These “Terms of Use” (“Terms”) explain the contractual relationship between you and licensXchange LLC (“lXc”, “us,” our” or “we”), regarding your use of, and access to, our Websites located at https://licensXchange.com/ (“Website”) and the features and functionality thereof (the “Service”). These Terms, which include our Privacy Policy, govern your access to and use of the Website, Service and lXc Content (as defined below), and constitute a binding legal agreement between you and lXc.
 

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE WEBSITE OR SERVICE, OR BY DOWNLOADING OR PROVIDING ANY CONTENT FROM OR THROUGH THE WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS, VIEW OR USE THIS SITE OR ANY INFORMATION CONTAINED HEREIN.

 

1.    Service

 

The Website and Service enable persons (“Users”) to access information about our company and its services, provided that such person executes a User Agreement by following the instructions for doing so posted on the Website. The terms and conditions of the User Agreement are intended to supplement, not replace, those set forth in this Terms of Use.
The Website is intended for informational purposes only. All information provided and opinions expressed are subject to change without notice. Any information about assets listed on the Website (“Assets”) as being available for licenses, acquisition, and as the subject matter of other transactions, should not be construed as a recommendation or an offer or solicitation to buy or sell any interest in any assets.
You should not construe any information or content published on the Website as business, intellectual property or technology or business or strategic development (collectively, (“Development”), financial, investment, trading, legal, regulatory, tax, or accounting advice and you should not make the Website (or any portions thereof) the primary basis for any business, Development, trading, or financial decisions. In providing the Website and the Service and allowing Users to post and view Assets in the Website, lXc is acting solely in the capacity of an arm’s length information service provider and not as an advisor or a fiduciary. Under no circumstances should lXc be considered your advisor or fiduciary and, if you require advice with respect to the Service or Website or any contemplated transactions relating to any Assets listed on the Website, you should consult your own business, intellectual property, technology, stratetic, financial, accounting, or legal advisors.
In connection with your use of and/or access to the Website, lXc from time to time may provide you with user names, passwords and/or other unique identifiers (collectively, “User Codes”). You are responsible for the security and confidentiality of the User Codes and agree not to disclose them to any third party, including, any other employee in your company or organization. You are responsible for any and all information provided, and any and all acts and/or omissions that occur, while User Codes are being used, in each case, whether by you or a third party. lXc Parties (as defined herein) are not responsible for any breach of security caused by your failure to maintain the confidentiality and security of any of the User Codes. You agree to notify lXc immediately in the event of loss, theft or disclosure of any or all of the User Codes or if you believe the confidentiality or security of any or all of the User Codes has been compromised in any way. You are limited to one User Code. Duplicate User Codes may be revoked. lXc reserves the right to revoke or modify the User Codes at any time.

 

2.    License

 

•    Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable license to access on a computer, tablet device or mobile phone, in each case that you own or lawfully control, the parts of the Website and Service that do not require you to login as a User. [[With respect to any Third-Party Content (as defined below), access and use of such content shall be governed by the third party’s terms and policies applicable to such Third-Party Content.]]
•    Ownership. All materials, other than information about Assets listed by the party that owns or otherwise controls such Assets, contained on, in, or available through the Website and Service, including all information, data, text, sound, photographs, graphics, the selection and arrangement thereof, and all source code, software compilations, and other materials (“lXc Content”) are protected by copyright, trademark, patent and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All copyrights, trademarks, service marks, trade dress, patent and other intellectual property rights, and all derivative works thereof associated with the lXc Content, whether registered or not, are lXc’s sole property or the property of third parties. The lXc Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. We do not convey, through allowing access to the Website or Service, any ownership rights in the lXc Content. These Terms will govern any upgrades provided by us that replace and/or supplement the original Website or Service, unless such upgrade is accompanied by separate terms in which case such updated Terms will govern.
•    You may not create, develop, license, install, use, or deploy any third-party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations, security features, or user/credential authorization systems in the Website or Service. You may not copy (except as expressly permitted by these Terms) or publish the Website for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Website or Service, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Website, if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Website or Service in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.

 

3.    Eligibility

 

You represent and warrant that:
•    you are at least eighteen (18) years old;
•    you have the right, capacity and authority to form a legally binding contract and agree to be bound, and at all times abide, by all these Terms;
•    you are the person to whom the User Codes you used to access the Website were issued by us and the information you provided to us in connection with the issuance of the User Codes, if any, was and is true, accurate, current, and complete;
•    if you are accessing the Website on behalf of the company or organization to whom the User Codes you used to access the Website were issued by us, you are duly authorized by all necessary action and have all consents, rights and authority to bind that company or organization to these Terms, and you agree to these Terms on that company’s or organization’s behalf;
•    you will not reverse engineer, de-compile or reverse compile any of our technology, including any software, functions, features, modules or Java or other applets associated with any of the Website and/or the lXc Content;
•    unless we expressly authorize you to do so in writing, you will not use, reproduce, duplicate, copy, sell, resell, distribute, publish or exploit for any commercial purposes any portion of any of the Website and/or the lXc Content;
•    you will access and use the Website in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries) and in accordance with these Terms of Use; and
•    you have all consents, rights and authority to provide and submit any and all information and content provided and submitted by you using the User Codes, the Website and/or the lXc Content and all such information and content: (1) is true, accurate, current and complete and we may rely on such information and content; (2) is not libelous, defamatory, indecent, obscene, harassing, hateful or violent; (3) is not meant to harm any lXc Parties or any third party; (4) does not constitute or include viruses or other harmful codes; (5) as well as its anticipated uses, does not violate, infringe or misappropriate any copyright, patent, trademark or other proprietary rights, or right of publicity or privacy of any lXc Parties or any third party; and (6) does not violate these Terms of Use, or any applicable law, rule or regulation (whether of the United States or other countries).
You acknowledge that your submission of any information or content to us is at your own risk. None of the lXc Parties will assume any liability to you with regard to any loss or liability relating to such information in any way.

 

4.    Notice to Non-U.S. Persons

 

The Website and Service are controlled and operated by lXc, alone or jointly with our service providers, from the United States. The Website is published and Service is offered in the United States for residents of the United States. The Website and Service as well as any information provided on the Website or in any communication containing a link to this the Website are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject lXc or its affiliates to any registration requirement within such jurisdiction or country. The Website and Service are not intended for use by, or to provide information to, persons outside the United States and such persons should not rely on the information contained in the Website. The Website and the Service are not intended to subject lXc or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. lXc does not represent or warrant that the Website or Service or any part thereof are appropriate or available for use in any jurisdiction other than the United States.

 

5.    Access

There is no charge to access and browse the Website. However, charges for Internet or telecommunication use may apply at rates that are determined by the providers of such services. In order to access and browse the Service, you are required to execute a User Agreement and have a compatible computer, tablet device or mobile telephone, internet access, mobile network access, and, for tablet or mobile devices, a compatible version of Android or iOS operating system. The software for the Website may be upgraded from time to time to add support for new functions and services.

 

6.    Suspension

 

We reserve the right to suspend or cease providing the Website and/or Service, with or without notice, at lXc’s sole discretion at any time and for any reasons, and we shall have no liability or responsibility to you if we do so.

 

7.    Third Party Content

 

The Website and Service may contain links to other Websites, or content including graphics, information, text, video or photos, that are owned or operated by third parties and may be of interest to our Users (collectively, “Third Party Content”). lXc does not investigate or monitor Third Party Content, and therefore is not responsible or liable for the same. When you use a link to go from our Website to a third-party Website, these Terms, our Privacy Policy, and, if executed by You, the User Agreement are no longer in effect. We encourage users to read and consider the policies of these other Website and apps before using them.

 

8.    Disclaimer of Warranties

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lXc MAKES NO WARRANTY (EXPRESS OR IMPLIED), GUARANTEE OR REPRESENTATION THAT ANY INFORMATION CONTAINED IN THE WEBSITE IS ACCURATE, COMPLETE OR UPDATED. lXc DOES NOT ASSUME ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF ANY INFORMATION CONTAINED IN THIS SITE. THE WEBSITE AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, WE SPECIFICALLY DISCLAIM, FOR THE AVOIDANCE OF DOUBT (ON OUR BEHALF, OUR SUBSIDIARIES, SERVICE PROVIDERS, AND/OR OUR AFFILIATES) ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES: (i) CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, SECURITY, TIMELINESS, QUALITY, USEFULNESS, INTEROPERABILITY OR CONTENT OF THE WEBSITE OR SERVICE; (ii) OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE WEBSITE OR SERVICE; AND (iii) REGARDING THE PROVISION OF THE SERVICE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE WEBSITE OR SERVICE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. WE DO NOT WARRANT OR GUARANTEE THAT THE WEBSITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS IN THE WEBSITE OR SERVICE WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE WEBSITE AND SERVICE.

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9.    Limitation of Liability

 

IN NO EVENT WILL lXc OR ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS (COLLECTIVELY, “lXc PARTIES”), BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF INFORMATION, LOSS OF PROFITS AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEBSITE OR SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE WEBSITE OR SERVICE. GIVEN THAT SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY (INCLUDING OUR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL lXc’S AGGREGATE LIABILITY (INCLUDING OUR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) WITH RESPECT TO THE USE OF THE WEBSITE OR SERVICE EXCEED THE AMOUNT OF $25.00 U.S. DOLLARS.

 

10.    Indemnification

 

By using the Website or Service, you agree to defend, indemnify and hold lXc, our affiliates, partners, providers, officers, members, directors, and employees harmless from any and all claims, actions, proceedings, obligations, damages liabilities, costs and expenses, including reasonable attorneys’ fees and other professional fees and costs, arising in any way from your use of the Website or Service or the creation, placement or transmission of any message, content, data, information, software or other materials through the Website or Service by you or related to any violation of these Terms by you (collectively, “Indemnified Matters”). lXc shall control the defense of any Indemnified Matters through counsel selected by lXc.

 

11.    Governing Law

 

These Terms shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

You consent to the exclusive jurisdiction and venue of the federal and state courts located in the State of New York, New York County for any action arising out of or relating to these Terms or your use of the Website or the Service.

 

12.    Entire Agreement

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Except to the extent you execute a User Agreement, these Terms and the Privacy Policy constitute the entire agreement between you and us with respect to the use of the Website and Service, and supersede all discussions, communications, conversations and agreements concerning the subject matter hereof. If there is any conflict between these Terms and the User Agreement, the User Agreement shall take precedence.

 

13.    Copyright Infringement

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We respect the intellectual property rights of others, and require that people who use the Website and Service do the same. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please see our DMCA Policy.

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14.    Assignment

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You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

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15.    Amendment to Terms
lXc may update or amend these Terms from time to time. Amendments shall be effective upon posting on the Website. You are responsible for regularly reviewing these Terms. Your continued access and use of the Website and Service following such posting constitutes your consent to be bound by any amended Terms.

 

16.    General

 

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No independent contractor, partnership, joint venture or employer-employee relationship is intended or created. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via (i) email to notice@lXcco.com, or (ii) by writing to us at Attn: Terms of Use, licensXchange LLC, 430 Park Avenue, New York, New York 10022.

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If you have any questions regarding these Terms or the Website or Service, please contact us at info@licensXchange.com.

 

 

© Copyright 2022 – licensXchange, LLC