Terms

TERMS OF USE

This page explains the terms for using XEQUALS (“XEQUALS,” “we,” or “us”) ‘Service’, which includes our software, website, online services, and any other ‘Software’ (products) provided on or in connection with the XEQUALS, so please read these terms of use (this “Agreement”) carefully before using the Service. XEQUALS operates as X-Equals, LLC, an Illinois registered company.

If you have any questions, feel free to email us at info@x-equals.com

1. ACCEPTANCE OF THE TERMS OF USE

Please read the Agreement carefully before using the Service. By accessing or using the Service, you agree to be bound by this Agreement and by our Privacy Policy, whether or not you are a registered user of our Service. If you do not agree to all the terms and conditions of this Agreement, you shouldn’t and aren’t permitted to use the Service. This Agreement applies to all visitors, users, and others who access the Service (“Users”).

PLEASE NOTE THAT THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

2. USE OF OUR SERVICE

A) Eligibility

This Service is intended solely for Users who are eighteen (18) years of age or older, and any registration, use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. You may use the Service only if you can form a binding contract with XEQUALS, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. The Service is not available to any Users previously removed from the Service by XEQUALS.

B) XEQUALS account

Your XEQUALS account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to XEQUALS with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You are not allowed to provide a third party access to your account. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify XEQUALS immediately of any breach of security or unauthorized use of your account. XEQUALS will not be liable for any losses caused by any unauthorized use of your account.

You may control your User profile and how you interact with the Service by changing the settings in your My Account account settings page. By providing XEQUALS your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your account settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

C) Service Rules

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the XEQUALS servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that XEQUALS grants the operators of public search engines revocable permission to use spiders to copy materials from x-equals.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service (including the right to cancel any hosted content) without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. XEQUALS expressly reserves the right to review every User account for excessive space and bandwidth or resource utilization, and to terminate or apply additional fees to those accounts that exceed allowed levels, in our sole discretion.

You are solely responsible for your interactions with other XEQUALS Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. XEQUALS will have no liability for your interactions with other Users, or for any User’s action or inaction. You may not harass, bully, or otherwise make offensive or inappropriate remarks via the Services, and XEQUALS reserves the right to suspend or terminate your account should it become aware of such activities.

3. USER CONTENT

Some areas of the Service allow Users to post content such as profile information, comments, questions, photos, music, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service is referred to as “User Content”).

You retain ownership of your User Content.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy or publicity. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. XEQUALS reserves the right, but is not obligated, to reject and/or remove any User Content that XEQUALS believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

You represent, warrant, and agree that you have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.

Your User Content and XEQUALS’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights. XEQUALS may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

XEQUALS takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You will be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that XEQUALS will not be liable for any damages you allege to incur as a result of User Content.

4. END USER LICENSE GRANT

A) XEQUALS Service

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. XEQUALS reserves all rights not expressly granted herein in the Service and the XEQUALS Content (as defined below). XEQUALS may terminate this license at any time for any reason or no reason.

B) Software Kits and Keys

We may make available computer software to be downloaded from the Service (“Software”). XEQUALS does not warrant that the Software will be compatible with your computer hardware or operating system. XEQUALS hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Software on one computer system owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Software or use the Software to develop a competing product, except to the extent that such restrictions are expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Software to any third party or use the Software to provide time sharing or similar services for any third party; (iii) make any copies of the Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Software, features that prevent or restrict use or copying of any content accessible through the Software, or features that enforce limitations on use of the Software; or (v) delete the copyright and other proprietary rights notices on the Software. The foregoing license grant is not a sale of the Software or any copy thereof, and XEQUALS or its third party partners or suppliers retain all right, title, and interest in the Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. XEQUALS reserves all rights not expressly granted under this Agreement. If the Software is being acquired on behalf of the United States Government, then the following provision applies. Use, duplication, or disclosure of the Software by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Software originates in the United States, and is subject to United States export laws and regulations. The Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Software and the Service.

5. OUR PROPRIETARY RIGHTS

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “XEQUALS Content”), and all Intellectual Property Rights related thereto, are the exclusive property of XEQUALS and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement will be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any XEQUALS Content. Use of the XEQUALS Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

A) Billing Policies

Certain products or services offered on or through the Service may be provided for a fee or other charge. If you elect to purchase products or services on or through the Service, or to use paid aspects of the Service, you agree to the pricing and payment terms, as we may update them from time to time. XEQUALS may add new products and services for additional fees and charges, or amend fees and charges for existing products and services, at any time in its sole discretion.

B) Refunds

THERE ARE NO REFUNDS FOR ANY PRODUCTS OR SERVICES PURCHASED ON OR THROUGH THE SERVICE. In addition, you may cancel your XEQUALS account at any time; however, there are no refunds for cancellation. In the event that XEQUALS suspends or terminates your account or this Agreement, you understand and agree that you will receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.

C) Risk of Loss

All financial transactions made in connection with the Service will be processed by a third party in accordance with their respective terms of use, privacy policy, and/or any applicable payment terms and conditions. In no event will XEQUALS be responsible for the actions or inactions of any third party payment processor, including, but not limited to, system downtime or payment service outages.

D) Payment Information; Taxes

All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

6. DISCLOSURE OF MATERIAL CONNECTION

XEQUALS may be compensated if you click on a link and purchase one or more of the products or services recommended to you on this site or in an email, blog, or other online posting sponsored by us. In addition, some of the endorsements made on this site, or on our affiliates’ sites, may be made by persons who have a financial or other interest in XEQUALS Company or its products or services. You acknowledge that X-Equals, LLC may benefit from promotions of each other’s goods and services. This disclosure is made pursuant to 16 CFR, Part 255 of the Federal Trade Commission’s “Guides Concerning the Use of Endorsements and Testimonials in Advertising.”

7. NO PROFESSIONAL ADVICE

If the Service provides professional information (for example, professional referrals, tutorials, guides, etc.), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is qualified in the applicable area.

We care about the privacy of our Users. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

See our Privacy Policy for more details.

8. SECURITY

XEQUALS cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

9. THIRD-PARTY LINKS

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by XEQUALS. XEQUALS does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that this Agreement and XEQUALS’s Privacy Policy do not apply to your use of such sites. You expressly relieve XEQUALS from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that XEQUALS will not be responsible for any loss or damage of any sort relating to your dealings with such advertisers

10. INDEMNITY

You agree to defend, indemnify and hold harmless XEQUALS and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
Summary: You are responsible and liable for what you copy, share, upload, download, attach, send, receive, record or otherwise do while using the Service. You are responsible for the legal ramifications if you post stuff that you don’t have the right to post or share or that otherwise violates the law or these Agreement.

11. NO WARRANTY

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM XEQUALS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, XEQUALS, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

XEQUALS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE XEQUALS SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND XEQUALS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL XEQUALS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL XEQUALS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XEQUALS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY (INCLUDING HOSTED SITES). IN NO EVENT WILL XEQUALS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO XEQUALS HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF XEQUALS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is controlled and operated from its facilities in the United States. XEQUALS makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

13. ARBITRATION AND GOVERNING LAW:

A) Arbitration

For any dispute you have with XEQUALS, you agree to first contact us at info@x-equals.com and attempt to resolve the dispute with us informally. In the unlikely event that XEQUALS has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to your use of the Services or this Agreement or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND XEQUALS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

B) Governing Law

You agree that: (i) the Service will be deemed solely based in Illinois; and (ii) the Service will be deemed a passive host that does not give rise to personal jurisdiction over X-Equals, LLC, either specific or general, in jurisdictions other than Illinois. This Agreement will be governed by the internal substantive laws of the State of Illinois, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. We each agree to submit to the personal jurisdiction of a state court located in Cook County, Illinois, for any actions for which either party retains the right to seek injunctive or other equitable relief, as further described in the Arbitration provision above.

14. GENERAL

A) Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by XEQUALS without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

B) Notification Procedures and Changes to the Agreement

XEQUALS may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by XEQUALS in our sole discretion. XEQUALS reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. XEQUALS may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ’last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree the terms of this Agreement or any future Terms of Use, do not use or access (or continue to access) the Service. XEQUALS is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

C) Entire Agreement/Severability

This Agreement, together with any amendments and any additional agreements you may enter into with XEQUALS in connection with the Service, will constitute the entire agreement between you and XEQUALS concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Headings are included for convenience only and will not be considered in interpreting this Agreement. For the avoidance of doubt, as used in this Agreement, the word including means including but not limited to.

D) No Waiver

No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and XEQUALS’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.

Please contact us at info@x-equals.com with any questions regarding this Agreement.