AppLixir, Inc. ("company" or "us") provides products and services, whether fee-based or free of charge (collectively, the "Services"), through its website located at www.AppLixir.com (the "Website"), subject in all cases to the terms and conditions set forth in this Terms of Service Agreement (the "Agreement"). This Agreement, which may be updated by AppLixir, Inc. from time to time, constitutes a legally binding contract between you ("you" or "Customer") and AppLixir, Inc. By completing the registration process and using the Services, you always agree to be bound by the terms and conditions of this Agreement. Please read this Agreement carefully and save it. If you do not agree with all of the terms and conditions set forth in this Agreement, you should leave the Website and discontinue your use of the Services immediately.
Description of Services
Our Services include, but are not limited to, collecting user preference that is designed to support proper and targeted delivery of Advertisements, providing Customers with real-time statistical reporting of their visitors' data and behavior, including, without limitation, information about how many pages are visited, the duration of a particular visit, the referring website, keywords used to search, social media profile data and other browser details. We may, at our discretion, partner with other third-party business partners and technologies to provide Customers with additional audience tracking data, information and services.
Description of Services
Our Services include, but are not limited to, collecting user preference that is designed to support our Prize giveaway platform, providing Customers with real-time statistical reporting of their visitors' data and behavior, including, without limitation, information about how many pages are visited, the duration of a particular visit, the referring website, keywords used to search, social media profile data and other browser details. We may, at our discretion, partner with other third-party business partners and technologies to provide Customers with additional audience tracking data, information and services.
We will provide you with the Services for which you have registered on the Website, subject to the terms of this Agreement. You agree to use the Website and Services at all times in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set forth in this Agreement.
We reserve the right to modify the Services offered at anytime by posting such modification(s) on our Website. Any use of the Website or Services by you after such posting shall be deemed to constitute acceptance of such modification(s).
Account Creation and Termination Process
To use our Website and Services, a Customer must create an account and provide basic website and contact information including, but not limited to, name, address, email address, website URLs (collectively, "Registration Information"). Providing false Registration Information constitutes a material breach of the Agreement and may result in our immediate termination of your use of the Website and the Services. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. You acknowledge that you are solely responsible for any and all use of your account.
We reserve the right to modify any of the terms of this Agreement from time to time and such modification(s) will become effective immediately after posting the modified Agreement on the Website. You agree to be bound to any changes to this Agreement when you use the Services after any such modified Agreement is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. If you do not wish such modifications to apply automatically to you, then it is important for you to review this Agreement before each time you use any of our Services and refrain from using such Services if you see new or different terms that you do not accept.
Non-Exclusive License Granted; Property Rights
Customer Representations, Warranties and Covenants
As a condition of receiving any AppLixir, Inc. Services, you represent, warrant and covenant as follows:
All of the Registration Information Customer supplies, or causes to be supplied, to AppLixir, Inc. is true, complete and accurate, and, during the term of this Agreement, Customer agrees to notify AppLixir, Inc. of any changes to such Registration Information within ten (10) days of any such changes;
None of the URLs Customer submits to AppLixir, Inc. shall link to any webpage or site that contains any:
· nudity, pornography or other sexually-explicit material;
· hate propaganda or material that encourages or promotes illegal activity or violence;
· content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to any Intellectual Property Rights of AppLixir, Inc. or any other third party;
· material that promotes or utilizes software or services designed to deliver unsolicited e-mail;
· material that violates any local, state or national law or regulation;
· misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent or otherwise objectionable, offensive or harmful; or
· other material that AppLixir, Inc., in its sole discretion, deems inappropriate, including any violations of standards posted on the AppLixir, Inc. Website or sent to Customer by e-mail.
Customer will safeguard account information and password by not disclosing it to any third party, and Customer will assume responsibility for any and all harm or liability attributable to Customer or any other person accessing Customer account or any Service with Customer account information and password;
You will comply with all federal laws and regulations governing Customer actions under this Agreement; and if you are an individual, you must be over the age of 18 and possess the capacity to enter into legally binding contracts. You have full power and authority to enter into this Agreement and to perform the obligations set forth in this Agreement.
Without limiting any of our other remedies, we may refuse or cancel Customer's account or Services at any time for any violation of this Section 7. To assure compliance with the criteria in Section 7(b), we reserve the right to monitor the content of the webpages or sites that correspond to the URLs Customer submits to AppLixir, Inc.
DISCLAIMER OF WARRANTIES
APPLIXIR, INC. PROVIDES THE WEBSITE AND SERVICES "AS IS" AND "WITH ALL FAULTS" AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHETHER SUCH WARRANTIES ARISE BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, WITH REGARD TO THE WEBSITE, SERVICES AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF INFORMATION, FEATURES OR CAPABILITIES OF THE SERVICES, AND RELIABILITY OF APPLIXIR, INC.'S COMPUTERS AND SERVERS. APPLIXIR, INC. DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.
LIMITATION OF LIABILITY
IN NO EVENT WILL APPLIXIR, INC. BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION OR GOODWILL, UNDER ANY THEORY OF LAW OR EQUITY, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT WILL APPLIXIR, INC.'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY APPLIXIR, INC. FROM THE CUSTOMER UNDER THIS AGREEMENT.
You shall defend, indemnify, and hold harmless AppLixir, Inc., its subsidiaries, and affiliates, and their respective directors, officers, shareholders, agents, affiliates, licensors, partners and employees from and against any and all claims, actions, demands, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses of any kind (including, without limitation, reasonable attorneys fees and other litigation expenses) arising out of or relating to (i) your, or one of your agent's, use of the Website or any of the Services, including, without limitation, the Tracking Code; (ii) your, or one of your agent's, breach of any provision(s) of this Agreement; (iii) any harmful or illegal activities by you or one of your agents in connection with the Website or Services.
Governing Law and Jurisdiction; Dispute Resolution
The laws of the United States of America and the internal laws of the State of Washington shall govern this Agreement, without regard to any principles of conflicts of laws. You hereby consent to the exclusive jurisdiction of the state and federal courts located in California, as well as such specific venue as determined and selected by AppLixir, Inc. in its sole discretion, in all disputes arising out of or relating to this Agreement or your use of the Services, regardless of whether such action is commenced by Customer against AppLixir, Inc.. The prevailing party in any dispute relating to the Service or this Agreement will be entitled to recover its costs, expenses and reasonable attorney fees incurred in connection with such dispute.
Notwithstanding anything to the contrary contained herein, if a dispute arises under this Agreement, the parties shall first attempt, for a period of thirty (30) days after notice from either party, to resolve the dispute in good faith by direct negotiation of representatives of the respective parties. Any costs and fees associated with the informal dispute resolution shall be shared equally by the parties.
This Agreement is effective until terminated by AppLixir, Inc. or Customer in accordance with the terms and conditions set forth in this Agreement.
Nature of Relationship
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement between AppLixir, Inc. and Customer.
In the event that one or more portions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect the enforceability of any other provision contained in this Agreement.
The delay or failure of AppLixir, Inc. or Customer, at any time or times, to require performance of any provision hereof shall in no manner affect AppLixir, Inc.'s or Customer's right at a later time to enforce such provision. No delay or failure of AppLixir, Inc. or Customer in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder.
Third Party Beneficiaries
Customer agrees that there are no third-party beneficiaries of any promises, obligations or representations made by AppLixir, Inc. herein.
No Customer may assign its rights or delegate its responsibilities hereunder without the express written permission of AppLixir, Inc. AppLixir, Inc. may, at any time, assign its rights or delegate its obligations hereunder without notice to Customer.
AppLixir, Inc. may give notice to Customers for any or all purposes by means of a general notice posted on the Website or by means of an e-mail to Customer's e-mail of record. All notices or other communications to AppLixir, Inc. from Customer shall be sent by e-mail at info@AppLixir.com.