These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Xeebi Mobile Inc. ("Company", "we", "us", or "our") concerning your access to and use of the Platform, Services, and/or Website described in these Terms of Use, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Xeebi Services"). You agree that, by accessing the Xeebi Services, you have read, understood, and agree to be bound by all of these Terms of Use. Further, by continuing to use the Xeebi Services after receiving notice of any update to the Terms of Use, you agree to be bound by those new or modified provisions of the Terms of Use. You shall inform all employees, contractors, and agents that use the Xeebi Services on your behalf (each an "Authorized User") of the terms and conditions of these Terms of Use and you are responsible for any Authorized User's actions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Updated provisions of these Terms of Use and supplemental terms and conditions or documents that may be posted on the Website or accessible through the Xeebi Services are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use and any other documents that may be posted on the Website or accessible through the Xeebi Services to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use or included in any supplemental documents by your continued use of the Xeebi Services after the date such revised Terms of Use or supplemental documents are posted.
The information provided through the Xeebi Services is 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 us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Xeebi Services from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws in said jurisdiction, if and to the extent such laws are applicable.
The Xeebi Services are not tailored to comply with industry-specific regulations, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the Federal Information Security Management Act (FISMA), etc. Therefore, if your use of the Xeebi Services would be subject to such laws, you may not use the Xeebi Services.
The Xeebi Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Xeebi Services.
"Affiliate" shall mean, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where "control" (or variants of it) shall mean the ability (whether directly or indirectly) to direct the affairs of another by means of ownership, contract, or otherwise.
"Applicable Law" shall mean any international, federal, state, or local statute, regulation, or ordinance, expressly including, without limitation, those relating to individual privacy or the distribution of Messages.
"Data" shall mean all data and other information stored by you on the Xeebi Services.
"Malicious Code" shall mean viruses, worms, time bombs, Trojan horses, and any other harmful or destructive code, files, scripts, agents, or programs.
"Messages" means any form of communication – including, but not limited to, communications transmitted using Short Messaging Service ("SMS"), Multimedia Messaging Service ("MMS"), WhatsApp, Facebook Messenger, Instagram Messenger, or any similar form of messaging service provided by a Third-Party Provider – transmitted by you or any individual that has access to your account using the Platform to an end user.
"Platform" shall mean our platform and any affiliated software used for your or an Authorized User's transmission of Messages to end users.
"Services" shall mean the implementation, integration, consulting, and/or similar services described in any Statement of Work or similar request for Services and provided by our employees and subcontractors in support of your use of the Xeebi Services.
"Statement of Work" or "SOW" shall mean the document describing the scope and schedule of Services, if any, to be performed by Xeebi for you. An SOW may be a standalone document or a similar document through which you purchase access to the Platform or Services from us and shall be governed by these Terms of Use.
"Third-Party Provider" shall mean any telecommunications carrier, mobile services carrier, Voice over Internet Protocol provider, mobile application or social media provider, and/or any similar type of third-party entity through which Messages may be sent or received.
Unless otherwise indicated, the Xeebi Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Xeebi Services (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Xeebi Services "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Xeebi Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Xeebi Services, you are granted a limited license to access and use the Xeebi Services and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Xeebi Services, the Content, and the Marks.
As between us and you, you exclusively own all rights, title, and interest in and to all Data. In addition, all content created by, or by us for, you during performance of the Services (the "Work Product"), shall be your sole and exclusive property.
By using the Site, you represent and warrant that: (a) all registration information you submit will be true, accurate, current, and complete; (b) you will maintain the accuracy of such information and promptly update such registration information as necessary; (c) you have the legal capacity and you agree to comply with these Terms of Use; (d) you are not a minor in the jurisdiction in which you reside; (e) you will not access the Xeebi Services through automated or non-human means, whether through a bot, script or otherwise; except by API (f) you will not use the Xeebi Services for any illegal or unauthorized purpose, including to distribute any Messages with content that violates applicable industry guidelines; and (g) your use of the Xeebi Services will not violate any Applicable Law.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Xeebi Services (or any portion thereof).
You may be required to register with us to access the Xeebi Services. You agree to keep your password confidential and will be responsible for all uses of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
We accept the following forms of payment:
- PayPal
You may be required to purchase or pay a fee to access some of the Xeebi Services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Website or to access the Xeebi Services. You further agree to promptly update account and payment information, including, but not limited to, email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Website. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed with us.
Your failure to timely pay any fees and expenses that are not the subject of a good faith dispute of which you notify us in detailed writing ("Undisputed Fees") shall constitute a material breach of these Terms of Use. If any amounts for which you are responsible are overdue, then we may provide you with written notice of the same (a "Late Notice"). If you fail to pay all overdue amounts within ten (10) business days after your receipt of the Late Notice, then we may, in addition to any of our other rights and remedies, suspend your access to the Xeebi Services until all overdue amounts are paid in full. If you fail to pay all overdue amounts within thirty (30) days after your receipt of the Late Notice, then we: (a) may terminate your use of the Xeebi Services and (b) shall be entitled to recover from you (i) interest on all overdue amounts at the higher of a rate of 3% per month or the maximum rate permitted by law ("Interest") and (ii) all fees and costs (including reasonable attorneys' fees, court costs, and collection agency fees) incurred in seeking collection of such overdue amounts ("Collection Costs").
We offer a 1-day free trial to new users who register with us. The account will be charged according to your chosen subscription at the end of the free trial.
All purchases are non-refundable. You can cancel your subscription at any time. Plans can be managed in the account settings and also by contacting noc@xeebi.ai. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our services, please email us at sales@xeebi.ai or call us at + 1 503‑352‑7860.
You are responsible for all activities that occur in your account(s) and through your account's access to and use of the Xeebi Services. You shall:
1. Have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Data;
2. Prevent unauthorized access to, or use of, the Xeebi Services, and notify us promptly of any such unauthorized access or use of which you or any of your Affiliates become aware;
3. Maintain the security of your account names and passwords and promptly notify us of any actual or potential breach of security that may result in the transmission of unauthorized Messages or the theft of the personally-identifiable information of your end user customers;
4. Comply with Applicable Law with respect to Data and Data privacy when using the Platform and Xeebi Services;
5. Comply with all relevant rules and guidelines imposed by wireless carriers, mobile application and social media providers, and all related industry associations regarding the collection and protection of Data, Data privacy, and the sending of Messages;
6. Comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq. ("TCPA"), the Telemarketing Sales Rule, 16 C.F.R. Part 310 ("TSR"), all TCPA and TSR implementing rules, orders, and regulations, and any and all state and/or local equivalents to the TCPA and TSR, including, but not limited to, all applicable requirements regarding obtaining prior express consent before sending Messages using the Platform; and
7. Maintain terms and conditions and a privacy policy for end users subscribing to receive your Messages that include at least the following provisions:
a. An express representation and warranty that the end user is supplying his or her own phone number, and not someone else's, to you, and that the end user agrees to provide you with notice if he or she is no longer the primary user of that number;
b. A dispute resolution and/or jurisdiction provision expressly providing that the end user waives the right to any class action litigation and/or jury trials and expressly providing that the end user agrees to resolve all disputes via confidential arbitration;
c. A opt-out provision expressly providing that the end user agrees to opt-out of receiving any further mobile messages from you via one or more explicitly designated methods, which, at a minimum, shall include the following: (a) opt-out keywords and (b) one or more alternative opt-out methods, including, but not limited to, via a web-based portal, telephone number, and/or email address established by you for the purpose of opting-out end users. The opt out provision also must expressly stipulate that any opt-out method not expressly provided in your opt-out provision is unreasonable;
d. A provision expressly providing that your platform provider is a third-party beneficiary of your arbitration, class action, and jury waiver provisions; and
e. An age restriction provision expressly providing that the end user may not receive mobile messages if the end user is under thirteen (13) years of age and that, if the end user is between the ages of thirteen (13) and eighteen (18) years of age, the end user must have his or her parent's or legal guardian's permission to register to receive mobile messages.
You may not access or use the Xeebi Services for any purpose other than that for which we make the Xeebi Services available. The Xeebi Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Xeebi Services, you agree not to undertake the following or similar actions:
1. Make any unauthorized use of the Xeebi Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or Messages, or creating user accounts by automated means or under false pretenses;
2. Engage in unauthorized framing of or linking to the Xeebi Services;
3. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
4. Make improper use of our support services or submit false reports of abuse or misconduct;
5. Use the Website to advertise or offer to sell goods and services;
6. Circumvent, disable, or otherwise interfere with security-related features of the Xeebi Services, including, but not limited to, features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Xeebi Services and/or the Content contained therein;
7. Use a buying agent or purchasing agent to make purchases on the Website;
8. Systematically retrieve data or other content from the Xeebi Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
9. Engage in any automated use of the Xeebi Services, such as using scripts to send comments or Messages, or using any data mining, robots, or similar data gathering and extraction tools;
10. Interfere with, disrupt, or create an undue burden on the Xeebi Services or the networks or services connected to the Xeebi Services;
11. Attempt to impersonate another user or person or use the username of another user of the Xeebi Services;
12. Sell or otherwise transfer your Xeebi Services profile or account;
13. Use any information obtained from the Xeebi Services to harass, abuse, or harm another person;
14. Use the Xeebi Services as part of any effort to compete with us or otherwise use the Website and/or the Content for any revenue-generating endeavor or commercial enterprise;
15. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Xeebi Services;
16. Attempt to bypass any measures of the Xeebi Services designed to prevent or restrict access to the Xeebi Services, or any portion of the Xeebi Services;
17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Xeebi Services to you;
18. Delete the copyright or other proprietary rights notice from any Content;
19. Copy or adapt the Xeebi Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
20. Upload or transmit (or attempt to upload or to transmit) Malicious Code that interferes with any party's uninterrupted use and enjoyment of the Xeebi Services or that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Xeebi Services;
21. Upload or transmit (or attempt to upload or transmit) through the Xeebi Services any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms");
22. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Xeebi Services, or using or launching any unauthorized script or other software to access or use the Xeebi Services;
23. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Xeebi Services;
24. Use the Xeebi Services in a manner inconsistent with any Applicable Law;
25. Circumvent General Data Protection Regulation (EU) 2016/679 and the California Consumer Privacy Act 2018 (for the avoidance of doubt, CCPA references shall only apply to California consumers);
26. Send Inappropriate Content with the use of Xeebi Services. "Inappropriate Content" means, collectively, any content that: (a) is unsolicited, including, without limitation, "junk mail," "bulk email," spam, or other unsolicited material; (b) qualifies as spam under any Applicable Law; (c) potentially causes the introduction of harmful computer programs or code in the Platform or end users' devices; (d) violates any legal, regulatory, self-regulatory, governmental, statutory, or telecommunication network operator's requirements or codes of practice; (e) is unlawful, pornographic, abusive, racist, obscene, offensive, threatening, harassing, defamatory, discriminatory, misleading, or inaccurate; (f) is harmful or malicious content, including, but not limited to, hate speech and any other material that we reasonably believe degrades, intimidates, encourages violence against, or foments prejudicial action against anyone based on gender, race, age, ethnicity, nationality, religion, sexual orientation, disability, geographic location, or other discrimination reason; (g) infringes the intellectual property rights of any person or entity; or (h) is illegal in any other way;
27. Transmit inappropriate content that interferes with or disrupts the integrity or performance of the Xeebi Services in any way whatsoever or accesses the Xeebi Services to build a competitive product or service that may compete with us;
28. Send unsolicited Messages;
29. Send any prohibited Messages to life-line services, such as hospitals, fire, police, 911, or utility-related telephone numbers or Social Media accounts;
30. Mislead end users as to the identity of the sender of your Messages;
31. Circumvent Applicable Law as it relates to sending Messages; and/or
32. Engaging in any other activity that we believe could subject us to criminal or civil liability.
The Xeebi Services does not offer users the ability to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us, on the Website, or through the Xeebi Services, including, but not limited to, text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Website and through third-party websites. As such, any Contributions you transmit may be treated in accordance with our Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including, but not limited to, the copyright, patent, trademark, trade secret, or moral rights of any third party;
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Website, and other users of the Website to use your Contributions in any manner contemplated by the Website and these Terms of Use;
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Website and these Terms of Use;
4. Your Contributions are not false, inaccurate, or misleading;
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation;
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us);
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone;
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people;
9. Your Contributions do not violate any Applicable Law;
10. Your Contributions do not violate the privacy or publicity rights of any third party;
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of eighteen (18) or exploits people under the age of eighteen (18) in a sexual or violent manner;
12. Your Contributions do not violate any Applicable Law concerning child pornography or that otherwise are intended to protect the health or well-being of minors;
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap;
14. Your Contributions do not otherwise violate, or link to material that violates any provision of these Terms of Use;
15. Your Contributions do not violate or offer any banking or financial fraud; and
16. Your Contributions do not violate any alcohol or tobacco applicable laws.
Any use of the Xeebi Services in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Xeebi Services.
Our platform assists in transmitting Messages created and initiated by you or sent to you by others through different routes, and the level of reliability and support for special features varies according to the route. You are responsible for obtaining and maintaining all computer hardware, software, and equipment needed to access the Xeebi Services and for paying all access charges (e.g., Internet Service Provider, telecommunications, etc.) incurred while using the Xeebi Services.
We only provide that the Xeebi Services are processed correctly and further transmitted by us to the applicable network. We are not responsible for the final delivery of any Messages initiated through our Platform, as this is out of our control and is the responsibility of downstream Third-Party Providers.
We transmit and receive Messages via other Third-Party Providers, and thus our influence over the timing of the transmission of your Messages is only within the technical constraints imposed upon us. While we shall use commercially reasonable efforts to transmit your Messages to the applicable network for final delivery to your designated end user recipients as fast as possible, we cannot commit to, and do not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transmission of your Messages across the public switched telephone network and/or Internet. You should know that Third-Party Providers assign Messages with a default lifetime and any Message that cannot be delivered successfully within the lifetime assigned to it will be discarded by the Third-Party Provider without any notice. We are not liable for any loss incurred by the failure of a Message to be delivered or received, and you acknowledge that damages for financial or other loss resulting from delivery or receipt failure cannot be claimed from us for any such non-deliveries or non-receipts. Furthermore, you agree that Message contents are deemed to have zero value.
You agree that we may access, store, process, and use any information and Data that you provide following the terms of our Privacy Policy and your choices (including settings).
By submitting suggestions or other feedback regarding the Website, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Website or through your use of the Xeebi Services. You are solely responsible for your Contributions to the Website and through the Xeebi Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
As part of the functionality of the Xeebi Services, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (a) providing your Third-Party Account login information through the Xeebi Services or in conjunction with your use of the Xeebi Services; or (b) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the Third-Party Provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that: (a) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Xeebi Services via your account, including, without limitation, any friend lists and end user contact information; and (b) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account through the Xeebi Services.
Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the Third-Party Provider, then Social Network Content may no longer be available on and through the Xeebi Services or in conjunction with your use of the Xeebi Services. You will have the ability to disable the connection between your account related to the Xeebi Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY PROVIDERS. We make no effort to review any Social Network Content for any purpose, including, but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You can deactivate the connection between the Xeebi Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will use commercially reasonably efforts to attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Xeebi Services ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
The Xeebi Services are "commercial items" as defined in Federal Acquisition Regulation ("FAR") 2.101. If any of the Xeebi Services are acquired by or on behalf of any agency not within the Department of Defense ("DOD"), the Xeebi Services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation ("DFARS") 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.
We reserve the right, but not the obligation, to: (a) monitor the Xeebi Services for violations of these Terms of Use; (b) take appropriate legal action against anyone who, in our sole discretion, violates Applicable Law or these Terms of Use through their use of the Xeebi Services, including without limitation, reporting such user to law enforcement authorities; (c) in our sole discretion, and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (d) in our sole discretion and without limitation, notice, or liability, remove from the Xeebi Services or otherwise disable all files, content, and/or Data that are excessive in size or are in any way burdensome to the Xeebi Services and its associated systems; and (d) otherwise manage the Xeebi Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Xeebi Services.
We care about data privacy and security. By accessing/using the Xeebi Services, you agree to be bound by our Privacy Policy posted on the Website, which is incorporated into these Terms of Use. Please be advised the Website and Xeebi Services are hosted in the United States. If you access the Website or Xeebi Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Website and/or Xeebi Services, you are transferring your Data to the United States, and you agree to have your Data transferred to and processed in the United States.
No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.
These Terms of Use shall remain in full force and effect while you use the Xeebi Services.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE XEEBI SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING, WITHOUT LIMITATION, FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE XEEBI SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT, INFORMATION, OR DATA ASSOCIATED WITH YOUR ACCOUNT AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including, without limitation, pursuing civil, criminal, and injunctive redress.
We reserve the right to change, modify, or remove the contents of the Xeebi Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Website related to or describing the Xeebi Services. We also reserve the right to modify or discontinue all or part of the Xeebi Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of or associated with the Xeebi Services.
We cannot guarantee the Xeebi Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Xeebi Services, which may result in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Xeebi Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Xeebi Services during any downtime or discontinuance of the Xeebi Services. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Xeebi Services or to supply any corrections, updates, or releases in connection therewith.
These Terms of Use and your use of the Xeebi Services are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party and shall include at least one negotiation session attended by each Party's Chief Operations Officer, his/her designee, or a Party's representative with sufficient authority to negotiate and settle the Dispute on behalf of the Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") then in effect. YOU UNDERSTAND THAT, ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the AAA and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website: http://www.adr.org. Except as otherwise provided herein, the arbitrator shall apply the internal substantive laws of the State of California, without regard to its conflict of law rules. The arbitration may be conducted via phone, online, or in person. To the extent the arbitration is conducted in person, the venue of any such arbitration shall be in Orange County, California.
Within ten (10) calendar days after the arbitration demand is served upon a Party, the Parties must jointly select an arbitrator with at least five (5) years' experience in that capacity and who has knowledge of and experience with the subject matter of the Dispute. If the Parties do not agree on an arbitrator within thirty (30) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, arbitrator shall decide the enforceability and interpretation of this Dispute Resolution provision in accordance with the Federal Arbitration Act ("FAA"). The Parties also agree that the AAA's rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court.
The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in Section 10 of the FCC. The prevailing party (as adjudged by the arbitrator) shall be entitled to an award of all costs and expenses incurred in connection with such proceeding, including, but not limited to, reasonable attorneys' fees and expert witness fees.
The Parties agree to arbitrate solely on an individual basis and that neither this Dispute Resolution provision nor any other provision of these Terms of Use permit class arbitration or any claims brought as a plaintiff or class member in any class or representative capacity.
Except as may be required by Applicable law, neither a Party nor the arbitrator may disclose the existence, content, or results of any arbitration, or the papers, documents, or evidence related thereto, without the prior written consent of both Parties, unless to protect or pursue a legal right.
If for any reason, a Dispute proceeds in court rather than arbitration, the Parties hereby waive any right to a jury trial and agree that the Dispute shall be commenced or prosecuted in the state and federal courts located in California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act ("UCITA") are excluded from these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Xeebi Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of the provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Xeebi Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any such errors, inaccuracies, or omissions and to change or update the information on the Xeebi Services at any time, without prior notice.
THE XEEBI SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE XEEBI SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE XEEBI SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE XEEBI SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE XEEBI SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE XEEBI SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS, THE XEEBI SERVICES, AND/OR ANY AND ALL PERSONAL INFORMATION, DATA, AND/OR FINANCIAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE XEEBI SERVICES; (E) ANY MALICIOUS CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE XEEBI SERVICES BY ANY THIRD PARTY; AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE XEEBI SERVICES.
EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH BELOW, IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THE XEEBI SERVICES, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED $199.00 U.S DOLLARS; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL YOUR LIABILITY TO US BE LESS THAN THE SUM OF ALL OUTSTANDING FEES AND EXPENSED OWED BY YOU OR ANY OF YOUR AFFILIATES PLUS ALL INTEREST AND COLLECTION COSTS ASSOCIATED THEREWITH. NOTWITHSTANDING THE FOREGOING, YOUR EXCLUSIVE REMEDY, AND OUR ENTIRE LIABILITY, FOR ANY BREACH OF THE WARRANTIES STATED ABOVE IS LIMITED TO REPERFORMANCE OF THE XEEBI SERVICES. IF WE ARE UNABLE TO RE-PERFORM THE SERVICES AS WARRANTED WITHIN THIRTY (30) DAYS OF RECEIPT OF WRITTEN NOTICE OF BREACH, YOU SHALL BE ENTITLED TO RECOVER THE FEES PAID TO US FOR THE DEFICIENT SERVICES.
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND LOSS OF GOODWILL), WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES OF ANY KIND OR NATURE THAT ARISE OUT OF ACTION OR INACTION ON THE PART OF ANY THIRD-PARTY PROVIDER, INCLUDING, BUT NOT LIMITED TO, A THIRD-PARTY PROVIDER'S FAILURE OR REFUSAL TO DELIVER YOUR MESSAGES.
You agree to defend, indemnify, and hold us harmless, including our Affiliates and all of our respective officers, agents, partners, and employees, from and against any actual or threatened loss, damage, liability, claim, third-party discovery demand, governmental investigation, or enforcement action arising out of or relating to your activities related to the Xeebi Services, including, but not limited to, any claim that arises under the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq., the Telemarketing Sales Rule, 16 C.F.R. Part 310, all TCPA and TSR implementing rules, orders, and regulations, and any and all state and/or local equivalents to the TCPA and TSR (each a "Claim"). We and our Affiliates will cooperate as fully as reasonably required in the defense of any Claim(s). Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such Claim(s). You will pay all costs, reasonable attorneys' fees, and any settlement amounts or damages awarded against us in connection with any Claim, including damages that are awarded under a theory of strict liability. You will also be liable to us for any costs and attorneys' fees we incur to successfully establish or enforce our right to indemnification under this section. We will use reasonable efforts to notify you of any such Claim that is subject to this indemnification upon becoming aware of it.
We will maintain certain Data for the purpose of managing the performance of the Xeebi Services. Although we perform regular routine backups of Data, you are solely responsible for all Data that you transmit or that relates to any activity you have undertaken using the Xeebi Services. You agree that we shall have no liability to you for any loss or corruption of any such Data, and you hereby waive any right of action against us arising from any such loss or corruption of such Data.
Visiting the Website, accessing any Xeebi Services, sending us emails, and completing online forms through the Website or the Xeebi Services constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Website or through the Xeebi Services, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE XEEBI SERVICES.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
1. Relationship of the Parties; Third-Party Beneficiaries. These Terms of Use do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Unless otherwise provided in an addendum, there are no third-party beneficiaries to these Terms of Use.
2. Force Majeure. We are not responsible for delays or failures to perform our responsibilities under these Terms of Use due to causes beyond our reasonable control, including, but not limited to, acts of God, acts of government, flood, fire, earthquakes, tornadoes, civil unrest, pandemic, acts of terror, strikes or other labor problems, computer, telecommunications, internet service provider, Third-Party Provider, or hosting facility failures or delays involving hardware, software, or power systems, Malicious Code, denial of service attacks, and/or inability to obtain energy (each a "Force Majeure Event"); provided, however, that we will resume performance as soon as reasonably practicable.
3. Notices. Any notice, request, approval, or written consent required under these Terms of Use shall be given in writing to the receiving party by certified mail or by email. If sent via certified mail, such writing shall be addressed to Xeebi Mobile Inc. at the address set forth below or, if to you, to such address as you may furnish to us in creating your account or ordering any Services. If sent via email, notices to us shall be sent to sales@xeebi.ai. Notices to you via email will be sent to the email address(es) on record in your account. You must keep all of your account information current.
4. Waiver and Cumulative Remedies. Except where stated expressly otherwise herein, no failure or delay by either Party in exercising any right under these Terms of Use shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
5. Severability. Any provision of these Terms of Use that is prohibited and unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without: (a) invalidating the remaining provisions hereof, if the essential provisions of the Terms of Use for each party remain valid, binding, and enforceable; or (b) affecting the validity or enforceability of such provisions in any other jurisdiction.
6. Entire Agreement. These Terms of Use constitute the entire agreement between the Parties with respect to your use of the Xeebi Services, and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning your use of the Xeebi Services. To the extent there is any conflict or inconsistency between the provisions in the body of these Terms of Use and any later addendum or order form, the terms of these Terms of Use shall prevail unless expressly stated otherwise in such addendum or order form.
7. Survival. The "Fees and Payment," "Indemnification," "Limitations of Liability," "Dispute Resolution," and "Miscellaneous" sections of these Terms of Use shall survive the termination or expiration of these Terms of Use.
To resolve a complaint regarding the Xeebi Services or to receive further information regarding use of the Xeebi Services, please contact us at:
Xeebi Mobile Inc.
450 Newport Center Drive Suite 570
Newport Beach, CA 92660
United States
Phone: + 1 503‑352‑7860
sales@xeebi.ai