termsofservice

Xenovus, Inc.

Terms of Service

The Xenovus websites and services are provided by Xenovus, Inc. (“Xenovus”, “we” “us” or “our”). These terms of service (the “Terms”) govern your (“you” “your” or a “user”) access to and use of Xenovus and its affiliates websites and the related applications and services offered by us now and in the future as they become available (collectively, the “Services”), including but not limited to services under the “Backflipt™” brand, and the “Backflipt™” applications and services accessible via our website or through Google Play™ or the Apple iTunes App StoreSM (the “Backflipt™” or the “Services”).

Please read these Terms of Service (the “Terms”) carefully before accessing or using the Websites or Services. By using the Services and/or accessing the Xenovus websites you acknowledge and agree to (i) these Terms; and (ii) the Xenovus Privacy Policy, located at http://www.xenovus.com/privacy. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization and any related users. You may use the Services only in accordance with these Terms and only if you have the legal power and capacity to form a contract with Xenovus.

If you do not agree to these Terms or the Privacy Policy, please do not access the websites or use the Services. Xenovus may change and offer new services and/or features through the websites from time to time. Such Services shall be subject to these Terms. Xenovus reserves the right to change these Terms at any time. We recommend that you periodically check this website for changes. The websites and Services are available only to individuals who are at least 18 years old.

Third Party Service Agreements

If you have entered into or are subject to any agreement with Dropbox, Box, or any other third party for non-Backflipt™ services, such as email services, Facebook, LinkedIn, Google, Twitter, etc. (“Third Party Services”), from which you authorize us to import your contacts, archived email, and other data and/or export data, (“Third Party Services Agreement”), any such Third Party Services Agreement shall not apply to Xenovus or Backflipt™, and Backflipt™ shall not be considered a service or product or part of any service or product under such Third Party Services Agreement, unless otherwise expressly agreed in writing by Xenovus.

Registration

Some portions of our Services may be available to users without registering while other features will only be available to those users who register with us. In consideration of your use of the Services, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Free Trial of Backflipt™

If you register on our website for a free trial of our Backflipt™, we will make one or more services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use Backflipt™, or (b) the start date of any purchased service subscriptions ordered by you for Backflipt™; or (c) the date you unsubscribe from such service. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into these Terms by reference and are legally binding.
IF YOU ELECT TO USE BACKFLIPT™ FOR THE TRIAL PERIOD AND DO NOT PURCHASE A SUBSCRIPTION BEFORE THE END OF THE TRIAL PERIOD, YOUR TRIAL SUBSCRIPTION FOR BACKFLIPT™ WILL EXPIRE AT THE END OF THE TRIAL PERIOD AND SHALL NOT AUTO-RENEW. ANY DATA ENTERED INTO BACKFLIPT™ BY YOU OR RECEIVED BY YOU IN CONNECTION WITH YOUR USE OF BACKFLIPT™, AND ANY CUSTOMIZATIONS THAT MAY BE MADE TO BACKFLIPT™ BY YOU DURING THE FREE TRIAL PERIOD, WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO BACKFLIPT™ BEFORE THE END OF THE TRIAL PERIOD.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DURING THE FREE TRIAL BACKFLIPT™ SERVICES ARE PROVIDED “AS-IS”, “AS- AVAILABLE”, WITHOUT ANY WARRANTY OR SUPPORT WHATSOEVER.

Your Data

In order to use Backflipt™ you must link a third party email account and supported sync and share services like Dropbox or Box to your Backflipt™. With your permission (which you are granting by using the Services), we will create and update versions of your address book and emails for you to access using Backflipt™. You will also have the option to import and update versions of your calendar, social media contacts, and mobile phone call history, and you can later choose to upload files to or provide comments through Backflipt™. This data, along with any electronic data and information submitted by or for you to Backflipt™, including electronic data and information submitted by or for you through your use of third party applications, or collected and processed by or for you using Backflipt™ (excluding information obtained by us from our content licensors or publicly available sources and provided to you, or otherwise provided by us to you in connection with Backflipt™) is referred to as “Your Data.” You own your data, and may request deletion of your data at any time, unless you have shared your data with others and they have not deleted it, or it was copied or stored by other users while displayed by you to others through the Services. Your data will be deleted automatically 30 days after the end of trial or premium period.

In order to host your information within Backflipt™ and provide the associated benefits of using Backflipt™, you may also provide us with your login credentials for certain Third Party Platforms (“Third Party Login Credentials”). You hereby authorize us to utilize those Third Party Login Credentials to incorporate your data, from those Third Party Platforms into your data in our Services. If you install or enable any third-party application for use with Backflipt™ Service (e.g., Google, Dropbox, Box), you grant us permission to allow the provider of that application to access Your Data as required for the interoperation of that third-party application with Backflipt™ Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a third-party application.

You grant Xenovus a worldwide, perpetual license to host, copy, transmit and display Your Data as necessary for Xenovus to provide Backflipt™ Services in accordance with these Terms. You also grant to Xenovus a royalty-free, perpetual, worldwide, transferable, sub-licensable license to transfer Your Data to third party service providers used by Xenovus in providing Backflipt™. The foregoing licenses each include all necessary rights and licenses to incorporate Your Data into Backflipt™ content, as the term is defined in our Privacy Policy, and by acceptance of these Terms, you direct Xenovus to incorporate Your Data into such content. If we are required by a licensor to remove content, or receive information that content provided to you may violate applicable law or third-party rights, we may so notify you and in such event you will promptly remove such content from your systems.

You represent and warrant that you have the right to provide us with your data and to permit us to use and disclose your data within the parameters authorized by these Terms and our Privacy Policy. You are solely responsible for your conduct, the content of Your Data, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others. You will be responsible for your users’ compliance with these Terms and will use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify us promptly of any such unauthorized access or use.
You acknowledge that Xenovus has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.

Sharing Your Data and Your Privacy

Subject to the limited exceptions specified in our Privacy Policy, until you choose otherwise, all of Your Data remains visible only to you. However, the Services do allow you to share Your Data with others. If you choose to share Your Data, we cannot be responsible for what those other users do with Your Data, so please carefully consider what you share and with whom you share it.

We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data as describe in our Privacy Policy. We do not guarantee that Your Data will be free from loss, theft, misuse, or unauthorized access, disclosure, alteration or destruction. You acknowledge that it is your responsibility to use a secure encrypted connection if you wish to protect Your Data when you are transmitting it to us and to keep your own backup copies of Your Data. You are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of Backflipt™ when you are not using them.

Payments. If you purchase any Services that we offer for a fee, either on a one-time or subscription basis (“Premium Services”), you agree that Xenovus or its third party payment processing service provider may store your payment card information. You also agree to timely pay the applicable fees for the Premium Services (including, without limitation, periodic fees for premium accounts), plus all related taxes. You may cancel your Services by using unsubscribe option in Backflipt.

Except as otherwise specified herein, (a) fees are based on Services purchased and not actual usage, (b) payment obligations are non-cancelable and fees paid are nonrefundable, and (c) quantities purchased cannot be decreased during the relevant subscription term. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever. You are responsible for paying all taxes associated with your purchases. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

Software and Updates

Some parts of our Service require you to download a client software package (“Software”). Subject to these Terms, Xenovus hereby grants you a personal, limited, nonexclusive, nontransferable, non sub-licensable, revocable license to use the Software solely to access the Services subject, in all cases, to all limitations and conditions specified in these Terms. This license will be automatically revoked if you violate these Terms. We reserve all rights not explicitly granted in these Terms. You are not authorized to and must not attempt to reverse engineer the Software or encourage or assist anyone else to do so; however, this restriction will not prohibit reverse engineering for interoperability in the European Union to the extent European Union law forbids such a restriction. The Services may automatically update the Software on your device when a new version becomes available. Subject to the limited rights expressly granted hereunder, our licensors and we reserve all of our/their right, title and interest in and to Backflipt™ and the Software, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

Feedback

While we appreciate it when users send us feedback, please be aware that we (or others we authorize) may use in any manner any feedback, comments, or suggestions you post in our forums or otherwise provide without any obligation to you.

Copyright Policy

Backflipt™ respects intellectual property rights of others and asks that you do as well. We will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Without limiting any other rights we may have, we may delete or disable access to content that is alleged to be infringing and terminate repeat infringers.

Any notice of alleged copyright infringement on the Services or websites should be sent to: Xenovus,Inc.

Attn: Legal Department

4633 Old Iron Sides #404, Santa Clara, CA, 94054

Other Content

The Services may contain links to websites or resources of others. We do not endorse and are not responsible or liable for their accuracy, availability, content, products, services or anything else.

You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that conflict with these Terms, in which case the open source provisions will apply with respect to the code to which those provisions apply.

User Conduct.

The Services are available for your personal use only. Information and other content in the Services may be protected by intellectual property rights of others. You must not copy, upload, download, or share files unless you have the right to do so. You are solely responsible and liable for what you copy, share, post, upload, download or otherwise use while using the Services. You represent, warrant and agree that your data or information shared through your account or otherwise shared by you on or through the Services will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; be in violation of any law or used in furtherance of any such violation; or contain libelous, defamatory or otherwise unlawful material.

Termination or Modification

You can stop using our Services any time and we reserve the right to suspend, terminate, or modify the Services, in general or with respect to you, in whole or part at any time, with or without cause, and with or without notice, without incurring liability of any kind. We may also delete any content or data from the Services at our discretion. Without limitation, we may suspend or terminate your Services if you are not complying with these Terms, or if you use the Services in any way that may cause us legal liability or disrupt others’ use of Backflipt™ or damage to our business or reputation, or for any other reason. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to Your Data that is stored with the Service.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, rights in data you share with other users, warranty disclaimers, indemnity and limitations of liability.

Permitted Users

Backflipt™ and Software may be subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). You agree that you will not import, export, re-export, transfer or otherwise use the Software or Backflipt™ in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan and Syria), (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department’s Denied Persons List or Entity List, or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Software or Services, you represent and warrant that you are not located in any such country or on any such list. Further, to the extent that you or any of your organization’s users provide us with, whether as Your Data or otherwise, any personal data relating to any resident of any country outside of the Approved End User Locations, you represent and warrant that you have obtained the necessary rights and consents to provide such information to us for processing, and to enable us to conduct such processing, as part of Backflipt™. You will not engage in activity that would cause Xenovus to be violation of these laws and regulations, and you agree that you will indemnify Xenovus for any fines, penalties or other liabilities incurred by Xenovus for your failure to comply with this provision or any other provision of these Terms.

You are solely responsible for maintaining and protecting all of Your Data. We are not liable for any loss or corruption of Your Data, or for any costs, fees, or expenses associated with backing up or restoring any of Your Data.

If any information related to your account changes, you must notify us promptly and keep your information current. The Services are not intended for use by you if you are under 18 years of age. By agreeing to these Terms, you are representing to us that you are over 18.
We reserve the right to investigate possible violations of these Terms, block users from accessing the Websites and Services, and refer matters to law enforcement authorities for further investigation. We may disclose information to third parties, in accordance with our Privacy Policy, located at http://www.xenovus.com/privacy.

We reserve the right to use what ever legal means we deem appropriate to monitor your compliance with these Terms and to prevent unauthorized access to or use of the Services, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use.

Disclaimer of Warranties. WE TRY TO PROVIDE A GREAT SERVICE, HOWEVER, EXCEPT AS EXPRESSLY PROVIDED HEREIN, XENOVUS DOES NOT MAKE ANY WARRANTY OF ANY KIND.

A . THE XENOVUS SERVICES, YOUR XENOVUS ACCOUNT, AND ALL INFORMATION AND CONTENT IS MADE AVAILABLE TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. XENOVUS, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THIRD PARTY DATA PROVIDERS AND MOBILE APPLICATION DISTRIBUTORS (COLLECTIVELY THE “XENOVUS PARTIES”) MAKE NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE XENOVUS SERVICES, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY, AND IP RIGHTS OF ANY OF THE INFORMATION AND CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF CONTACT AND BUSINESS INFORMATION CONTAINED ON THE XENOVUS SERVICES, (3) THE FUNCTIONS CONTAINED ON THIS SITE OR THE SERVCIES WILL BE UNINTERRUPTED OR ERROR-FREE; (4) THAT DEFECTS WILL BE CORRECTED, OR (5) THE PRODUCTS AND SERVICES ASSOCIATED WITH THE XENOVUS SERVICES. THE XENOVUS PARTIES FURTHER DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM XENOVUS OR THE XENOVUS SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY STATED HEREIN.

B . THE XENOVUS PARTIES FURTHER DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE XENOVUS SERVICES AND INFORMATION AND CONTENT AVAILABLE THROUGH THE XENOVUS SERVICES. YOUR USE OF THE XENOVUS SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR PROFITS, ANY LOSS OF DATA, OR DAMAGE TO YOUR COMPUTER FROM VIRUSES THAT MAY BE DOWNLOADED TO YOUR COMPUTER IN THE COURSE OF USING THE XENOVUS SERVICES.

C . THE XENOVUS PARTIES ALSO DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR COMMUNICATIONS OR DEALINGS WITH ANY OF THE BUSINESSES, ADVERTISERS, OR USERS LISTED ON THE XENOVUS SERVICES. YOU ACKNOWLEDGE THAT XENOVUS HAS NO AFFILIATION WITH SUCH BUSINESSES, ADVERTISERS, AND USERS. YOUR COMMUNICATIONS OR DEALINGS WITH SUCH BUSINESSES, ADVERTISERS, AND USERS ARE SOLELY BETWEEN YOU AND THEM, THOUGH XENOVUS RESERVES THE RIGHT TO MONITOR DISPUTES BETWEEN YOU AND THEM.

D . SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

E . XENOVUS DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS REGISTERING TO USE ITS SERVICES, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS; THEREFORE, XENOVUS DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION THAT YOU PERMIT ANY THIRD PARTY TO ACCESS.

F . XENOVUS IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS POSTING OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH XENOVUS TO ANYONE.

G. THE XENOVUS SERVICES MAY CONTAIN HYPERLINKS TO THIRD PARTY WEBSITES (THE “THIRD PARTY SITES”), AND XENOVUS ASSUMES NO RESPONSIBILITY AND HAS NO CONTROL OVER THE INFORMATION AND OR CONTENT CONTAINED THEREIN. THE XENOVUS PARTIES ALSO DISCLAIM ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE THIRD PARTY SITES.

16. Limitation of Liability.

A. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE XENOVUS PARTIES BE LIABLE FOR (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (B) LOSS OF PROFITS, (C) BUSINESS INTERRUPTION, (D) LOSS OF OR DAMAGE TO REPUTATION, OR (E) LOSS OF INFORMATION OR DATA REGARDLESS OF LEGAL THEORY, WHETHER OR NOT XENOVUS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

B. THE XENOVUS PARTIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO XENOVUS IN CONNECTION WITH THE SITE AND SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US $10.00.

General Representation and Warranty. You represent and warrant that (a) your use of the websites and Services will be in strict accordance with the Privacy Policy, these Terms, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (b) your use of the websites and Services will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification. You agree to indemnify and hold harmless Xenovus, its contractors, and its licensors, and their respective directors, officers, employees and agents, and affiliates from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the websites and Services, including but not limited to your violation of these Terms.

Changes. Xenovus reserves the right, at its sole discretion, to modify or replace any part of these Terms. It is your responsibility to check these Terms periodically for changes. Your continued use of or access to the websites or Services following the posting of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new terms, simply don’t use the Services or the websites after the change is effective.

Miscellaneous Legal Terms

These terms and the use of the services and software will be governed by California law except for its conflicts of laws principles. All claims arising out of or relating to these terms or the services or software must be litigated exclusively in the federal or state courts in Santa Clara, California, and both parties consent to venue and personal jurisdiction there.

These Terms constitute the entire and exclusive agreement between you and us with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. Our failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted to reflect our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void. We may, without notice to you, assign our rights and obligations to any of our affiliates or subsidiaries, or to any successor in interest of any business or assets associated with the Services.

Except as otherwise set forth in these Terms, you should direct any legal notice in connection with Backflipt™ to Backflipt™, Attn: Legal Department, Xenovus, Inc.

4633 Old Iron Sides #404, Santa Clara, CA, 94054.