any ideas, features, functions, or graphics of the Product, remove, obscure, or modify any copyright or any other notices included in the Product.
You will be solely responsible for the security and integrity of the access credentials provided for the use of the Platform. You will exert your best efforts to prevent any unauthorized use of the Platform and will immediately notify Xamun in writing of any unauthorized use that comes to your attention. You will reasonably cooperate and assist with any actions that Xamun takes to prevent or terminate unauthorized use of the Platform.
You are directly responsible to Xamun for the conduct of users (the “Authorized Users”) under your account – whether these users are your company’s own employees or any third-party users such as your clients or suppliers given access to your account. You will ensure that yourAuthorized Users comply with the terms of this Agreement. Xamun will be entitled to suspend or cancel the rights granted to you and all users associated with your account, if, in the reasonable opinion of Xamun, you or any of your Authorized Users are misusing the Product.
4. Payment and UsagePolicy
a. Use of Platform
i. Users must comply with the terms of service and refrain from unauthorized sharing, reselling, or misuse of services.
ii. Failure to comply may result in account suspension or termination without refund.
b. Usage Tiers
The Platform offers multiple usage options
i. Free Access: Users can access limited features at no cost.
ii. Token-Based Access: Users may purchase tokens to unlock specific features or content. Tokens are non-refundable.
iii. Paid Offerings: Users can subscribe or make one-time payments for premium features and services.
c. Payment Terms
i. Payments must be made through the available payment methods on our Platform.
ii. All purchases are final and non-refundable.
iii. Subscription-based services will be billed on a recurring basis unless canceled before the next billing cycle.
iv. We reserve the right to adjust pricing and fees, with prior notice to users.
5. No Support or Maintenance.
Unless you have a subscription that has a built-in provision for free support services, you acknowledge and agree that Xamun will have no obligation to provide you with any support or maintenance except as stated in a separate agreement.
6. Confidentiality
“Confidential Information"shall mean all confidential information of both parties, including, but not limited to, all ideas, techniques, models, inventions, know-how, processes, software programs, source code, trade secrets, and works of authorship relating to current, future, and proposed products and services; customer, employee, and supplier lists; and any and all content shared by both parties.
a. Subject to clause 6-b, each party (and all its personnel) must:
i. keep confidential; and
ii. not use or permit any unauthorized use of, all ConfidentialInformation.
iii. The Disclosing Party assume all risks associated with use of your Confidential information, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your confidential information that personally identifies you or any third party You may not represent or imply to others that your Confidential information is in any way provided, sponsored or endorsed by Xamun.
b. Clause 6-a does not apply where:
i. the information is in, or comes into, the public domain (other than by a breach of this clause 10 by the relevant party); the relevant party has the prior written consent of the party that disclosed the Confidential Information;
ii. the disclosure is required by law;
iii. the disclosure is required in order to comply with this Agreement, provided that the party disclosing the Confidential Information ensures the recipient complies with the terms of this clause 10; and
iv. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 10.
c. Each party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this Confidentiality clause. A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause.
d. This clause 6 will survive the termination or expiry of thisAgreement.
7. Pre-Existing and Third-Party Intellectual Property
a. Definition of Pre-Existing IP
For purposes of the Agreement, “Pre-ExistingIntellectual Property” (“Pre-Existing IP”) shall mean all Intellectual Property (as defined in the Agreement), including but not limited to software source code, object code, libraries, frameworks, documentation, designs, trademarks, trade secrets, know-how, and other intangible assets, that Xamun developed, created, acquired, or otherwise obtained rights to prior to or independently of the performance of its obligations under the Agreement.
b. Use of Open-Source and Third-Party Components
Xamun may, in the course of providing services under the Agreement, incorporate or use third-party software libraries, open-source components, and other existing materials (“Third-Party Components”). Xamunre presents and warrants that it has the right to use, distribute, and/or otherwise make these Third-Party Components available to Client, subject to the applicable licensing terms. Client acknowledges that such Third-Party Components (including open-source software) are subject to separate license terms and conditions.
c. Retention of Ownership in Pre-Existing IP and Third-Party Components
Pre-Existing IP. Nothing in the Agreement shall be construed to grant ownership or title in Xamun’s Pre-Existing IP to Client, except to the extent expressly agreed upon in writing. Xamun retains all rights, title, and interest in and to its Pre-Existing IP, including any modifications, upgrades, or derivative works thereof.
Third-Party Components. Ownership of any Third-Party Components integrated into the work delivered to Client under the Agreement remains with the respective third-party rights holder(s). To the extent required and permitted under the applicable license, Xamun shall pass on, or cause to be passed on, to Client any license rights necessary for the use of such Third-Party Components in the deliverables.
d. LimitedLicense Grant to Client
Subject to payment of all applicable fees under the Agreement, and to the extent necessary for Client’s lawful use of the deliverables, Xamun grants Client a limited, non-exclusive, non-transferable license to use Xamun’s Pre-Existing IP and any Third-Party Components embedded in or otherwise delivered as part of the work product. Client agrees to comply with all applicable license terms and restrictions associated with such Pre-Existing IP and Third-Party Components.
e. Exclusion from Work Made forHire
Client expressly acknowledges that any and all Pre-Existing IP and Third-Party Components are excluded from the “work made for hire” or assignment provisions of the Agreement. Only Intellectual Property specifically developed for Client during the term of the Agreement and identified in writing as deliverables (“Newly Created IP”) shall be assigned to Client, subject to any limitations set forth in this Annex and the Agreement.
f. Warranties and Indemnification
Warranties Regarding Pre-Existing IP and Third-PartyComponents. Xamun warrants that, to the best of its knowledge, it has the rights necessary to use, sublicense, or distribute any Pre-Existing IP andThird-Party Components included in the deliverables.
g. Indemnification.
Xamun will defend, indemnify, and hold harmless Client for any claim arising from an alleged infringement by the Newly CreatedIP developed under the Agreement, subject to the terms and conditions of the Agreement. Xamun shall not be liable for any infringement claim arising out of modifications made by Client to the Pre-Existing IP or Third-Party Components, or from the combination of such Pre-Existing IP or Third-Party Components with materials not provided by Xamun.
h. Conflict and Interpretation
In the event of any conflict between these terms and any other provision in the Agreement regarding Intellectual Property, these terms shall govern with respect to issues concerning Pre-Existing IP and Third-Party Components.
8. Marketing and Publicity
By availing any of our Offerings, you grant Xamun a non-exclusive, royalty-free, worldwide license to use your company name and/or logo for promotional purposes, including but not limited to the Xamun website, presentations, and other marketing materials. By no means does this include disclosing Confidential Information that infringes section 6 of this agreement.
If you wish to opt out of this usage, you may submit a written request to team@xamun.ai at any time, and we will honor your request within a reasonable timeframe.
Should Xamun decide to produce promotional materials that includes additional details regarding the business relationship between you and Xamun (such as a case study or a testimonial), Xamun will seek your consent and approval of such material before publishing it to the general public.
9. Force Majeure:
Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, act of Nature or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. This provision shall not be construed as relieving either party from its obligation to pay any sum due to the other party.
10. Disclaimers.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ORNON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
11. Limitation ofLiability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL XAMUN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR SOFTWARE DEVELOPED, EVEN IF XAMUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES OR SOFTWARE DEVELOPED IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE FULLEST EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY, XAMUN’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE FEES YOU HAVE PAID XAMUN IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY AND(II) US$50. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
12. Indemnification
To The fullest extent permitted by law, Customer will indemnify Xamun from and against any and all liabilities, suits, losses, damages and judgments, costs and expenses (including reasonable outside counsel's fees and expenses) in connection with (i) Customer use of the Services in a manner not authorized under these Terms, (ii) any other breach of these Terms by Customer, and (iii) Customer’s use of Prior Inventions or Reusable Modules in a manner not authorized under these Terms.
13. Electronic Communications.
By using availing of Services, you consent to receiving electronic communications from Xamun. You agree that any notices Xamun is required to provide you may be provided electronically.
14. GOVERNING LAW AND VENUE.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. If any provision of these Terms is found to be illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect the validity of the remaining provisions.
These Terms shall be governed by, construed, and enforced in accordance with the laws of England and Wales, without regard to its conflict of laws provisions.
In the event of any dispute, claim, or matter arising from these Terms, the parties agree to engage in good-faith discussions to resolve the issue amicably. If a resolution cannot be reached, the dispute shall be submitted to arbitration in accordance with the rules of the LondonCourt of International Arbitration (LCIA) in force at the time. The arbitration shall be conducted in English, with a single arbitrator mutually agreed upon bythe parties. The seat of arbitration shall be in London, United Kingdom.
These Terms, including any related agreements, constitute the entire agreement between the parties regarding the subject matter hereof. Neither party may assign these Terms without the other party’s prior written consent, except that Xamun may assign these Terms without consent in connection with a merger, reorganisation, or sale of all or substantially all of its assets. These Terms shall be binding upon each party’s successors and permitted assigns.
LAST REVISED ON: JAN 30, 2025