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: 3 Franciszka Walczaka Street, 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.
For transactions of an international nature Any payments due
to XOPERO in connection with the Software and/or Services
shall be made net of all taxes and governmental charges. If
Customer is required by local law to withhold tax from a
payment to XOPERO, the consideration to XOPERO shall be
increased by such amount so that XOPERO will ultimately
receive an amount equal to the amount it would have received
had the tax not been withheld.
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.
use, review or access the Services and Software to create
and/or develop a product that is similar to and/or
competitive with the Services and Software; it is presumed
that if the Client is an employee, representative or other
person similarly affiliated with an entity that has a
product even partially similar to the Services and
Software offered by XOPERO, this provision is always true.
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: [email protected].
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 http://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.
