XGenesis, Inc. (XGen Ai) Terms of Service

Last Updated December, 2021

Welcome to the Site (the “Site”) and XGen Ai Services (as defined below).  By accessing the Site, signing up for a XGen Ai Account (as defined in Section 1) or by using any XGen Ai Services, you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us” and “XGen Ai” means XGenesis Inc., a Delaware Corporation located at 136 Madison Avenue, Manhattan, NY, 10016

The services offered by XGen Ai under the Terms of Service include various products and services to help you sell goods and services to buyers. Any such services offered by XGen Ai, including without limitation the Site, are referred to in these Terms of Service as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at  https://xgen.ai/legal/terms-of-service . XGen Ai reserves the right to update and change the Terms of Service by posting updates and changes to the Site. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you, and if you do not accept such amendments, you must cease using the Services.  In the event that the updates or changes to these Terms of Service materially alter your rights or obligations hereunder we will make reasonable efforts to notify you of the change.  For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the Site or the Service for the first time after such material changes are made.  All amended Terms of Service automatically take effect 5 days after they are made available through the Site or the Service, except that (i) disputes between you and us will be governed by the version of the Terms of Service that was in effect on the date the dispute arose and (ii) if you do not agree with any changes to the Terms of Service, you may terminate these Terms of Service by ceasing use of the Service and the Site.  Your continued use of the Service and the Site after revised Terms of Service have become effective indicates that you have read, understood and agreed to the current version of the Terms of Service.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service before you may sign up for a XGen Ai Account or use any XGen Ai Service.

  1. Account Terms

    1. General

      1. To access and use the Services, you must register for a XGen Ai account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. XGen Ai may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
      2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account or use the Site.
      3. You confirm that you are receiving any Services provided by XGen Ai for the purposes of carrying on a business activity and not for any personal, household or family purpose.
      4. You acknowledge that XGen Ai will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.
      5. You are responsible for keeping your password secure. XGen Ai cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
      6. This Site uses cookies. By using this Site and agreeing to these Terms of Service, you consent to our use of cookies in accordance with the terms of the Site Privacy Policy.
      7. A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of XGen Ai may result in an immediate termination of your Services.
      8. The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of Florida.  You acknowledge that in the case of any dispute you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Florida in Pinellas County with respect to any dispute or claim arising out of or in connection with the Terms of Service.
    2. Software Administrator

      1. Subject to section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Software Administrator”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Software Administrator in connection with the Service.
      2. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
    3. Staff Accounts

      1. Based on your XGen Ai pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Software Administrator can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information.
      2. The Software Administrator is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Software Administrator’s own acts, omissions or defaults.
      3. The Software Administrator and the users under Staff Accounts are each referred to as a “XGen Ai User”.
  2. Materials

    1. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
    2. Materials are not controlled by XGen Ai. XGen Ai makes no representations that your Materials will remain available via the Service in any way and may remove your Materials in its sole discretion. YOU UNDERSTAND THAT ANY MATERIALS THAT YOU POST FOR VIEWING ON THE SERVICE IS MADE PUBLICLY AVAILABLE TO USERS OF THE SERVICE, AND XGEN AI DOES NOT GUARANTEE ANY CONFIDENTIALITY WITH RESPECT TO ANY SUCH MATERIALS, NOR DOES IT GUARANTEE THAT YOUR INTELLECTUAL OR PROPRIETARY RIGHTS IN SUCH MATERIALS WILL NOT BE INFRINGED OR MISAPPROPRIATED.
    3. By submitting Materials to XGen Ai, you hereby grant XGen Ai and its and its successors, transferees, sublicensees and their respective affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, transferable license, with the right to grant and authorize sublicenses, to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, perform, and otherwise exploit your Materials in connection with the Service. You grant XGen Ai and its affiliates, transferees and sublicensees (and their respective affiliates) the right to use the name that you submit in connection with such Materials if they choose. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your Materials. You also hereby grant to each user of the Service a non-exclusive license to access your Materials through the Service, and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such Materials as permitted by the functionality of the Service and these Terms of Service. The above licenses granted by you in Materials you submit to the Service shall be perpetual and irrevocable, except that with respect to any Materials that you have removed or deleted while maintaining your Account, or any Materials following any deactivation or deletion of your Account, you may specifically notify XGen Ai regarding the termination of the foregoing license from you to XGen Ai, specifically identifying the item(s) of Materials to which such termination applies, in which case the foregoing license will terminate within a commercially reasonable time after you provide such notice to XGen Ai. You understand and agree, however, that even following such termination, XGen Ai may retain, but not display or perform, server copies of such Materials.  Notwithstanding anything to the contrary herein, the above licenses granted by you in user comments you submit are perpetual and irrevocable.
    4. You shall be solely responsible for your own Materials and the consequences of posting such Materials. In connection with Materials, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize XGen Ai to use, all patent, trademark, copyright, or other proprietary rights in and to any and all Materials to enable inclusion and use of Materials in the manner contemplated by XGen Ai and these Terms of Service, and to grant the rights and license set forth in this Section, and (ii) your Materials, XGen Ai’s use of such Materials pursuant to these Terms of Service, and XGen Ai’s exercise of the license rights set forth in this Section, do not and will not: (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (C) violate any applicable law or regulation.
    5. Except as otherwise permitted by these Terms of Service, in connection with your Materials, you further agree that you will not publish, post, submit, transmit through or otherwise make available to the Service : (i) any falsehoods or misrepresentations that could damage XGen Ai or any third party; (iii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iv) advertisements or solicitations of business, products, or services; or (v) any material that would be harmful to minors in any manner.
    6. With the exception of the limited license granted above, we do not obtain or control any rights in, and do not exert editorial control over, Materials. Nothing herein obligates us to verify, and we have not necessarily verified, the representations and warranties made by Users with respect to such Materials.
    7. You understand that when using the Service you may be exposed to Materials, advertising and other third party content (together, the “Contributed Content”) from a variety of sources, and that you may be exposed to Contributed Content that is inaccurate, offensive, indecent, or otherwise objectionable. XGen Ai does not endorse any Contributed Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will XGen Ai be liable in any way for or in connection with the Contributed Content, including, but not limited to, for any inaccuracies, errors or omissions in any Contributed Content, any intellectual property infringement with regard to any Contributed Content, or for any loss or damage of any kind incurred as a result of the use of any Non- XGen Ai Content posted, emailed or otherwise displayed or transmitted through the Service.
    8. You understand that you, and not XGen Ai, are entirely responsible for all Materials that you upload, post, e-mail, transmit or otherwise make available through the Service. XGen Ai does not control Contributed Content posted by Users or otherwise made available by other persons or entities and does not have any obligation to monitor such Contributed Content for any purpose. If at any time XGen Ai chooses, in its sole discretion, to monitor the Contributed Content, XGen Ai nonetheless assumes no responsibility for the Contributed Content, no obligation to modify or remove any inappropriate Contributed Content, and no responsibility for the conduct of the User or other person or entity submitting any such Contributed Content. You agree that you must evaluate, and bear all risks associated with the use of any Materials or other Contributed Content, including any reliance on the accuracy, completeness, usefulness, or legality of such Materials or other Contributed Content.
    9. XGen Ai and its designees shall have the right (but not the obligation) in their sole discretion to refuse to post or remove any Contributed Content that is available on the Service in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
  3. General Conditions

    You must read, agree with and accept all of the terms and conditions contained in these Terms of Service before you may become a XGen Ai User

    1. Technical support in respect of the Services is only provided to XGen Ai Users.
    2. You may not use the XGen Ai Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the State of Florida. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.
    3. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by XGen Ai.
    4. You must not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
    5. You must not use the Service to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
    6. XGen Ai provides its Site users with useful information regarding the XGen Ai offering, as well as marketing, informational and educational materials. XGen Ai retains any and all intellectual property in all materials posted on the Site, whether they are available for public consumption under these Terms of Service or not. Your use of the Site shall not grant you any intellectual property or other rights in the Site materials.
    7. Your use of the documents, graphics and other data provided on the Site is limited to viewing, downloading, printing and copying, insofar as your use is limited solely to personal, informational, or non-commercial purposes and you do not modify or alter the Site content in any way.
    8. Except where your use constitutes “fair use” under copyright law, you may not otherwise use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any information from this Site in whole or in part without the express authorization of an officer of XGen Ai.
    9. Questions about the Terms of Service should be sent to XGen Ai Support.
    10. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
    11. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and XGen Ai’s Terms of Service available in another language, the most current English version of the Terms of Service at  https://xgen.ai/legal/terms-of-service  will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by XGen Ai (acting in its sole discretion) or as required by applicable law.
    12. All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. XGen Ai shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without XGen Ai’s prior written consent, to be given or withheld in XGen Ai’s sole discretion.
    13. If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
    14. Sections 1.1, 2, 3(3), (4) (9), (10) and (13)), 5-9, 12, and 13-17 will survive the termination or expiration of these Terms of Service.

  4. XGen Ai Rights

    1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
    2. We reserve the right to refuse service to anyone for any reason at any time.
    3. We may, but have no obligation to suspend or terminate Accounts if we determine in our sole discretion that the use of the Accounts violate these Terms of Service.
    4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any XGen Ai customer, XGen Ai employee, member, or officer will result in immediate Account termination.
    5. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment.
    6. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.
    7. XGen Ai retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful enterprise owner. If we are unable to reasonably determine the rightful enterprise owner, without prejudice to our other rights and remedies, XGen Ai reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

  5. Confidentiality

    1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. XGen Ai’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
    2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
  6. Limitation of Liability

    1. You expressly understand and agree that, to the extent permitted by applicable laws, XGen Ai shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
    2. To the extent permitted by applicable laws, in no event shall XGen Ai or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, XGen Ai partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.
    3. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
    4. XGen Ai does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
    5. XGen Ai does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
    6. XGen Ai does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
  7. Waiver, Severability, and Complete Agreement

    The failure of XGen Ai to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall remain in full force and effect.

    The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and XGen Ai and govern your use of the Services and your Account, superseding any prior agreements between you and XGen Ai (including, but not limited to, any prior versions of the Terms of Service).

  8. Payment of Fees

    1. You will pay the Fees applicable to your subscription to the XGen Ai Service and any other applicable fees, including but not limited to fees relating to paid trial periods, onboarding services or other professional services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
    2. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. XGen Ai will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and XGen Ai will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
    3. Subscription Fees are paid in advance and will be billed in accordance with the terms of your contract with XGen Ai. Additional Fees will be charged from time to time based on the services used as provided for in your contract with XGen Ai. Fees will appear on an invoice, which will be sent to the Software Administrator via the email provided. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
    4. If the outstanding Fees remain unpaid for 60 days following the date of suspension, XGen Ai reserves the right to terminate your Account.
    5. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
    6. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of XGen Ai’s products and services. To the extent that XGen Ai charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to XGen Ai of your exemption. If you are not charged Taxes by XGen Ai, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
    7. For the avoidance of doubt, all sums payable by you to XGen Ai under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by XGen Ai to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. XGen Ai shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
    8. You must maintain an accurate location in the administration menu of your XGen Ai Account. If you change jurisdictions you must promptly update your location in the administration menu.
    9. XGen Ai does not provide refunds.
  9. Cancellation and Termination

    1. You may cancel your Account and terminate the Terms of Service at any time by contacting XGen Ai Support and then following the specific instructions indicated to you in XGen Ai’s response in accordance with the terms regarding cancellation in your contract with XGen Ai.
    2. Upon termination of the Services by either party for any reason:
      1. XGen Ai will cease providing you with the Services and you will no longer be able to access your Account;
      2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
      3. any outstanding balance owed to XGen Ai for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
    3. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
    4. We reserve the right to modify or terminate the XGen Ai Service, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
    5. Fraud: Without limiting any other remedies, XGen Ai may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
  10. Modifications to the Service and Prices

    1. Prices for using the Services are subject to change upon contract renewal with 30 days’ notice from XGen Ai.
    2. XGen Ai reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).
    3. XGen Ai shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
  11. Beta Services

    From time to time, XGen Ai may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which XGen Ai will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered XGen Ai Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without XGen Ai’s prior written consent. XGen Ai makes no representations or warranties that the Beta Services will function. XGen Ai may discontinue the Beta Services at any time in its sole discretion. XGen Ai will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. XGen Ai may change or not release a final or commercial version of a Beta Service in our sole discretion.

  12. Feedback and Reviews

    XGen Ai welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to XGen Ai be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to XGen Ai (whether submitted directly to XGen Ai or posted on any XGen Ai hosted forum or page), you waive any and all rights in the Feedback and that XGen Ai is free to implement and use the Feedback if desired, as provided by you or as modified by XGen Ai, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to XGen Ai must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. XGen Ai reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

  13. Rights of Third Parties

    Save for XGen Ai and its affiliates, XGen Ai Users or anyone accessing XGen Ai Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.

  14. Forward Looking Statement Disclaimer.

    The Site may contain, from time to time, forward-looking statements involving risks and uncertainties, including expectations regarding future performance, operating results, business strategies, plans, intentions, financial goals, objectives of management and product development efforts. Words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “seeks” and similar expressions that may be used on the Site are intended to identify forward-looking statements that are subject to various known and unknown risks and uncertainties beyond the XGen Ai’s reasonable control. Such risks and uncertainties include, but are not limited to, those arising from research and development, clinical trials, regulatory approvals, third-party reimbursement, reliance on third-party manufacturers and suppliers, commercialization, competition, intellectual property, product liability and adequate financing. The XGen Ai’s actual results, plans and/or intentions may differ materially from those in the forward-looking statements.  No representation is made as to the accuracy of such statements, assumptions, estimates, projections, and intentions.   Furthermore, we are under no duty to update any of the forward-looking statements after the date such information is posted and specifically disclaim any obligation to do so. In addition, prospective investors should not rely on the information on the Site, but only such information delivered to the prospective investor to the extent set forth therein (i.e. investor prospectus or private placement memorandum). THE INFORMATION ON THE SITE IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY INTEREST IN XGEN AI.

  15. Copyright Notice and Limited License

    Everything you see and hear on the Site (the “Content”), including, for example, all of the text, directories, photographs, illustrations, graphics, audio clips, video clips, and audio-video clips, is copyrighted under United States law and applicable international copyright laws and treaty provisions. The copyrights for the Content are owned by XGen Ai or by one of its affiliates, or by third parties who have licensed their materials to XGen Ai. The entire Content of this website is copyrighted as a collective work under United States law and applicable international copyright laws and treaties. XGen Ai owns the copyright in the selection, coordination, arrangement and enhancement of the Content. You may download, store, print, and copy selected portions of the Content of the Site, provided you:

    1. Only use the Content you download for your personal, noncommercial use or to further your business dealings with XGen Ai
    2. Do not publish or post any part of the Content on any other Internet site without obtaining the prior written consent of XGen Ai
    3. Do not publish or broadcast any part of the Content in or on any other media without obtaining the prior written consent of XGen Ai
    4. Do not modify or alter the Content in any way or delete or modify any copyright or trademark notices or notices of confidentiality
    5. No right, title or interest in the downloaded Content is transferred to you when you download Content from the Site. XGen Ai reserves all intellectual property rights in any Content you download from the Site. Except as expressly stated above, you may not copy, download, print, publish, display, perform, distribute, transmit, transfer, translate, modify, add to, update, compile, abridge or in any other way transform or adapt all or any part of the Content without first obtaining written permission from XGen Ai.
  16. Digital Millennium Copyright Act Compliance.

    XGen Ai respects the intellectual property rights of others and does not permit copyright infringing activities on the Site.  If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Site infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):

    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works at the Site;
    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit XGen Ai to locate the material;
    4. Information reasonably sufficient to permit XGen Ai to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
    5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  

    The XGen Ai Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Copyright Agent at 136 Madison Avenue, Manhattan, NY, 10016 or by email at legal@xgen.ai . For clarity, only DMCA notices should go to the XGen Ai Designated Copyright Agent.  Any other feedback, comments, requests for technical support or other communications should be directed to XGen Ai customer service through{” “} customersupport@xgen.ai .  You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.  

  17. Trademark Notice

    All of the trademarks, service marks and logos displayed on the Site (the “Trademark(s)”) are registered and unregistered trademarks of XGen Ai , one of its affiliates, or third parties who have licensed their Trademarks to XGen Ai or one of its affiliates. Except as expressly stated in these terms and conditions, you may not reproduce, display or otherwise use any Trademark without first obtaining written permission from XGen Ai.