Terms of Use

Last Update: November 15, 2011

Xen, Inc. and its corporate affiliates (referred to collectively as "us" "we" or "Xen") provide you access to, and use of, the site found at www.xen.com and any of its sub-domains (collectively, the "Site"), and the account, services, web sites, mobile applications, products and networks found at or related to the Site (referred to collectively as the "Service"). Your access and use of the Site and Service is subject to your compliance with, and agreement to, these terms of use (the "Terms of Use"). The Terms of Use are a legal agreement between you and Xen.

Please read these Terms of Use carefully before using the Site or the Service. By accessing or using the Service or any part of the Site you agree to become bound by these Terms of Use. If you do not agree to all the terms and conditions set forth herein, then you may not access or use the Site or the Service.

We may revise these terms from time to time, and the most current version will be at xen.com/terms.html. If the revision, at our sole discretion, is considered a material change we will notify you by posting an announcement on the Site. You are responsible for reviewing and becoming familiar with any modifications. Use of the Site or the Service after such notification constitutes your acceptance of the terms and conditions of the Terms of Use as modified. Accordingly, you may want to periodically visit this page to view the most recent Terms of Use.

Eligibility

Any registration by, use of or access to the Site or Service by anyone not of legal age is unauthorized, unlicensed and in violation of these Terms of Use.

Registration data & account security

In order to access some features of the Site or Service, you will have to become a registered user and create an account. You may not use any other person's account without permission. In consideration of your use of the Site or Service, you agree to (a) provide accurate, current and complete information as requested during the registration process ("Registration Data"); (b) maintain the security of your username and password; (c) maintain and promptly update the Registration Data, and any other information you provide to Xen, 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. You must notify us immediately of any breach of security or unauthorized use of your account.

Proprietary Rights/Use of Content/Limited License

Except for User Content (as defined below) and Third-Party Content (as defined below), all content on the Site and available through the Service, including but not limited to designs, text, graphics, pictures, video, information, applications, software, music, sound, video and other files, and their selection and arrangement together with the trademarks, service marks and logos contained therein (the "Site Content"), is owned by or licensed to Xen, with all rights reserved and is subject to and protected by copyright and other intellectual property rights under law. The Site Content is provided to you "AS IS" for your personal and informational use only. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Xen's prior written permission in each instance or in connection with the share function provided on the Site. To the extent Xen has such rights in the Site Content, you are granted a limited, revocable, nontransferable license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content (excluding any software code) to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. The aforementioned license does not include the use of any data mining, robots or similar data gathering or extraction methods and is revocable at any time without notice and with or without cause.

Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Xen, is strictly prohibited and will terminate the rights and licenses granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in the Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.

User-Generated Content Policy

As a registered user, you may upload and post photos, profile, messages, notes, text, as well as any and all other information and data (collectively "User Content" and together with Site Content, the "Content") on or through the Site or the Service or transmit it to or share with other users. You are solely responsible for all of your User Content. You may not post, transmit, or share any Content on the Site or Service that would infringe or violate the rights of third-parties. In furtherance of the foregoing, you represent and warrant that by submitting your User Content you will not be infringing on any other person's copyright, trademark, trade secret or other proprietary or intellectual property rights, including privacy and publicity rights.

You understand and agree that Xen may, but is not obligated to, review the Site and your User Content and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including without limitation User Content that in the sole judgment of Xen violates the Terms of Use or which might be offensive, illegal, or that might violate the rights, harm, or threatens the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to Xen. While Xen may remove User Content from its Site, Xen has no control over whether or not the User Content will be altered, deleted, or removed from any third party websites where the Content originated from or has been syndicated to.

You shall retain all ownership rights in and to your User Content. Notwithstanding the foregoing, when you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant to Xen a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Site and Service, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user a non-exclusive license to access your User Content through the Site or Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under the Terms of Use.

You may remove your User Content from the Site at any time. You understand and agree, however, that Xen may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. Accordingly, the above licenses granted by you in User Content are perpetual and irrevocable.

Xen does not control the User Content posted to the Site and, as such, does not guarantee the accuracy, integrity or quality of your User Content, any other user's content or any Third-Party Content. Xen does not endorse any User Content, any Third-Party Content or any opinion, recommendation, or advice expressed therein, and Xen expressly disclaims any and all liability in connection with the User Content and any Third-Party Content.

You may access other user's Third-Party Content solely for your information and non-commercial, personal use and as intended through the normal functionality of the Site and Service, including without limitation the "streaming" of an audiovisual work. All such Third-Party Content is made available by Xen "AS IS" and may not be copied, reproduced, distributed, or otherwise exploited in any manner other than as intended by the normal functionality of the Site and Service.

Mobile Services

Xen may offer services that are available via your mobile phone, including without limitation the ability to upload content and messages to the Site, blog post, and send and receive messages, instant messages, location information, data transactions and other types of communications that may be developed for the Site (collectively the "Mobile Services"). Your mobile carrier's normal messaging, data and other rates and fees may apply when using the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all mobile carriers or devices. When available, by using any Mobile Services, you agree that we may communicate with you regarding Xen, the Service and the Site and other entities by SMS, MMS, text message, push message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.

Third party links, content, & advertising

Users of the Site may post to their own profiles or share content with other users, including without limitation, links to externally-hosted videos, content and articles, photographs, text, graphics, pictures, designs, music, sound, information, applications, software, widgets or items belonging to or originating from third parties (collectively, the "Third Party Content"), and/or links to other third party web sites that are not owned or controlled by Xen (collectively, the "Third Party Sites"). In addition, Xen may post link to Third Party Sites and/or Third-Party Content on the Site. You acknowledge and agree that all such Third Party Content and Third Party Sites shall be governed by the terms of use and other rules established by the owners, operators or providers of such Third Party Content or Third Party Sites. Notwithstanding the foregoing, you acknowledge and warrant that any Third Party Content and Third Party Sites (or links thereto or therefrom) which you post is subject to, and will fully comply with these Terms of Use.

Similarly, users of Third Party Sites may post or share Site Content and/or links to the Site on Third Party Sites. In such event, the Site and all Site Content posted on any Third Party Site will continue to be governed by the Terms of Use.

Some of the services or functionality accessible on the Site may be provided by third parties on Third Party Sites. In these cases, users who choose to access such services or functionality will be required to navigate away from the Site and to register on the Third Party Site. This registration is separate from any registration on the Site, and will be governed solely by the policies, terms and conditions of the Third Party Site, including privacy and data gathering policies. You acknowledge and agree that Xen has no liability for the services or functionality provided on such Third Party Sites, including without limitation the security of payment or other transactions, notwithstanding that in some instances such Third Party Sites may incorporate Xen trademarks, logos or other identifying materials.

Without limiting any other provision of these Terms of Use, you acknowledge and agree that Xen has no control over, and assumes no responsibility for, the content, privacy policies, practices, products or services of any Third Party Sites and Third Party Content contained on the Site, to which the Site is linked, or on which Site Content is posted. In addition, Xen will not and cannot investigate, monitor, censor or edit the content of any Third Party Sites or Third Party Content accessible through the Site or on which Site Content is posted. By using the Site or the Service, you expressly release Xen from any and all liability arising from your use of, or access to any Third Party Sites or Third Party Content.

If you decide to leave the Site and access any Third Party Site or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies will not govern your use of or actions on such Third Party Sites or Third Party Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site or relating to any Third Party Content you use or install from the Site.

From time to time we may post content on the Site at the request of a third-party that is created and/or owned by such third-parties. Sometimes such third-party will pay Xen or give Xen other consideration for posting the content on the Site. When that happens, such content may be differentiated and labeled as "Sponsored."

User Conduct

The Site and the Service are available for your personal, non-commercial use only and your involvement on the Site including your posting User Content to the Site will affect and shape the overall community created through the Site. As such we ask that you help us keep the Site functioning properly and a safe and respectful place for all users. Accordingly, there is certain user conduct that is not allowed on the Site. Each user agrees to read and follow the Community Guidelines posted here and not to use the Service or the Site to:

harvest or collect email addresses or other contact information of other Users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
use automated scripts to collect information from or otherwise interact with the Service or the Site;
upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, vulgar, obscene, racist, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service or posted to the Site;
upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
solicit personal information from anyone or solicit passwords or personally identifying information for commercial or unlawful purposes;
harm minors in any way;
upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
intimidate, "stalk" or harass another;
upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
use or attempt to use another's account, service or system without authorization from Xen, or create a false identity on the Service or the Site;
upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Xen, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Xen or its users to any harm or liability of any type.

You acknowledge that Xen may or may not pre-screen User Content, but that Xen and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Content posted to the Site. Without limiting the foregoing, Xen shall have the right to remove any User Content that violates the Terms of Use or is otherwise objectionable.

You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Xen or submitted to Xen.

You acknowledge, consent and agree that Xen may access, preserve and disclose your account information and User Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Use; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; (e) effectively provide the Service to you or (f) protect the rights, property or personal safety of Xen, its Users and the public.

You understand that the technical processing and transmission of the Service, including your User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

General Practices

You acknowledge that Xen may establish general practices and limits concerning use of the Site and/or Service, including without limitation the maximum number of days that postings or other uploaded User Content will be retained, the maximum disk space that will be allotted on Xen's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Site and/or Service in a given period of time. You agree that Xen has no responsibility or liability for the deletion or failure to store any communications or other Content maintained or transmitted by the Service. You acknowledge that Xen reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Xen reserves the right to modify these general practices and limits from time to time.

Xen reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site and/or Service (or any part thereof) with or without notice. You agree that Xen shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site and/or Service.

Trademarks

Xen, xen.com, Xen Flow, Xen Enabled and other Xen graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Xen or its affiliates in the U.S. and/or other countries. Xen's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Xen. Accordingly, nothing on this Site should be construed as granting, by implication or otherwise, any license or right to use any of trademarks and servicemarks displayed on this Site, without Xen's prior written permission in each instance.

Copyright & Intellectual Property

Xen respects the intellectual property of others, and we ask our users to do the same. It is our policy to respond to clear notices of alleged copyright infringement. In Xen's sole discretion, Xen may remove content that may be infringing on another person's intellectual property rights with or without notice to the potential infringer. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Xen has adopted a policy of terminating, in appropriate circumstances and at Xen's sole discretion, users who are deemed to be repeat infringers. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the owner or administrator of the affected site or content so that they may make a counter-notification.

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please file a written notice of infringement with Xen's copyright agent containing the information specified below:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is infringing your copyrights.

Xen's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

Copyright Agent
c/o Xen, Inc.
15303 Ventura Blvd., Suite 220
Sherman Oaks, CA 91403
+1 818.475.1363 (fax)
copyright@xen.com

For clarity, only copyright infringement notices should go to this above e-mail address. You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.

Counter-notice:

If you believe the User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the such User Content, you may submit a counter-notice to the address listed above containing the following information:

your physical or electronic signature;
identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
your name, physical address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Los Angeles, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to User Content that was removed or disabled. If we receive such notification we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of users who are repeat infringers. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney.

Privacy

We care about the privacy of our users. Go to www.xen.com/privacy.php to review Xen's privacy policy and to find out how your personal information is treated by Xen. Such privacy policy is hereby incorporated by reference into these Terms of Use.

Disclaimers

You acknowledge that Xen has no control over, and no duty to take any action regarding: which users gain access to the Site or use the Services; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release Xen from all liability for you having acquired or not acquired content through the Site or the Services. The Site or Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. Xen makes no representations concerning any content contained in or accessed through the Site or the Service, and Xen will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Services. NONE OF XEN, ITS AFFILIATES, SUBSIDIARIES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE "XEN PARTIES") GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SITE. NONE OF THE XEN PARTIES WARRANT THAT THIS SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY SPECIFIC INFORMATION THAT IS REQUESTED WILL BE PROVIDED OR THAT THIS SITE OR ITS SERVER ARE OR WILL BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT OR SERVICES IS ASSUMED SOLELY BY YOU.THE SERVICE, CONTENT, AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT WILL ANY OF THE XEN PARTIES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, OR ANY OF THE SITE CONTENT, THIRD-PARTY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF XEN IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, XEN'S ENTIRE CUMULATIVE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO XEN FOR THE SERVICE DURING THE TERM OF YOUR MEMBERSHIP, BUT IN NO CASE WILL XEN'S LIABILITY TO YOU EXCEED $100 USD. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO XEN FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM XEN, REGARDLESS OF THE CAUSE OF ACTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE XEN PARTIES' LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THIS SITE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Account Termination Policy

Xen may terminate your user account, delete your profile and any content or information that you have posted on the Site or through the Service and/or prohibit you from using or accessing the Service or the Site, or any portion thereof, for any reason, or no reason, at any time in its sole discretion, with or without notice, including without limitation in the event Xen has determined you are a repeat offender of these Terms of Use.

Governing Law/Jurisdiction

By visiting or using the Site and/or the Service, you agree that the laws of the State of California, without regard to principles of conflict of laws, will govern the Terms of Use and any dispute of any sort that might arise between you and Xen or any of our affiliates. With respect to any disputes or claims you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of located in Los Angeles, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Los Angeles, California. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

Indemnity

You agree to indemnify and hold all of the Xen Parties harmless from and against any and all losses, liabilities, claims, demands, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content, any Third Party Content you post or share on or through the Site, your use of the Service or the Site, your conduct in connection with the Service or the Site or with other users of the Service or the Site, or any violation of the Terms of Use or of any law or the rights of any third party.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to Xen are non-confidential and shall become the sole property of Xen. Xen shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Language

If we have provided you with a translation of the English language version of these Terms of Use, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms of Use will govern your relationship with Xen. If there is any contradiction between what the English language version of the Terms of Use says and what a translation says, then the English language version shall take precedence.

Other

In the event that any portion of these Terms of Use are held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Use shall remain in full force and effect. All provisions of these Terms of Use that by their terms are reasonably expected to survive the termination of these Terms of Use, including, without limitation, the sections of these Terms of Use entitled Indemnity, Limitation of Liability, Governing Law/Jurisdiction, Disclaimer and Other shall survive the termination of these Terms of Use. These Terms of Use contains the entire agreement of the parties concerning your use of this Site and the Service and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. We reserve the right to change, suspend, or discontinue all or any part of this Site or the Content at any time without prior notice or liability. You expressly absolve and release the Xen Parties from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist activities or governmental restrictions. You may not assign these Terms of Use. No waiver shall be effective unless in writing. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of these Terms of Use. You expressly agree not to export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States.