Terms of use

These terms of use are effective August 1, 2016

By accessing and using the xpolinate website, the xpolinate Service, or any application (including mobile applications) made available by xpolinate (together the “Service”), however accessed, you agree to be bound by these terms of use (“Terms of Use”). The Service is owned and controlled by xpolinate, Inc. These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not use the Service. Users of the Service are sometimes referred to in these Terms of Use as “Users” or as “You”. xpolinate is sometimes referred to as “We”, “Our” or as “Us”.

Terms you agree to:

  • The Service is a platform allowing businesses and employees to communicate with each other about business collaboration and employment sharing opportunities. You access the Service by opening an account with xpolinate. Accordingly, the Service is not intended to be primarily a typical social network in which participants communicate with each other about personal or social events and activities. Therefore, You must be at least 17 years old to use the Service.
  • You may not post violent, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service, including, without limitation, your or any other person’s credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
  • You are responsible for any activity that occurs through your account. You are solely responsible for your conduct and any data, text, files, information, usernames, employment or business opportunities, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, “Content”) that you submit, post or display on or via the Service.
  • You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations which may apply to the Content You post and to your use of the Service.
  • You must not post or submit spam or other forms of harassing communications to any Users of the Service.
  • You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way the Service is rendered or displayed in a user’s browser or device.
  • Violation of these Terms of Use may, in xpolinate’s sole discretion, result in termination of your account. You understand and agree that We will not be responsible for the Content posted on the Service and You use, and view the Content of other users, at your own risk. If you violate these Terms of Use, You understand and agree that we can close your account and deny you access to the Service.

General conditions

  • xpolinate, Inc. reserves the right to modify or terminate the Service, and We reserve the right to modify or deny your access to the Service for any reason, without notice, at any time, and without liability to xpolinate. If We terminate your access to the Service all of your Content will no longer be accessible through your account, although your Content may continue to exist in the Service if it has been shared by other Users.
  • Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.
  • We reserve the right, in our sole discretion, to change these Terms of Use from time to time.
  • We reserve the right to refuse access to the Service to anyone for any reason at any time.
  • We reserve the right to, remove, edit, block, and/or monitor Content or accounts containing Content that We determine in our sole discretion violates these Terms of Use; provided, however, that We are under no obligation to do so, and shall have no liability whatsoever if We choose to adjust Content or not.
  • You are solely responsible for your interaction with other Users of the Service, whether online or offline. You agree that we are not responsible or liable for the conduct of any User.
  • xpolinate has business partners. Our collaboration with our partners allows Us to enhance the Service and the User experience. No advertising is on the Service. There may be links to and from the Service, to third-party web sites or features. Your Content may be publicly posted on a third party’s service or application. Your use of a link to a third party is at your own risk. We do not control any of third-party web services or any of their content. You expressly acknowledge and agree that We are not responsible or liable to You for any such third-party services or features.
  • You may incur data charges because of your use of the Service. These are your responsibility.
  • The Service allows you to post Content accessible to other Users. As long as any Content does not violate these Terms of Use, We do not determine the details of any Content you may voluntarily choose to post on the Service. You agree there is no expectation of privacy for any material You post on the Service.

Rights

  • You hereby grant to xpolinate a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use the Content that you post on or through the Service, subject to the Our Privacy Policy. You can choose who can view your Content and activities, including your photos, as described in the Privacy Policy. Any Content placed on the Service is not private, and can be viewed by all of Our Users.
  • The Service is not supported by advertising revenue and will not display advertisement and promotions.
  • You represent and warrant that: (i) You own the Content posted by You on or through the Service; (ii) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party; and (iii) You agree to pay for any royalties, fees, and any other monies owed by reason of Content you post on or through the Service.
  • The Service contains intellectual property owned or licensed by xpolinate, including its name and logo, and are protected by copyright, trademark, patent, trade secret and other laws, and, as between you and xpolinate, We own all rights in Our intellectual property. You will not infringe or use any of Our intellectual property.
  • We cannot guarantee that there will never be interruptions of your use of the Service. Some of these interruptions are for scheduled service, but others are beyond Our control. In any event, xpolinate has no liability for your inability to access or use the Service. We will not be liable to You for any modification, suspension, or discontinuation of the Services, or the removal or loss of any Content. You also acknowledge that the internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
  • You agree that xpolinate is not responsible for, and does not endorse, Content posted within the Service. We do not have any obligation to prescreen, monitor, edit, or remove any Content.
  • Except as otherwise described in the Our Privacy Policy, any Content is not confidential and We will not be liable for any use or disclosure of Content.

Disclaimer of warrantiesTHE SERVICE, INCLUDING, WITHOUT LIMITATION, XPOLINATE CONTENT, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER XPOLINATE NOR ANY OF ITS EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “XPOLINATE PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) ITS CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF CONTENT OR ACCESS TO THE SERVICE.

XPOLINATE HEREBY DISCLAIMS, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS, OR THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED.

BY ACCESSING OR USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

XPOLINATE SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT, WHETHER POSTED BY A USER, A BUSINESS PARTNER, OR BY A PERSON OR ENTITY GAINING UNAUTHORIZED ACCESS TO THE SERVICE.

Limitation of liability; waiverUNDER NO CIRCUMSTANCES WILL XPOLINATE BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) XPOLINATE CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE XPOLINATE PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE’S OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE XPOLINATE PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL XPOLINATE BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL XPOLINATE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

XPOLINATE IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

THE SERVICE IS A DISCOVERY PLATFORM TO ALLOW COMPANIES AND INDIVIDUALS TO FIND EACH OTHER FOR THE PURPOSES OF CREATING BUSINESS PARTNERSHIPS AND EMPLOYMENT. ALTHOUGH THE SERVICE BRINGS USERS TOGETHER FOR THESE PURPOSES, XPOLINATE IS COMPLETELY UNINVOLVED IN EMPLOYMENT, NEGOTIATION, CONTRACT OR ANY ACTIVITY HAVING LEGAL CONSEQUENCES IN WHICH USERS MAY ENGAGE ONCE USERS HAVE MADE CONTACT WITH EACH OTHER THROUGH USE OF THE SERVICE. YOU AGREE THAT XPOLINATE WILL HAVE NO RESPONSIBILITY OR LIABILITY AS A RESULT OF ANY ACTION OR CONDUCT IN WHICH USERS MAY ENGAGE ONCE THEY HAVE LOCATED EACH OTHER THROUGH THEIR USE OF THE SERVICE.

IndemnificationBy using the Service, you agree to defend, indemnify and hold xpolinate harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by You. You will cooperate as fully required by Us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not in any event settle any claim without Our prior written consent.

ArbitrationYou agree that all disputes between You and xpolinate (whether or not such dispute involves a third party) will be resolved by binding, individual arbitration under the American Arbitration Association’s rules and You and xpolinate hereby expressly waive trial by jury. The arbitration will be conducted by a single arbitrator in Los Angeles, California.

Time limitation on claimsYou agree that any claim You may have arising out of or related to your relationship with Us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

Governing law & venueThese Terms of Use are governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. No waiver of any of these Terms of Use will be deemed a further or continuing waiver of such term or condition or any other term or condition, unless We agree to a waiver which is specifically documented in writing.

Entire agreementIf You are using the Service on behalf of a legal entity, like a corporation or limited liability company, You represent that You are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between You and xpolinate and govern your use of the Service, superseding any prior agreements between you and Us. xpolinate may assign these Terms of Use or any rights hereunder without your consent. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights.

Territorial restrictionsThe information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject xpolinate to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service to any person, geographic area, or jurisdiction, at any time and in Our sole discretion, and to limit the quantities of any content, program, product, Service or other feature that We provide.