PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS”) CAREFULLY. BY ACCESSING, BROWSING OR USING THE Xact LLC. (“xact”) WEBSITE AVAILABLE AT WWW.XACTLIFE.COM OR ANY WEBSITE WITH LINKS TO THIS AGREEMENT (THE “WEBSITE”) IN ANY WAY OR CLICKING AN “I ACCEPT” OR SIMILAR BUTTON, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH XACT, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS ON BEHALF OF YOURSELF OR THE COMPANY YOU WORK FOR, AND TO BIND THAT COMPANY TO THESE TERMS. 

 

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE. THESE TERMS INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE MOST DISPUTES. THESE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

 

PLEASE NOTE THAT The Terms are subject to change by Xact in its sole discretion at any time. When changes are made, Xact will make a new copy of the Terms available at the Website. We will also update the “Last Updated” date at the top of the Terms. If we make any material changes, and you have provided us with your e-mail address, we will also send an e-mail to you at the last e-mail address you provided to us. Any changes to the Terms will be effective immediately for new users of the Website and will be effective for existing users upon the earlier of thirty (30) days after posting of notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes. Xact may require you to provide consent to the updated Terms in a specified manner before further use of the Website is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website. Otherwise, your continued use of the Website constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

Registration

In order to access certain content, material, products or services on the Site, you may be asked to register and create an account. As part of the registration process, you may be asked to click to agree to these Terms, and may then be asked to select or submit a user name and password. You may also be required to provide us with certain information about yourself including some types of personally identifiable information, including your legal name, phone number, address, email address, gender, and age. You are responsible for ensuring that your password and account login are kept secret, safe, and secure at all times. Xact will not be held responsible or liable for any misuse of your account in the event that a third party has access to and uses your password and account login in any way.

When placing an order through the Site, you will be required to provide other personal information, such as shipping address, billing address, and payment details. Additional information may be collected by Xact or its third party providers at this time for security and anti-fraud purposes. You represent that the personal information you provide to us via the Site is true, valid, complete and up-to-date in all respects, and you confirm that you are the person referred to in the shipping (unless the item is a gift) and billing information provided. Should any of the information you provide on the Site change, please login to your account and update such information directly on the Site.

Any personal information that you provide to us via the Site is subject to our Privacy Policy.

Restrictions

You agree to use the Site and the Services only for purposes that are permitted by these Terms of Use and in compliance with all applicable laws, regulations, and generally accepted practices or guidelines in the relevant jurisdictions. You may only use the Site and Services for your non-commercial, non-exclusive, non-assignable, non-transferable and limited personal use, and for no other purposes.

You will not (and will not attempt to):

1. Access any of the Services by any means other than through the interface that is provided by Xact;
2. Gain unauthorized access to Xact’s computer system or engage in any activity that interferes with the performance of, or impairs the functionality or security of the Site, the Services, Xact’s networks and computer systems;
3. Access any of the Site or the Services through any automated means or with any automated features or devices (including use of scripts or web crawlers);
4. Access or collect any personally identifiable information, including any names, email addresses or other such information for any purpose, including, without limitation, commercial purposes;
5. Reproduce, duplicate, copy, sell, trade, or resell any aspect of the Site or the Services for any purpose; and
6. Reproduce, duplicate, copy, sell, trade or resell any products or services bearing any trademark, service mark, trade name, logo or service mark owned by Xact in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

 

Purchases

Some products or services made available through the Site may be available for purchase. By purchasing products or services made available through the Site, you represent that you have reached the age of majority (which in most states is 18 years old) and have the legal capacity to enter into a contract. If you are under the age of majority or cannot lawfully enter into a contract, you must have your parent or guardian review these Terms and the Privacy Policy, and register or place an order on your behalf. Xact may use a third party payment processor to process credit card transactions made through the Site. You are also responsible for paying any governmental taxes imposed in connection with use of the Site or the purchase or any products or services made available through the Site, including sales, use, and excise taxes (excluding only taxes on Xact’s net income). To the extent that Xact is obligated to collect such taxes, the applicable tax will be added to your billing account. All sales are subject to our shipping and return policies, which shall be made available to you on the Site or other delivered to you with your purchased goods. All refunds are in Xact’s sole discretion.

 

License

You hereby grant to us the limited, nonexclusive right and license to use your submitted content (artwork, images, text and other content submitted in connection with your purchase) for the purpose of providing goods and services to you, including the right to reproduce, publish and publicly display as necessary to carry out and provide such goods and services. Any content you submit must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized hereunder by you.

 

Your Obligations Regarding Rights in Content

Any content you submit must be owned or controlled by you or you must have sufficient rights therein to submit the content and grant the rights granted under this agreement with respect to such content, such that your submission and our exercise of the rights granted under this agreement will not infringe upon or violate the rights or any third party. You will obtain and pay for any and all clearances or licenses required for the use of the content and any related metadata as intended by this agreement.

 

Monitoring of Your Content: Removal of Content from Website 

Xact does not control or have the right to control the content and does not have any obligation to monitor the content for any purpose. Xact may choose, in its sole discretion, to monitor, review or otherwise access some or all of the content, but by doing so Xact assumes no responsibility for the content, no obligation to modify or remove any inappropriate elements of the content, or to monitor, review or otherwise access any other author's content or artwork. 

Xact reserves the right to remove and not use or exploit any of the content in its sole and absolute discretion, for any reason or for no reason, including if Xact believes such content: (i) is offensive, harmful, pornographic, obscene, defamatory unlawful, indecent, inflammatory, false, misleading, fraudulent or otherwise objectionable; (ii) is the subject of a dispute between you or us and a third party; (iii) is content to which you cannot document your rights therein upon Xact’s request; (iv) violates or is alleged to violate the intellectual property rights, privacy rights or other rights or protected interests of a third party; (v) is the subject of a takedown notice by a party claiming to own the rights therein, or (vi) is the subject of any fraudulent activity, or for any other reason in Xact’s sole and absolute judgment is necessary to protect the business interests of Xact and any of its business partners. Our partners and retailers may reject content for any reason (including but not limited to racist or sexual content or infringing/offensive/prohibited images or content). Xact’s service has been rendered once we have produced and delivered the content, and if your content is rejected for any reason, Xact will have no liability to you, and Xact will not offer any refund or credit for any services.

 

Additional Representations and Warranties

You represent and warrant to Xact that:

• You represent and warrant that you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the content, and to use such individual's identifying or personal information (to the extent such information is used or contained in the content) as contemplated by this agreement. Furthermore, you represent that the exercise of such rights, licenses and permissions by us shall not violate or infringe the rights of any third party.
• You represent and warrant that the content does not plagiarize or pirate any other work or infringe upon or violate any copyright, trademark, trade secret or other proprietary right.
• You represent and warrant that the author content does not violate any right of privacy that is libelous or violate any personal right or other right of any kind of any person or entity.
• You represent and warrant that the author content does not violate state and federal laws or advocate illegal activities.
• You represent and warrant that the author content does not advocate hateful, discriminatory or racist views or actions toward others.

 

Limitation of Liability

IN NO EVENT WILL XACT BE LIABLE FOR DAMAGES OTHER THAN ACTUAL AND DIRECT DAMAGES PROVEN IN A COURT OF LAW. IN NO EVENT SHALL XACT’S LIABILITY EXCEED THE PRICE YOU PAID FOR THE PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF XACT AND ITS LICENSORS SHALL NOT EXCEED TEN DOLLARS ($10).

Without limiting the foregoing, you understand and acknowledge that Xact shall not be liable to you for:

1. Any indirect, incidental, consequential, punitive or exemplary losses which may be incurred by you arising out of your use of, or inability to use, the Site or the Services, including any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you; or
2. Any loss or damage which may be incurred by you as a result of: (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Site or the Services; (ii) any changes that Xact may make to the Site or Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services); (iii) the deletion of, corruption of, unauthorized access to, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Site or the Services; (iv) the use of any products or services obtained on or through the Site; or (v) any other matter relating to the Site, the Services, the Site Content, or the Comments.

The limitations on Xact’s liability to you in this section shall apply whether or not Xact has been advised of or should have been aware of the possibility of any such losses arising.

IF YOU ARE DISSATISFIED WITH THE SITE, THE SERVICES, OR THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND SERVICES.

 

Indemnification

You hereby indemnify, and hold us harmless from any and all damages, claims, liabilities, costs, losses and expenses (including, but not limited to, legal costs and attorneys' fees) (collectively, "claims") arising out of or connected with any claim, demand, or action which arises out of any breach or alleged breach or violation of any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, your representations and warranties regarding noninfringement of any copyrights or any other rights in and to any other forms of intellectual property. You will reimburse us, on demand, for any payment made by us at any time with respect to any damage, liability, cost, loss or expense to which the foregoing indemnity applies.

Under this section, we may permit or require you to control the defense, disposition or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by Xact or imposes any conditions or obligations on Xact other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to us. If we, in our reasonable and good faith judgment conclude that you are not capable of defending your or our interests against any claims, then we shall have the option to control the defense in any matter or litigation through counsel and location of our own choosing to defend against any such claim for which you owe Xact an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense.

 

Copyright and Intellectual Property Infringements

Notice and procedure for making claims of copyright or other intellectual property infringements. 

• Xact respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the site or the Xact service.
• If you believe that any productions or submissions made available on or through the site or the Xact service have been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the designated agent identified below. Your communication must include substantially the following:
  • A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
  • Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
  • Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit Xact to locate the material;
  • Information reasonably sufficient to permit Xact to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; 
  • A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You should consult with your own lawyer and/or see 17 U.S.C. 512 to confirm your obligations to provide a valid notice of claimed infringement.
  • Designated Agent Contact Information.
    • Via E-mail : copyright@xactlylife.com
    • Via U.S. Mail : Attn: Copyright, 99 E. C Street Suite 103, Upland, CA 91786
  • Counter Notification. If you receive a notification from Xact. that material made available by you through the Xact. service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Xact with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Xact’s designated agent and include substantially the following information:
    • A physical or electronic signature of the subscriber;
    • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
    • A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
    • The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Xact may be found, and that the subscriber will accept service of process from the person who provided notification or an agent of such person. A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
    • Copyright Act provides that: [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Xact relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

 

Links To Other Sites

The Site may contain links or references to other websites outside of our control. Links to other websites may use our Site logo or style as a result of a co-branding agreement. These websites may send cookies to you and may collect personally identifiable information about you and make use of that data in ways that this Site would not. Please be aware that Xact has no control over these websites and that these Terms of Use do not apply to any third party sites. Xact cannot be held responsible for those sites or external sources, or for any damage or losses deriving from the use of the content, or goods and services available on those sites or external sources. Xact encourages you to read the privacy policies and terms of use linked or referenced in the websites you enter.