Effective Date: 1^st of July 2020

 

Thank you for choosing XOX Cloud! These Terms of Service cover your usage and access to the service we offer, client software and websites. Under the Privacy Policy, you will find explanations on how we collect and use your information while the Acceptable Use Policy describes your responsibilities when using our Services. By using our Services, you are giving consent to be bound by our Terms, Privacy Policy, and Acceptable Use Policy.

Please read each of the details carefully. The details establish what you can expect from using our services, and your user responsibilities while using the service.

 

Your Permissions

We collect information to provide better services to you and all our users. Throughout your use of our Services, items like your files, content, messages, contacts, and so on (“Your Items”) are provided to us. These Terms do not give us any rights to Your Items except for the required rights that will enable us to offer the service.

Permission are required for us to host Your Items, share Your Items when given instruction to do so and backing up Your Items. This permission is also extended to our trusted third parties or partners we work with to provide you the service.

 

Your Data

All the data stored by you is the property of yourself. XOX Cloud claims no ownership and assumes no responsibility whatsoever over, in respect of any of your data.

 

XOX Cloud claims no liability for any loss of or damage to your data stored on the Cloud Server. XOX Cloud may provide a backup service for your data. XOX Cloud may agree to restore a backup of your data, a service fee will be imposed for restoring the backup data. You are solely responsible for maintaining adequate backups of your data.

 

 

Your Responsibility

Content in the Services may be protected by others’ intellectual property rights. Ensure that you do not copy, upload, download, or share content unless you have the right to do so.

XOX Cloud is not responsible for the content users post, share through the Services and may review your conduct and content for compliance with these Terms and our Acceptable Use Policy.

Never share your account credentials or give others access to your account. You may use our service only as permitted by applicable laws.

 

Your Content

XOX Cloud allows you to upload, submit, store, search, view, send and receive content via URL link the document to third party recipients. Document tagging is supported to allow for searching of desired documents stored. Your content remains yours.

 

XOX Cloud do not claim ownership in any of your content, including any text, data, information, and files that you upload, share, or store in your XOX Cloud account.

 

Confidential Information

XOX Cloud agrees to hold secret and your confidential information.

 

XOX Cloud undertakes and covenants with you that it will treat all information as confidential and will not use or divulge any such information other than for the purpose of performing its obligations under this Agreement.

 

XOX Cloud undertakes not to transfer, disclose, use, or share the personal data with any third party without Customer’s express consent

 

Your Obligations

Administrator may be able to: Activate or Disable access to End User Accounts. You are responsible for maintaining the confidentiality of passwords and Admin Accounts. XOX Cloud’s responsibilities do not extend to the internal management or administration of the Services for Customer.

 

You will prevent unauthorized use of the Services by its End Users and disable any unauthorized use of or access to the Services. You will promptly notify XOX Cloud of any unauthorized use of or access to the Services.

 

You will not: (a) sell, resell, or lease the Services; (b) reverse engineer the Services, or attempt or assist anyone else to do so;

 

 

Payment

Fees. You will pay XOX Cloud all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form, or in the applicable agreement between you and XOX Cloud. You authorize XOX Cloud, to charge you for all applicable Fees using XOX Cloud’s selected payment method. Fees are non-refundable.

 

Payment. You will pay XOX Cloud invoices on the payment terms as set forth in the XOX Cloud invoice. XOX Cloud may suspend or terminate the Services if Fees are past due for more than 7 days. You are required to provide complete and accurate billing and contact information to XOX Cloud.

 

Taxes. Fees are exclusive of taxes and you are responsible for all applicable government taxes. XOX Cloud, will charge taxes as required to do so by the government.

 

Suspension

We reserve the right to suspend your access to the Services with notice to you if:

 

i.                      you are breach of these Terms,

ii.                    your use of the Services would cause a real risk of harm or loss to us or other users,

iii.                  you use the Services in a manner that XOX Cloud reasonably believes will cause liability to XOX Cloud

 

If there is a Security Emergency, XOX Cloud may automatically suspend the use of the Services. XOX Cloud will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.

 

XOX Cloud may request you to suspend or disable the applicable End User account or activities. If you fail to promptly suspend or disable the End User account or activities, then XOX Cloud may terminate your use of XOX Cloud Services.

 

Termination

You are free to stop using our Services at any time. We reserve the right to terminate your access to the Services with notice to you if:

 

i.                      you are in material breach of these Terms and fails to cure that breach within thirty (30) days after receipt of written notice; or

ii.                    you become subject to insolvency proceedings and the proceedings are not dismissed within thirty (30) days.

XOX Cloud may terminate this Agreement and suspend your access to the Services if required to do so by law or for an egregious violation by you of the Acceptable Use Policy.

Effects of Termination. If the Agreement terminates:

(a) except as set forth in this Section, the rights and licenses granted by XOX Cloud to you will cease immediately;

(b) You may, prior to termination, request reasonable additional time to export its stored data, provided that XOX Cloud shall charge you for this extended access based on XOX Cloud's then-current standard fees; and

(c) XOX Cloud will delete any End User Accounts and stored data in your account at the end of a 30 days period following receipt of your request to do so prior to termination of the Services.

Survival. The following sections will survive expiration or termination of the Agreement: (Payment), (Effects of Termination), (Survival), (Indemnification), (Disclaimers), (Limitation of Liability).

 

 

Indemnification

You will indemnify, defend and hold harmless XOX Cloud from and against all liabilities, damages and costs (including settlement costs and attorneys’s fees) arising out of any claim against XOX Cloud and its Affiliate regarding: (a) Customer Data; or (b) use of the Services in violation of the Agreement.

 

Possible Infringement. If XOX Cloud believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights, then XOX Cloud may: (a) obtain the right for you, at XOX Cloud's expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If XOX Cloud does not believe the options described in this section are commercially reasonable, then XOX Cloud may suspend or terminate your use of the affected Services, with a pro-rata refund of prepaid fees for the Services.

 

General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defence, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defence with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE XOX CLOUD AND CUSTOMER'S (YOU) ONLY REMEDY UNDER THE AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

 

XOX Cloud Terms

Services Term. The commencement of the subscription is effective from the date stated in the order form. This Agreement will remain in effect until terminated by XOX Cloud or you, yourself.

 

Automatic Renewals. Unless otherwise specified on the Order Form, the subscription to the Services will be automatically renewed for an agreed renewal term, unless either Party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services term.

 

Modification

 

We may revise these Terms from time to time to better reflect:

(a) changes to the law,

(b) new regulatory requirements, or

(c) improvements or enhancements made to our Services.

If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update's effective date by sending an email to the email address associated with your account. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.

 

Disclaimers

The Services are provided "as is." except as expressly stated in the agreement, neither you nor XOX Cloud make any warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use, or non-infringement. You are responsible for using the Services in accordance with the terms set forth herein.

 

XOX Cloud do not warrant that the XOX Cloud Services will be uninterrupted, error free, completely secure, or that all defects will be corrected.

 

You acknowledge that XOX Cloud do not control or monitor the transfer of data over the Internet, and that Internet accessibility carries with it the risk that your privacy, confidential information and property may be lost or compromised.

 

Limitation of Liability

To the fullest extent permitted by law, except for XOX Cloud or your indemnification obligations, neither you nor XOX Cloud will be liable under the agreement for:

 

        I.            indirect, special, incidental, consequential, exemplary, or punitive damages, or

      II.            loss of use, data, business, revenues, or profits (in each case whether direct or indirect), even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose.

 

You may not assign or transfer the Agreement or any rights or obligations under the Agreement without the written consent of XOX Cloud, except that you may assign the Agreement to the surviving entity in connection with a merger, acquisition, or sale of all or substantially all of its shareholding by providing written notice to XOX Cloud. XOX Cloud may not assign the Agreement without providing notice to you, except XOX Cloud may assign the Agreement or any rights or obligations under the Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its share-holding without providing notice. Any other attempt to transfer or assign is void.

 

Data Migration

On or before end of service contract period, you may request for transfer of data out of XOX Cloud server. For fulfilment of such data transfer, XOX Cloud will impose a service fee at an agreed service fee. A quotation will be raised and approved by you before the data transfer will take place.

At the end of the contract period and if there is no extension of service contract between XOX Cloud and you, XOX Cloud will proceed to delete your data from XOX Cloud server. XOX Cloud will not be responsible for the permanent loss of your data and documents after the contract expiry period. A notice of the data deletion will be sent to you 30 days before the end of the service contract.