These Terms of Service, along with our Privacy Policy, Data
Processing Addendum (“DPA”) and any additional addendums
(“Additional Addendums”), constitute the agreement (“Agreement”)
established by and between XOPERO SOFTWARE S.A. with its
principal office in Gorzów Wielkopolski, Poland, address: ul.
Zbigniewa Herberta 3, 66-400 Gorzów Wielkopolski, Poland
(referred to as ”XOPERO”, “we” or “us” or “Company”) and any
person or entity registering to or using the Services supplied
by us (referred to as “Client” and “you”) collectively
“parties”, individually “party”.
Accepting this ToS is a condition of using the Services provided
by XOPERO.
BY COMPLETING THE REGISTRATION PROCESS, ACCESSING OR USING THE
SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU HAVE READ,
UNDERSTOOD AND ACCEPTED THIS ToS, (II) YOU HEREBY REPRESENT AND
WARRANT THAT YOU ARE AUTHORIZED TO ENTER OR ACT ON BEHALF OF THE
OWNER OF THE ACCOUNT, AND BIND TO THIS ToS AND IF YOU ARE THE
AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT
(III) THE INDIVIDUAL ACCEPTING THIS ToS IS DULY AUTHORIZED TO
ACCEPT THIS ToS ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY
AND (IV) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO
ENTER INTO THIS ToS AND PERFORM ITS OBLIGATIONS HEREUNDER.
This ToS is effective between you and XOPERO on the day of your
registration, access to or use of the Services (as further
defined below) or by executing an applicable Order Form (the
“Effective Date”).
Definitions
The following terms shall have the meaning specified below:
“Client’s Account”/”Account” means the account that the Client has
with the applicable Service;
“Client Content”/”Content” means all the content in the Client’s
Account that is made available by the applicable Service;
“Client Data”/”Data” means data, information (including but not
limited to Personal Data) and any material, content, phrases,
entries uploaded to or created in the Services or transmitted
through or stored in the Services by the Client or any End-User, or
otherwise made available, by or for Client to or through the
Services.
“End-User(s)” means any entity using the Services, including the
Client.
“Order Form” means any applicable ordering document between the
parties that specifies mutually agreed upon rates for certain
Services and other commercial terms. Each Order Form executed by the
parties is governed by this ToS and is subject thereto.
“Personal Data" means any information relating to an identified or
identifiable natural person under the Client’s Account, who can be
identified, directly or indirectly.
“Service(s)” any services or applications provided by XOPERO to the
Client (a) on a trial Services basis free of charge or (b) as paid
Services.
“Software” means the XOPERO software as made available on a software
as a service basis (SaaS), including back-up tools, dashboards,
End-User application, data analysis software, interfaces to third
party systems and all Software Updates that are made available from
time to time;
“Software Updates” means an update to the Software that includes new
product features that change the basic character or structure of the
Software or its functional use or operation;
“Website(s)” means any domain or application operated by XOPERO from
which the Services are available to Clients.
“Sub-Processor” means any person or entity (including any third
party who renders services to the Company), authorized as another
processor to have logical access to and process Personal Data in
order to provide parts of the Services.
“Subscription Fee” means the fees payable by the Client for the use
of the Services as set forth in the current offer provided by
XOPERO, especially on its Website. When in doubt, all offers
published by XOPERO and given prices should be understood as an
invitation to conclude a contract within the meaning of art. 71 of
the Polish Civil Code.
“Subscription Plan” means the subscription plan for Services
selected by the Client.
General Conditions
End-User’s access to the Internet is not the subject of the
cooperation and XOPERO does not guarantee the compatibility of
offered Services with any Internet providers’ software and
infrastructure. The End-User bears sole responsibility for the
functionality of its Internet network, including the
transmission paths and its own hardware and for the choice and
consequences of using other software.
Usage of the Services is subject to the then-current version of
the ToS posted on the Website.
XOPERO reserves the right to update the provisions of this ToS
at its sole discretion, and the updated Terms of Service version
supersedes all prior versions, as well as is effective and
binding immediately after posting on Website applicable for the
particular Service.
Modifications affecting termination of our operations or terms
of payment shall take place with prior explicit notice to the
Client at least thirty (30) days prior to the change
implementation and, if not clearly rejected within 7 (seven)
days of the notification, are deemed accepted and binding.
Therefore, we advise you to periodically review the latest
currently effective ToS.
Subject to Section 3.4 above, continued use of the Services on
or after the date of the updated version of this ToS is
effective and constitutes acceptance of such updated terms.
Scope of Services
The Services provide a back-up solution for Client’s Account,
subject to the terms of this ToS and Client’s Subscription Plan.
XOPERO may make Software Updates from time to time in its sole
discretion in order to improve the Software and enhance the
Client’s experience. Software Updates will not materially
diminish the functionality, security, or performance of the
Services.
Clients who have activated their Accounts as trial are entitled
to use the Service in order to familiarize themselves with the
rules of its operation during the trial period, the length of
which depends on the XOPERO current offer and may be subject to
change.
Any Client who has upgraded to a Subscription Plan after using
the trial period clearly confirms that the Service and/or
Software is suitable for them and meets their requirements.
Account and Access
Only an entity with full legal capacity may be a Client, that
is:
a natural person with full legal capacity,
an authorized body of the public sector,
a legal person,
an organizational unit without legal personality, the right of which
gives legal capacity,
a group of natural persons jointly operating as a civil partnership.
The Client being a natural person must be at least eighteen (18)
years of age to be able to register and access an Account. XOPERO
does not knowingly provide Services to any person under the age of
eighteen (18). In the event that it comes to XOPERO’s knowledge that
a person under the abovementioned age is accessing or using the
Services, with no liability whatsoever towards such person, we will
prohibit and block such Account without any prior notice and we will
make all efforts to promptly delete any data with regard to such
Account.
When creating an Account and during the term of the Subscription
Plan, the Client must provide and keep the Account information true,
accurate, current, and complete as requested to create and maintain
the Account.
In case when additional options covered by the scope of the Account
provide for the possibility of using the Service by a larger number
of people, the Client assumes responsibility for all actions of
those persons utilizing the Service through the Client's account.
Every Client is assigned credentials and/or license key for the
identification and authentication of End-Users in the Services
(except Services in which End-Users are not required).
The Client is solely responsible for the proper protection and
storage of assigned password and login (credentials), if assigned.
The Client and End-Users are responsible for maintaining the
confidentiality of all of the credential information for the
Client’s Account. In particular the Client undertakes that he will
not share these data with unauthorized persons.
The Client acknowledges that any factual or legal action, if done
through the Client’s Account and using authorized encryption key or
individual credentials (login and password) will be treated as doing
this by the Client in person or by persons authorized to make this
activity on behalf of and for the benefit of the Client.
The Client is responsible for compliance with the provisions of the
ToS by himself and all End-Users using the Account and for any and
all activities that occur under such Account. Without limiting the
foregoing, the Client is solely responsible for ensuring that the
use of the Services to store and transmit Client Data is compliant
with all applicable laws and regulations, as well as any and all
privacy policies and/or agreements.
The Client understands and has become familiar with the technical
requirements necessary to access and use the Services. The Client is
aware of risks and threats connected with electronic data
transmission.
The Client acknowledges that due to the provision of the Service
electronically and the public nature of the Internet, there is a
risk of unauthorized access and modification of the Client’s data,
that is why the Client is also obliged to use their own technical
means to minimize such threats.
The Client is solely responsible for creating the necessary
technical prerequisites for the contractual use of the Services.
XOPERO is not required to offer any advice on this subject.
Content
The Client exclusively owns and reserves all rights and title to
the Client Content. XOPERO is granted a limited, worldwide,
non-exclusive, revocable, non-sublicensable, and royalty-free
license to use, process, and transfer the Client Content solely
to the extent necessary for providing the Services as outlined
in this ToS. XOPERO shall not use Client Content for any other
purpose without the Client’s explicit consent.
The Client and/or End-User is fully responsible for the uploaded
content while using the Services. XOPERO does not undertake a
review of the content for completeness, accuracy, legality,
quality and suitability for any particular purpose.
It is forbidden to use the Service by the Client and/or any
End-User for the purpose of data storage of unlawful content.
The Client and/or any End-User is prohibited from any activities
in connection with the Services that violate law. In particular,
the following actions are prohibited:
the posting of content, services and/or products that are
pornographic in nature, violate child protection laws, data
protection laws and/or other law and/or are fraudulent
the use of content that insults or slanders other participants or
third parties;
the use, provision and distribution of content, services and/or
products that are protected by law or encumbered with third party
rights (e.g.: copyright) without explicit authorization;
dissemination of viruses, trojans and other harmful
files/components;
interference with the Services or otherwise negatively impacting any
aspect of the Services or any third-party networks that are linked
to the Services or disrupts the integrity or performance of the
Services and its components or endanger, interfere, compromise or
circumvent the privacy, use, and/or security of the Services;
hindering the functioning of the Services, especially in the form of
reverse engineering or hacking the Services, copying, translating,
disassembling or decompiling the Services, or otherwise modify the
Services in whole or in part, or create derivative works based
thereon or attempting to gain unauthorized access to the Services
(or any portion thereof), or related systems, networks, or data;
creating a false identity or any attempt to mislead others as to the
identity of the sender or the origin of any data or communications,
or mask the origin of any data, content, or other information you
submit. For example, by “spoofing,” “phishing,” manipulating headers
or other identifiers, impersonating anyone else, or accessing the
Services via another Client’s Account without their permission;
XOPERO reserves the right to refuse the uploading of content and/or
to edit, block or remove content already uploaded if it reasonably
believes that the content violates the law or this Terms of Service.
XOPERO will, where possible, notify the Client in advance of taking
such action, to allow the Client to take remedial actions
themselves.
XOPERO reserves the right to temporarily cease or limit the
provision of the Service without notice, in special cases affecting
the security of the system. XOPERO will resume the Service as soon
as it is safe to do so and will endeavor to notify the Client of
such events promptly.
Prices and Payments
A detailed regulation regarding the payment process and refunds
of payments is established in the Payment and Refund Policy,
constituting one of the Additional Addendums.
License (EULA)
Subject to the terms and conditions of this ToS and the
applicable Subscription Plan selected by the Client, including
the timely payment of the Subscription Fees, XOPERO grants the
Client a limited, non-exclusive, non-transferable and revocable
license to use the Services and/or Software. The license will
remain valid for the term of the Subscription Plan, unless
terminated earlier by either party in accordance with the
termination provisions set forth in the ToS.
The Client may install/use the Software in executable form only
on the number and type of devices that are specified in the
then-current documentation for the Clients account type as
described on the Website or as specified in other transaction
documentation provided by XOPERO or an authorized reseller.
Except for the license granted in this ToS, XOPERO and its
licensers retain all rights to the Software and/or Services, and
no implied licenses are granted to the Client.
The Client specifically agrees that he will not, nor will he
permit another person to:
sublicense, lease, rent, loan, transfer, or distribute any portion
of the Services and Software, except as expressly permitted herein;
modify, adapt, translate, or create derivative works from the
Services and Software;
decompile, reverse engineer, disassemble, or otherwise attempt to
derive source code from the Services and Software; or
remove, obscure, or alter any trademark, copyright, or other
proprietary rights notices displayed in the Services and Software or
on the Websites.
The Software the End-User has installed may periodically check with
XOPERO for updates, and you agree that the Software may
automatically download and install such updates on your devices.
During such check, the Software may verify the authenticity and
validity of the license key assigned to the Client. If any
inconsistencies are found, XOPERO reserves the right to immediately
suspend the Services to the Client until the issue is resolved.
The Services and/or Software are the property of XOPERO and/or its
software suppliers and are protected by international copyright
laws. Any attempt of reverse engineering, disassembly, or
de-compilation of programs, unless it is explicitly permitted, is
prohibited by law.
The Client acknowledges that certain third-party code may be
provided with the Software and that the license terms accompanying
that code will govern its use.
Redistribution of the Services and Software, unless explicitly
granted by XOPERO, is strictly prohibited.
Term and Termination
Unless otherwise provided, this ToS commences as of the
Effective Date according to Section 1.4.
This ToS shall run for the period of time specified under the
Subscription Plan purchased by the Client, which may be
specified or indefinite. If the duration is not specified in the
Subscription Plan, the Service is considered to be purchased for
1 month period.
The termination of this ToS may occur in the following
circumstances:
the expiry of the time for which the Service was purchased, in a
situation where the Client has not decided to extend it;
XOPERO may terminate these Terms and Conditions with respect to the
Client with immediate effect by giving written or digital notice to
the Client in the following circumstances:
uses the Service in a manner inconsistent with this Terms of
Service,
uses the Service to store unlawful content, violating the
absolute prohibition set out in the Terms of Service,
violates generally accepted network security standards by
failing to adequately and justifiably protect devices from
external attacks.
the Client may terminate these Terms and Conditions with respect to
XOPERO with immediate effect by giving written or digital notice to
XOPERO in the event XOPERO fails to provide the Services as
stipulated under this ToS.
XOPERO has the right to stop providing the Service to Clients using
the trial Account at any time without giving a reason.
If applicable, when any Client Content is stored by XOPERO – after
this ToS is terminated for any reason, any remaining Client’s
Content will be stored by XOPERO for a period of thirty (30) days
after the effective date of termination, and thereafter will be
deleted by XOPERO.
Sections 2 (Definitions), 8 (License (EULA)), 10 (Confidentiality),
12-14 (Warranties, Liability, Indemnification), 16 (Governing Law)
and 17 (Final Provisions) of this ToS shall survive termination of
this ToS, and shall continue in full force and effect thereafter.
Confidentiality
XOPERO warranties and ensures that all Confidential Information
(as further defined below) shared with XOPERO are kept
confidential, safeguarded and stored to a upper market standard.
As used herein, “Confidential Information” means all
confidential information of a party (“Disclosing Party”)
disclosed to the other party (“Receiving Party”), that is
designated in writing as confidential as well as all legal
documents connected to the Services, Software and the Agreement,
also the functionality of the Software, including but not
limited to the pricing and purchase terms.
The Receiving Party agrees to keep confidential all Confidential
Information disclosed to it by the Disclosing Party, and to
protect the confidentiality thereof in the same manner as it
protects the confidentiality of similar information and data of
its own (at all times exercising at least a reasonable degree of
care in the protection of Confidential Information).
Confidential Information shall not include information which:
(a) is known publicly; (b) is generally known in the industry
before disclosure; (c) has become known publicly, without fault
of the Receiving Party, subsequent to disclosure by the
Disclosing Party; (d) has been otherwise lawfully known or
received by the Receiving Party or (e) was disclosed by
Disclosing Party to a third party on a non-confidential basis.
This provision will not be construed to prohibit the disclosure
of Confidential Information if such disclosure is required by
law or order of the court or other governmental authority. The
parties agree to give the other party prompt notice of the
receipt of any subpoena or other similar request or order for
such disclosure so that the Disclosing Party has the opportunity
to seek a protective order to prevent the disclosure of its
information and Receiving Party shall comply with any such
protective order.
XOPERO will not disclose or provide access to the Software and
Services or any part thereof to anyone for any purpose except as
contemplated by this ToS. XOPERO agrees that it will maintain
Client’s Confidential Information in confidence, prevent its
disclosure, and protect it from unauthorized use with at least
the same degree of care that it uses to protect its own most
critical proprietary information, but in no event less than a
reasonable amount of care.
Privacy and Data Protection
As a condition of using the Services, the End-User is solely
responsible for: (a) the processing of Personal Data (including
but not limited to its transfer) in accordance with the
applicable law, including for obtaining applicable consents or
having another basis for Personal Data processing, (b) obtaining
all consents and authorizations as may be required by any
applicable law, for the collection, storage, processing and
transferring of Personal Data by XOPERO and its Sub-Processors
according to End-User’s instructions, (c) for the accuracy,
quality, and legality of Personal Data and the means by which
End-User acquired them and d) End-User’s instructions for the
Processing of Personal Data shall comply with applicable data
protection law.
In addition, the Client shall (a) as required by applicable law,
provide notice to its End-Users, as well as obtain their consent
(if required) or have other legal bases for processing and
transferring personal data to XOPERO and its Sub-Processors.
Processing of Personal Data by XOPERO or its Sub-Processors
through the Services on behalf of the Client pursuant to, or in
connection with this ToS is executed by DPA.
The Client can choose from which region the services are
provided to them: USA or Europe. If Europe is selected, all
services are provided using the European infrastructure only.
For the purpose of providing Services, the ongoing operation
thereof, and/or for security or legal purposes, you acknowledge
and agree that we (i) collect, process, store all data when you
connect to, access and/or use Services and (ii) access your
Account(s) and Client Data during the subscription. You
acknowledge and agree that, as part of the provision of the
Services, we engage Sub-Processors in the European Economic
Area, the United States, and other countries and territories to
process Client Data, including, without limitation, Personal
Data pursuant to the ToS. Any third-party service providers
utilized by XOPERO will only be given access to your Account(s)
and Client Data as is reasonably necessary to provide the
Services and will be subject to (a) confidentiality obligations
that are commercially reasonable and substantially consistent
with the Company standards, and (b) contractual arrangement with
XOPERO binding Sub-Processor(s) to provide a not less protective
level of data protection than that applicable to the Company.
The names of all current Sub-Processors having access to
End-Users data under the ToS are published on the Websites.
XOPERO respects your privacy and is committed to protecting the
information you share with us. XOPERO will never sell, rent, or
lease your data to any third party. We will not share your
Client Data with third parties, except as permitted by the ToS
and in order to provide, secure, and support the Services or as
required by the provisions of applicable law.
Our policy and practices and the type of information collected
are further described in our Data Protection Policy which is one
of the Additional Addendums.
Any observation or breach of data protection may be reported via
e-mail to our Data Protection Officer (“DPO”).
Warranties
We represent and warrant to the Client that (i) during the term
of the ToS XOPERO will perform its operations in a manner to
ensure accessibility and continuity of offered Services in
accordance with their use and purpose and (ii) any support
performed by or on behalf of XOPERO under the ToS, if any, will
be performed in a professional manner.
Maintenance work or breakdowns for which XOPERO is not
responsible are not included in the calculation of availability
of the Service.
The Client acknowledges and agrees that Services or any portion
of it and any Software accessed by the Client, including through
the Websites is (i) provided on an “as is” and “as available”
basis and may change over time at sole discretion of XOPERO and
(ii) without any warranties of any kind whether express or
implied, including, without limitation, any implied warranties
of merchantability, fitness for a particular purpose, title or
arising by a course of dealing or usage of trade. In particular,
due to the complexity of long-distance data transmission, there
is no possibility to ensure absolute accuracy, security,
accessibility, integrity and continuity of the provided
Services. For this reason, to the maximum extent permitted by
applicable law, XOPERO does not make or give any further
representation or warranty that our Services or any portion of
it will always be available, accessible or uninterrupted,
timely, secure, error-free or free from viruses or other
malicious software, that any error, bug or problem be resolved
or that they will meet the Client’s requirements and no
information or advice obtained by you from us or through the
Services shall create any warranty not expressly stated in the
ToS.
XOPERO represents and warrants that to XOPERO’s knowledge: (i)
the Services and/or Software does not infringe any patent,
copyright or trademark or violate the trade secret or other
proprietary rights of any third party; (ii) XOPERO owns or has
exclusive or non-exclusive rights in all patents, copyrights,
trademarks, trade secrets and other proprietary rights in and to
the Services and/or Software necessary to grant the licenses
herein; and (iii) XOPERO possesses the legal right and authority
to execute and perform this ToS.
Disclaimer: Except as set forth in this ToS, there are no other
warranties or conditions of any kind, including without
limitation, the warranties that the Services and/or Software is
free of defects, of merchantable quality or fit for a particular
purpose. This disclaimer of warranty constitutes an essential
part of this ToS.
Liability
To the maximum extent permitted by applicable law, in no event
will XOPERO, its agents and affiliates or its suppliers,
licensors, or resellers be liable for any indirect, special or
incidental damages arising out of the use of or inability to use
the Services and/or Software, including, without limitation,
damages for loss of goodwill, computer failure or malfunction,
damage to data or Client’s systems, cost of procuring
replacement products, loss of profit, business interruption or
any and all other commercial or economic damages or losses, even
if advised of the possibility thereof, and regardless of the
legal or equitable theory (contract, tort (including negligence)
or otherwise) on which the claim is based.
XOPERO’s cumulative liability to the Client or any other party
for damages for any cause whatsoever will be limited to no more
than the Subscription Fees paid by the Client under the provided
Service in the twelve (12) month period prior to the event
giving rise to liability. The foregoing limitation will not
limit the Client’s payment obligations under the Subscription
Plan. The limit of XOPERO's liability set out above shall not
apply in the event of circumstances of a breach of applicable
laws by XOPERO, breach of confidentiality (Section 10) or
willful misconduct.
XOPERO shall not be liable for:
the lack of access to the Services resulting from incorrect
registration of the Client and/or End-User;
the loss or distribution of backups covered by the Service, if their
loss or dissemination occurred in connection with the transfer or
loss of access data by the Client and/or End-User;
any events and damages resulting from:
End-User’s failure to comply with the technical requirements
necessary to use the Services;
the lack of access to the Services, resulting from reasons beyond
XOPERO;
force majeure, hostilities, terrorist attack, fire, epidemics,
burning or flooding server room, hacking attack, reasons
attributable to Internet providers, Client’s hardware or software
failures, server room failures,
reasons attributable to third parties (entities providing
telecommunications, hosting, banking, postal, courier, electronic
mail, registration and maintenance of domains and other similar
services, and an entity operating the payment system);
unauthorized use of the Service by the Client, End-User or another
person;
malicious or infringing action by any Internet user;
reject e-mails sent by e-mail servers other than the XOPERO’s, eg
due to filters, blockages or system failures.
In addition, XOPERO shall not be responsible for marking his e-mails
or Client’s e-mails as spam by the e-mail service provider used by
the Client.
XOPERO has the right to technical break in the functioning of the
Service. XOPERO shall notify Clients about this break by means of an
earlier announcement on the Website at least seven (7) days in
advance, unless the necessity of this break is sudden or unforeseen.
XOPERO acting under force majeure circumstances shall have the right
to temporarily limit the function of the Service, make it available
at selected times or limit the quantity, if the lack of limits could
negatively affect the continuity and stability of the Service.
XOPERO shall not be liable for the consequences of events resulting
from a technical break or a temporary limitation of the Service
function.
XOPERO’s liability for damages caused by negligence is limited to
those damages such as are typically associated and foreseeable with
contractual relationships of this kind (contract-typical,
foreseeable damages). This also applies to negligent breaches of
duty by the legal representatives, executives or vicarious agents of
XOPERO.
Force Majeure: Neither party shall be liable for any delay or
failure in performance due to such acts of God, earthquake, labor
disputes, strikes, shortages of supplies, riots, war, fire,
epidemics, or transportation difficulties, to the extent not in
control of such party. The obligations and rights of the excused
party shall be extended on a week to week basis, provided, however,
that a delay of thirty (30) days shall entitle the other party to
terminate the Subscription Plan without liability.
Indemnification
The Client hereby agrees to defend, indemnify, and hold XOPERO,
its suppliers, resellers, partners, and their respective
affiliates harmless from and against any claims, liabilities,
damages, losses and expenses, including reasonable attorney fees
and costs, for whatever reason, especially in connection with:
the wrong use of the Services and/or Software;
violation of this ToS,
violation of any third party right, including any intellectual
property right; or
any claim that use of the Client’s data caused damage to a third
party,
transmitting any material that is unlawful, or that contains viruses
or other harmful computer code or files such as trojan horses, worms
or similar.
Client’s cumulative liability to XOPERO or any other party for
damages for any cause whatsoever will be limited to no more than the
Subscription Fees paid by the Client under the provided Service in
the twelve (12) month period prior to the event giving rise to
liability. The limit of Client’s liability set out above shall not
apply in the event of circumstances of a breach of applicable laws
by the Client, breach of confidentiality (Section 10) or willful
misconduct.
Complaints
The Client may submit complaints related to the occurrence of
any irregularities in the functioning of the Services or
irregularities in the provision of the Services via e-mail to
the address: office@xopero.com.
Complaints should contain at least the identifying information
of the Client, the subject of the complaint and justification
for submitting the complaint. Complaints that do not contain the
above data can be not considered.
The complaint may be filed within one (1) month from the date on
which the Service was improperly performed or was to be
performed. Complaints filed after the expiry of this period are
left without consideration.
In the event of technical problems reported by the Client, the
XOPERO shall immediately take up the repair work. XOPERO will
maintain communication regarding the expected timeline for
resolution.
Under this section, XOPERO shall, at its sole discretion, repair
or re-perform the Service, or remove such an affected part of
the Services. THESE REMEDIES SHALL BE THE CLIENT’S SOLE AND
EXCLUSIVE REMEDY AND XOPERO’S ENTIRE LIABILITY FOR ANY BREACH OF
THE LIMITED WARRANTY SET FORTH IN THIS ToS.
GOVERNING LAW
This ToS and all matters relating to or arising from it will be
governed and enforced by and construed in accordance with the
substantive laws of Republic of Poland and the Parties hereto
hereby submit to the jurisdiction of the courts of Poland.
This ToS will not be governed by the United Nations Convention
on Contracts for the International Sale of Goods, the
application of which is expressly excluded.
FINAL PROVISIONS
All notifications provided in this ToS are considered delivered,
if they are sent to the e-mail address or the correspondence
address of the Client given in the registration procedure or as
part of the Client’s update of these data through the Account.
Severability. If any provision in this ToS should be held
illegal or unenforceable by a court having jurisdiction, such
provision shall be modified to the extent necessary to render it
enforceable without losing its intent or severed from this ToS
if no such modification is possible, and other provisions of
this ToS shall remain in full force and effect.
Assignment: Neither Party may assign its rights and obligations
under these ToS without the prior written consent of the other
Party. This ToS shall be binding on and shall inure to the
benefit of the Parties, their successors and permitted assigns.
A waiver by either party of any term or condition of this ToS or
any breach thereof, in any one instance, shall not waive such
term or condition or any subsequent breach thereof.
The headings to the sections of this ToS are used for
convenience only and shall have no substantive meaning.
Compliance. In performing under this ToS, the parties shall
comply with all applicable laws and regulations of any federal,
state, provincial or local government entity.
Pursuant to Regulation (EU) No 524/2013 of the European
Parliament and of the Council of May 21, 2013, we inform you
that at ec.europa.eu/consumers/odr an online platform for
dispute resolution is available between consumers and
entrepreneurs at EU level. This platform is a website with a
one-stop shop for consumers and entrepreneurs seeking a
non-judicial resolution of a dispute regarding contractual
obligations arising from an online sales contract or a service
contract.
