XSCode International Ltd.

Acceptance of Terms

These Terms of Service (“Terms”) you are reading are a legally binding agreement between XSCode International Ltd. (“XSCode”) and users of XSCode’s platform (each a “User” or “you”). Further, these Terms should be read in conjunction with XSCode’s Privacy Policy which constitute an integral part of these Terms. By accessing or using XSCode’s platform (accessing/using the “Services”) you agree that you have read, understood, accept and agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services, as the use of which is subject to the provisions of these Terms.

You may not use the Services and may not accept these Terms if you are a person barred from receiving the Services under the laws of the country in which you are resident or from which you use the Services, including if you are under the age legally permitted for using the Services.

Description of Service

There are two types of Users: on the one hand – an individual/entity/or group of people/entities who hold a valid legal right to license source code under terms of their choice (“Licensor(s)”); on the other hand an individual/entity/or group of people/entities who would like to obtain such license for such source code (“Licensees”).

XSCode platform (the “Platform”) gives Users who are Licensors the ability to so license, for fee, their source code, to Licensees who will obtain such license for certain consideration as described in the Platform.

XSCode Additional Services (paid)

XSCode Platform may offer to provide to Licensors additional services, including, but not limited to graphic design services to improve user's interface, creation of promotional and advertising materials, building training materials for usage of codes, assisting in technical documentation writing procedures of the Licensor’s code etc. (the “Additional Services”). Such Additional Services will be provided in consideration for additional payment to be individually mutually agreed upon by Licensor and XSCode on an ad-hoc basis.

Licensor’s Additional Services

The Licensors on XSCode Platform may also offer additional private services, including, but not limited to, embed the source code in the Licensees’ premises, support and consulting services, etc. which will be offered by the Licensor via the Platform and will be paid directly through the Platform to the Licensor (the “Licensor’s Additional Services”). The terms and conditions of such Licensor’s Additional Services shall be determined separately between each User and the Licensor, including the consideration mechanism therefor.

By using the Licensor’s Additional Services, you agree that XSCode will not be responsible or liable any way for the Licensor’s Additional Services, including not for any loss or damage of any sort incurred in connection with the Licensor’s Additional Services, including not to any results and deliverables which were provided through and/or within the Licensor’s Additional Services.

Account Information

When creating an online account in order to access the Services (“Account”), you may include details such as, without limitation, your name, email address, telephone number, address, birthday (the “Account Information”). Any personal information provided to us in connection with the Account will be handled under and subject to the terms of XSCode’s Privacy Policy .

To the extent you shall refuse to provide certain mandatory fields of the login information, you may not be able to access the Services.

The following rules govern the security of your Account and login information (including usernames and passwords):

  1. You shall not share your Account or login information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account;
  2. In the event you become aware of or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of your login information or unauthorized access to your Account, you must immediately notify XSCode and modify your login information;
  3. You are solely responsible for maintaining the confidentiality of the login information, and for all uses of your login information, including purchases, whether or not authorized by you;
  4. You are responsible and liable for any actions taken through your Account, whether or not such actions were taken by you, including, for the avoidance of doubt, actions taken by third parties that were identified by you for receiving the Services. You therefore acknowledge that, other than all liabilities which may be imposed by you in accordance with applicable laws, your Account may be terminated by XSCode at XSCode’s sole discretion if anyone uses your Account to engage in any activity that violates these Terms or is otherwise improper or illegal;
  5. XSCode reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.

Payments

Licensors can only charge Licensees for the license to their source code through the Platform, pursuant to the commercial terms stipulated in the Platform. The payment terms can be found at this address: https://xscode.com/payment-terms.

Licensors cannot charge Licensees for anything related to the Services outside of the Platform and Licensees shall not make any such Services’ related payments to Licensors other than through the Platform.

Generally, the use of the Services is for fee, which fee, plus applicable taxes if any, shall be paid by Licensees and be transferred to Licensors by XS Code after deducting certain commission as described in the Payment Terms in the Platform. Such transfer of funds to the Licensor may be subject to reach of minimal aggregated amount to be transferred to the Licensor, as described in the Payment Terms. Certain subscription fees from Users who are Licensees shall also be charged, as set forth in the Payment Terms in the Platform. XS Code may use third party service providers to perform these transactions.

By using the Platform you represent and warrant that you are legally authorized to make the payments you will be making through the Platform using the payment means you shall be using (whether it is credit card other) and that you rightfully use these, without breach or violation of applicable law or agreement.

XSCode will use the payment details provided for purposes of which they were supplied only. XSCode shall take reasonable steps to ensure that the details of the payment are kept safely, though will not bear any liability for damage or loss caused to the User due to unauthorized access to the payment details provided by the User.

Refunds

Payments made through the Platform for licenses are designated to be transferred to Licensors and are non-refundable.

Account Termination

XSCode may refuse access to the Services or may terminate your Account without notice for any reason, including, but not limited to, a suspected violation of these Terms, illegal or improper use of your Account, or illegal or improper use of the Services, User Content (as defined below), products, or XSCode’s intellectual property as determined by XSCode at its sole discretion. As a result of the Account termination you may lose contents available through the Platform, without responsibility or liability on behalf of XSCode for any damage that may result from the foregoing. If you have more than one Account, XSCode may terminate all your Accounts.

XSCode may also use technical measures, such as Geo-Blocking or IP Blocking, in order to verify compliance with these terms or achieve the foregoing objectives.

If you believe that any action has been taken against your Account in error, please contact us at: [email protected].

User Content

You agree that you have all required rights to publish, upload, license, use and permit use of any content published or uploaded by you through the Platform/Services (directly or indirectly, either with you or through a third-party, including without limitation any social network or account you have access to) including source code which is the subject matter of the licenses to Licensees, data, text, or any other content (the “User Content”), and that such use of yours complies with all applicable laws and does not infringe any rights of third parties. You hereby release XSCode and undertake to fully indemnify it for any and all liabilities which may be imposed on XSCode in connection with any User Content you have made available through the Platform/Services.

XSCode does not claim ownership of any User Content. However, by sending and/or creating User Content and/or using the Services you automatically grant XSCode a non-exclusive, royalty-free, perpetual license to use the User Content to provide the Services, including, without limitation, to present in the Platform the trademarks associated therewith for such purpose.

XSCode may or may not regulate User Content and provides no representations or guarantees regarding the accuracy, quality, or integrity of any User Content posted via the Services. You agree that XSCode will not under any circumstances be responsible or liable for any User Content, including, but not limited to, errors in any User Content or any loss or damage incurred by use of the User Content or User Content’s merchantability or fitness for particular purpose. Any and all descriptions and materials that the Licensor provides with respect to the source code it licenses, are under the exclusive responsibility of the Licensor and XS Code is not responsible therefor in any manner.

XSCode reserves the right (but shall at no time be obligated) to, in its sole discretion, remove, block, move, disable or permanently delete User Content from the Services with or without notice for any reason whatsoever. You hereby agree that, to the maximum extent permitted by applicable law, XSCode shall at no time be responsible or held liable for the removal or blocking of material or User Content that may be considered illegal, infringing or otherwise suspected as violating these Terms or any applicable law.

XSCode does not guarantee that any content will always be available through the Services. Do not rely upon the Services as a storage space for such content.

Removals, Deletions and Bans Voluntary Repository Removal – Licensors shall have the right to remove repositories as set forth below. In case of such repository removal, initiated by the Licensor, all Licensees with an active subscriptions will be receive a notice from XSCode’s Services, and will be given a 30 day period of paid access to the repository prior to its removal from the Platform. Upon Voluntary Repository Removal, it is the Licensees sole responsibility to get prepared in advance to such Voluntary Repository Removal. XSCode shall not be liable for any damages caused to any of the Licensees or any other third party due to the aforementioned Voluntary Repository Removal.

Involuntary Repository Removal – Repositories may be removed or Service may be ceased due to reasons attributed to 3rd parties, including but not limited to Github (for example such which relates to the Platform’s infrastructure and dependencies), In such case case XSCode may not be able to provide continuous access to a/the repository/ies or the Services.

Users’ use of the Platform may require the User’s to have and continually keep valid account in external websites/apps (including, but not limited to Github). To the extent such condition is not met by the User, XSCode Services/Platform may not be available to the User and the User will have no claims against XSCode in connection therewith (and amounts already paid for licenses in such case shall not be refunded).

Rules of Conduct and Usage

You undertake that you shall not defraud, or attempt to defraud, XSCode or other users, and that you shall not act in bad faith in your use of the Services. You agree that your use of the Services shall be lawful. If XSCode determines that you do act in bad faith and/or in violation of these Terms, or if XSCode determines that your actions fall outside of reasonable community standards, XSCode may, at its sole discretion, terminate your Account and prohibit you from using the Services.

Without derogating from the generality of the forgoing, and without limitation, you agree that you shall not:

  1. Create an Account with or access the Services if you are barred from receiving the Services under the provisions of these Terms or any applicable law;
  2. Promote, host, upload, post, transmit or display or otherwise disseminate any indecent, obscene or illegal material, terrorism activity, vulgar, defamatory, libelous, gambling related, discriminatory, or any other offensive content.
  3. Use or apply in connection with the Services any spyware, adware, or other malicious programs or code. Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, corrupted files or data, or any other similar software or programs that may damage the operation of the Services or the systems of other Users of the Services;
  4. Perform in connection with the Services any unsolicited mass distribution of email, or any illegal subject matter or activities;
  5. incorporate any materials that infringe or assists others to infringe on any copyright, trademark, patent, trade secret or other intellectual property rights or otherwise act in any manner that infringes any other right of any party (including rights of privacy or publicity);
  6. engage in activities that violate XSCode’s Privacy Policy;
  7. include hyperlink to external sites;
  8. Copy, disassemble, reverse engineer or decompile, modify or alter any part of the Services;
  9. Advertise, solicit or transmit any commercial advertisements, including chain letters, junk email or repetitive messages (spim or spam) to anyone.
  10. Create false personas, multiple identities, multiple User Accounts, set up an Account on behalf of someone other than yourself, use bots or other automated software programs to defraud or which otherwise violate these Terms and/or the terms of service of any third-party applications or social networks through which the Services are accessed;
  11. Attempt to obtain passwords or other private information from other members including personally identifiable information (whether in text, image or video form), identification documents, or financial information;
  12. Improperly use support channels or complaint buttons to make false reports to XSCode;
  13. Engage in any action or practice that reflects poorly on XSCode or otherwise disparages or devalues XSCode’s reputation or goodwill;
  14. Engage in any fraudulent activity with respect to payments made through the Platform;
  15. Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, invasion of privacy, identity theft, hacking, or cracking;

Intellectual Property Ownership

XSCode retains all rights in the Platform and in the Services and materials related thereto (including, but not limited to, applications, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, “Service Materials”).

The entire contents of the Services are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You shall not, nor shall you cause any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Services pursuant to these Terms or otherwise exploit any of the Service Materials without XSCode’s explicit, prior written consent.

The foregoing shall not apply to your own User Content that you post through the Services in accordance with these Terms. All other uses of copyrighted or trade mark material, including any derivative use, require explicit, prior written consent from XSCode. Any reproduction or redistribution of materials not in accordance with these Terms is explicitly prohibited and may result in the termination of your Account as well as severe civil and criminal penalties. Without derogating from the generality of the forgoing, the use of automated systems or software to extract data from this website or application for commercial purposes (scrapping/crawling), is strictly prohibited.

XSCode and/or its licensors and affiliates own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the Service Materials. You hereby acknowledge that you do not acquire any ownership rights by using the Services or by accessing any of the Service Materials, or rights to any derivative works thereof.

You are not required to provide XSCode with any feedback or suggestions regarding the Services or any Service Materials. However, should you provide XSCode with comments or suggestions for the modification, correction, improvement or enhancement of the Services and/or any Service Materials, then, subject to the terms and conditions of these Terms, you hereby grant XSCode a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner XSCode chooses and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of XSCode’ and its sublicensees’ products and content embodying such comments or suggestions in any manner and via any media XSCode chooses, but without reference to the source of such comments or suggestions.

Disclaimer of Warranty; Limitation of Liability; Indemnification

You agree that your use of the Services shall be at your sole risk. To the fullest extent permitted by law, XSCode, its officers, directors, employees, and agents disclaim all warranties, explicit or implied, in connection with the Services and your use thereof including implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. XSCode makes no warranties or representations about the accuracy or completeness of the content of the Services, including without derogating, the quality, security and functionality of the User Content and the source code which is the subject matter of the Services or to any Licensor’s Additional Services, and the content of any sites linked to the Services, of any third party services, resources, content, information or links to other world wide websites or resources accessible via the Platform (“Third Party Materials”) and assumes no liability or responsibility for any:

  • Errors, mistakes, inaccuracies, non-suitability or non-conformity of any content including without limitation content regarding the source code;
  • Any damages of any nature whatsoever arising out of the use of or the inability to use the Services;
  • Any unauthorized access to or use of XSCode’ secure servers and/or any and all personal information and/or financial information stored therein;
  • Any interruption or cessation of transmission to or from the Services;
  • Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any third party; or
  • Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Services.

Without derogating from the abovementioned, in no event will XSCode, its directors, officers, agents, contractors, partners, consultants and/or employees, be liable to you or any third person for any special, indirect, incidental, special, punitive, or consequential damages whatsoever including any lost profits or lost data arising from your use of the Services or other materials on, accessed through or downloaded from the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not XSCode has been advised of the possibility of these damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. You specifically acknowledge that XSCode shall not be liable for any User Content or any Licensor’s Additional Services.

The content suggested through the Services may be incomplete, inaccurate or outdated. XSCode shall not assume any responsibility to any User Content suggested through the Services or Licensor’s Additional Services, its integrity, accuracy and/or reliability.

XSCode cannot guarantee that the Services will always function without disruptions, delay or errors. A number of factors may impact the quality of your communications and use of the Services, and may result in the failure of your communications including, without limitation, your local network, firewall, your internet service provider, the public internet and your power supply.

XSCode takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which we have no control of, and any other responsibility which is not expressly mentioned in these Terms.

Reporting Violations

If you come across any content that may violate our Terms, you should report it to us through the appropriate channels created to handle those issues as outlined in our Terms. All cases are reviewed by our team. To protect individual privacy, the results of the investigation are not shared.

Dealings with Advertisers

Your correspondence or business dealings with, or participation in purchase of goods, use of coupons, promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, any engagement arising as a result of the use of the Services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or personnel. You agree that XSCode will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services, including, for the avoidance of doubt any dealings with third party vendors and/or merchants which were referred in any suggestions and/or recommendations provided through and/or within the Services.

Independent Contractors

The relationship between XSCode and Licensors is of independent parties. XSCode shall have no responsibility to the acts and omissions of any Licensor, and XSCode is not an agent of the former, nor is any partnership/employment/joint venture/franchise or any similar relations created between XSCode and Licensors. Licensors are unauthorized to assume any obligation of any kind, expressed or implied, or make any representation on behalf of XSCode or waive any right on its behalf. XSCode shall not be side to any dispute the Licensors and Licensees.

Notices

Notices to you may be made via the Services and/or email. XSCode may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. You agree that all agreements, notices, disclosures and any other communications that XSCode provide as aforementioned satisfy any legal requirement that such communications be in writing.

XSCode reserves the right, in its sole discretion, to revise or modify these Terms at any time, and you agree to be bound by such revisions or modifications. Users are responsible for viewing these Terms periodically. Your continued use of the Services after a change or modification of these Terms has been made will constitute your acceptance of the revised Terms. If you do not agree to the Terms, your sole remedy shall be to discontinue your use of the Services and to cancel any Accounts (as defined above) you have created for use of the Services.

Export/Sanctions Regulations

Users hereby undertake to comply with all applicable sanction, embargo and/or export control laws, regulations and policies, as well as all applicable UN sanctions.

Without derogating from the generality of the foregoing and in addition thereto, User shall comply with the terms of US Sanction embargo and/or export control laws regulations and policies, and with the terms of the Israeli Sanctions Regulations. “Israeli Sanctions Regulations” means the Israeli Trading with the Enemy Ordinance – 1939; Law on the Struggle Against Iran’s Nuclear Program; the Law for the Prevention of the Proliferation and Financing of Weapons of Mass Destructions and their Means of Delivery; Bank of Israel Directive 2321-06, and the Guidelines Regarding Disclosure of Risks or Restrictions as a Result of Connections with Iran or the Enemy of the Israel Securities Authority; and any other relevant Israeli sanctions law and specialized lists of sanctioned individuals and entities (including those compiled by the Israeli MOD), as they may be amended from time to time.

Without derogating from the abovementioned, any User(s) from the following countries: Iran, Iraq, Lebanon and Syria, shall not be entitled to receive any payments whatsoever from the use of the Platform.

General

By using or visiting the Services, you agree that only the laws of the State of Israel, without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and XSCode. Any claim or dispute between you and XSCode that arises in whole or in part from your use of the Services shall be decided solely and exclusively by a court of competent jurisdiction located in Tel Aviv, Israel, to the express exclusion of any other courts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non convenient with respect to venue and jurisdiction in the courts of Tel Aviv, Israel.

This document was revised on: April 7th, 2020

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