As a preliminary matter, we wanted to highlight a topic that you will read more about later. At Xillo, we expect that our world-class customer service team, which can be contacted through our Help Center at Xillo.io/help, will be able to resolve any issues you may have as you enjoy our services. In the unlikely event that an issue between us remains unresolved, please note that THESE TERMS REQUIRE ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR CLASS ACTIONS. ALSO, THESE TERMS SET FORTH SPECIFIC REMEDIES AVAILABLE TO YOU. PLEASE SEE SECTIONS 11 AND 13 TO LEARN MORE.
- DESCRIPTION OF SERVICE AND ACCEPTANCE OF TERMS
Xillo, Inc. a Delaware corporation (“Xillo,” “we,” or “us”) provides an online video service which gives users the opportunity to select from various offerings of live and on-demand programming, including television shows, movies, clips, and other content (collectively, the “Content”). Our video service, the Content, our player for viewing the Content (the “Video Player”) and any other products, features, tools, materials, or other services (including third-party branded services) offered from time to time by Xillo through a variety of Access Points (defined below) are referred to collectively as the “Services.” The term “Access Points” refers to, collectively, the Xillo.io website (the “Xillo Site”), applications, and other places where any Services are available, including websites and applications of Xillo’s third-party distribution partners and other websites where users or website operators are permitted to embed or have otherwise licensed the Video Player.
Please note that the website addresses (i.e., URLs) included within these Terms may not function as hyperlinks on all the Access Points. To view these Terms with clickable hyperlinks, please visit the Xillo Site on your computer.
- CHANGES TO THESE TERMS
We may need to make changes to these Terms from time to time for many reasons. For example, we may need to reflect updates in how the Services work or changes in the law. You should look at these Terms regularly, which are posted on the Xillo Site at Xillo.io/terms. If we make a material change to these Terms, we will notify you by posting a notice on the Xillo Site. If you are a registered user, we will also send an email to the email address you most recently provided to us prior to the material change taking effect. Any material change to these Terms will be effective automatically 30 days after the revised Terms are first posted or, for users who register or otherwise provide opt-in consent during this 30-day period, at the time of registration or consent, as applicable.
- ACCESS AND USE OF THE SERVICES
3.1 Age Limitations. The Services are not intended to be used by children without involvement and approval of a parent or guardian. If you are under the age of 13, you are not permitted to register with Xillo or provide your personal information to Xillo. If you are at least 13 and under 18 years of age (or under the applicable age of majority in your state or territory of residence), you may register with Xillo, but only if you have the consent of your parent or guardian, including consent to these Terms on your behalf, and for clarity, you may only modify an account, or associated profiles, with the consent of your parent or guardian. Please note that age requirements for purchase of and access to certain Services may vary.
3.2 Ownership and License. Xillo owns and retains all rights to the Services, and the Content is owned or controlled by Xillo and Xillo’s content programmers. The Services and the Content are also protected by copyright, trademark, and other intellectual property laws. That said, Xillo is pleased to grant you a non-exclusive limited license to use the Services, including accessing and viewing the Content on a streaming-only basis through the Video Player, for personal, non-commercial purposes as set forth in these Terms. The periods during which you can view each piece of Content will vary based on the rights availability of such Content and the terms of your subscription. The Services may include different Content offerings, features, and usage rules, which will be explained to you during your sign-up or in other materials made available to you.
3.3 Profiles. Xillo offers the option to personalize use of the Services through the creation of one or more profiles under one account. Only the account holder, and those with permission from the account holder, may create a profile. The account holder may access profile details and delete or otherwise modify profiles associated with the account.
3.4 The Content.
a. Usage Rules and Limitations. You may not either directly or through the use of any device, software, internet site, web-based service, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content including geo-filtering mechanisms. For clarity, you may not use any technology or technique that obscures or disguises your location when you are accessing the Services. You may not either directly or through the use of any device, software, internet site, web-based service, or other means copy, record, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, or transmit or retransmit the Content unless expressly permitted by the terms of your subscription or otherwise by Xillo in writing. You may not incorporate the Content into, or stream or retransmit the Content via, any hardware or software application or make it available via frames or in-line links unless expressly permitted by Xillo in writing. Furthermore, you may not create, recreate, distribute or advertise an index of any significant portion of the Content unless authorized by Xillo. You may not build a business utilizing the Content, whether or not for profit. The Content covered by these restrictions includes without limitation any text, graphics, layout, interface, logos, photographs, audio and video materials, and stills. In addition, you are strictly prohibited from creating derivative works or materials that otherwise are derived from or based on in any way the Content, including montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards, and merchandise, unless expressly permitted by Xillo in writing. This prohibition applies even if you intend to give away the derivative materials free of charge.
b. Content Subjectivity. Content tends to elicit varying reactions among different people. You may come across Content that you find offensive, indecent, explicit or objectionable. Also, Content types, genres, categories, and descriptions are provided as suggestions to help with navigation, and Xillo does not guarantee that you will agree with them. You acknowledge these risks.
c. Content Quality. Xillo uses various technologies to provide you with an optimal viewing experience. That said, quality of Content, including resolution, may be affected by the format of the Content, your location, the speed and bandwidth of your internet service, and the devices used, among other factors. HD and 4K Ultra HD availability for supported Content depends on your internet service and device capabilities. The time it takes you to begin playing Content will vary based on a number of factors, including your location, internet bandwidth, the number of devices simultaneously connecting to the same network, the Content you have selected, and the configuration of the device you are using. As a result, Xillo is unable to make any warranties about the Content in these respects.
d. Content Presentation. We want you to have the best experience with our Services, including the ability to easily discover and enjoy new Content. To help do that, Content you view across all Services may include promotional videos (e.g., previews or trailers) before and after that Content. Please note that Content you view (e.g., legal and medical shows) should not be relied upon for advice. For those who are susceptible to photosensitive epilepsy or other photosensitivities, it’s also important to remember that some Content may contain flashing lights sequences or patterns.
e. Temporary Downloads. We know that you may not always have an internet connection when you want to watch your favorite Content. Depending on the Service to which you subscribe, Xillo may give you the option to temporarily download certain Content on certain Compatible Devices so that you can watch it while you are offline (“Temporary Downloads”). Of course, there are some limitations that may change from time to time, including: (i) the maximum number of devices that can store Temporary Downloads; (ii) the maximum number of Temporary Downloads that can be stored across Compatible Devices at any given time; (iii) how long Temporary Downloads will remain available to you; and (iv) geographic and device restrictions on playback.
f. Location Access. Content may be limited to distribution in certain geographic locations. For that reason, we may use different technologies and methods to verify your geographic location. For example, you may be required to enable location access on your Compatible Device in order to access certain Services or to watch select Content made available through certain Services.
g. Additional Content. From time to time, we may offer you the opportunity to watch Content that is not included in the Service to which you subscribe. For example, subscribers to Xillo’s on-demand streaming Services may be able to watch certain live Content. Xillo offers this additional Content on a promotional basis and has sole discretion regarding the availability of the Content, eligibility to watch the Content, and requirements to access the Content. For clarity, such Content may require you to enable location access and may contain advertisements.
3.5 Live TV Service.
Xillo offers multiple Services that provide access to different types of Content. For example, you may subscribe to a Service that provides live TV and other related Content, including on-demand Content (“Live TV Service”). If your subscription includes the Live TV Service, please be aware of following:
Home. When you set your home location as part of registration for and access to the Live TV Service, make sure to designate a residential, non-mobile internet network (“Home”). Your Home will be used to determine which streams are considered “in-home” or “out-of-home,” where relevant to the requirements of your Service. In addition, for uninterrupted Live TV service, you should access Xillo on your mobile device from your Home location every 30 days, or such other period described in our Help Center at Xillo.io/help.
Regional Sports Networks and Local Affiliates. Your access to regional sports networks, if any, will be determined by your Home, even if you access the Services from outside your Home. Your access to live Content from local affiliates, if any, will depend on the location of your device at the time you access the Services.
Advertisements. If you subscribe to multiple Services, the terms of one Service will not impact those of another Service. For example, if you subscribe to both the Live TV Service and another Service featuring Content on-demand without advertisements, you will still see advertisements while streaming Content from the Live TV Service.
Live Content Restrictions. Certain live Content, including sporting events, may be unavailable due to your location, blackouts, or device-specific restrictions set by sports leagues and other parties that control Content rights.
Cloud DVR. Xillo may provide the ability to record live TV Content to your cloud DVR. Xillo may also limit storage capacity and the amount of time your recordings can be stored on your cloud DVR and available to you. If your subscription to any Service – or your access to any of the Content or networks/channels included in that Service – is cancelled, suspended, interrupted, or otherwise discontinued, you may lose access to previously-made recordings, even if your subscription or that access resumes or is reinstated. Unfortunately, Xillo is unable to guarantee error-free recording, storage, or playback. Other than your usage of the cloud DVR made available to you by Xillo, you may not record, copy, store, or redistribute any Content. You may only use your cloud DVR to the extent permissible under copyright and other applicable laws. Please visit our Help Center at Xillo.io/help to learn more about recording live TV Content.
3.6 The Video Player. You may not modify, enhance, remove, interfere with, or otherwise alter in any way any portion of the Video Player, its underlying technology, any digital rights management mechanism, device, or other content protection or access control measure incorporated into the Video Player. This restriction includes, without limitation, disabling, reverse engineering, modifying, interfering with or otherwise circumventing the Video Player in any manner that enables users to view the Content without: (i) displaying visibly both the Video Player and all surrounding elements (including the graphical user interface, any advertising, copyright notices, and trademarks) of the Access Point where the Video Player is located; and (ii) having full access to all functionality of the Video Player, including, without limitation, all video quality and display functionality and all interactive, elective, or click-through advertising functionality.
3.7 Embedding a Video Using the Video Player. Where Xillo has incorporated an embed option in connection with Content on the Services, you may embed videos using the Video Player, provided you do not embed the Video Player on any website or other location that (i) contains or hosts content that is unlawful, infringing, pornographic, obscene, defamatory, libelous, threatening, harassing, vulgar, indecent, profane, hateful, racially or ethnically offensive, encourages criminal conduct, gives rise to civil liability, violates any law, rule, or regulation, infringes any right of any third-party including intellectual property rights, or is otherwise inappropriate or objectionable to Xillo (in Xillo’s sole discretion), or (ii) links to infringing or unauthorized content (collectively, “Unsuitable Material”). You may not embed the Video Player into any hardware or software application, even for non-commercial purposes. Xillo reserves the right to prevent embedding to any website or other location that Xillo finds inappropriate or objectionable (as determined by Xillo in its sole discretion).
3.8 Compatible Devices. In order to access the Services, you will need to use a computer, mobile device, streaming media player, or other device that meets the system and compatibility requirements that we establish from time to time (each, a “Compatible Device”). Please visit our Help Center at Xillo.io/help for a current list of Compatible Devices. Please note that Compatible Devices may vary by Service, and may be subject to additional terms. For example, certain devices may not be capable of streaming Content from the Live TV Service but may be capable of streaming other Content. Features and functionalities that we make available through the Services may also differ by Compatible Device and the terms of your subscription. If you access the Services using a Compatible Device, the third-party that offers that Compatible Device shall be a third-party beneficiary to these Terms, but is not a party to these Terms.
3.9 Simultaneous Streams. The number of simultaneous streams of Content that you can access varies by Service and may require device and account verification. Please visit our Help Center at Xillo.io/help for the most up to date information on the number of simultaneous streams of Content that are allowed based on the terms of your Service. Where relevant to your Service, “in-home” streams are those that you stream through your Home internet service, and “out-of-home” streams are those that you stream through a connection to a cellular or Wi-Fi network outside of your Home.
3.10 Internet Service and Data Usage. In order to access the Services, you must have a high-speed broadband, wireless or similar internet connection from an internet service provider that meets certain technical specifications. Please note that multiple simultaneous streams, as well as HD and 4K Ultra HD Content, may require higher internet bandwidth. You are responsible for any costs associated with your internet service used to access the Services. Your use of the Services may count toward your data usage, depending on the terms of your agreement with your internet service provider.
3.11 Your Responsibilities. In order for us to keep the Services safe and available for everyone to use, we all have to follow the same rules of the road. You agree to observe all restrictions identified in these Terms, including without limitation using the Services in a way that:
violates the rights of others, including patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights;
uses technology or other means to access, index, frame or link to the Services (including the Content) that is not authorized by Xillo (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, framing, reproduction, access to, or distribution of the Services);
involves accessing the Services (including the Content) through any automated means, including “robots,” “spiders,” or “offline readers” (other than by individually performed searches on publicly accessible search engines for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices – but not caches or archives – of the Services and excluding those search engines or indices that host, promote, or link primarily to infringing or unauthorized content);
introduces viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
damages, disables, overburdens, impairs, or gains unauthorized access to the Services, including Xillo’s servers, computer network, or user accounts;
removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the Services (including the Content);
uses the Services to advertise or promote services that are not expressly approved in advance in writing by Xillo;
collects information about users for the purpose of sending, facilitating, or encouraging unsolicited bulk or other communications;
furthers any means of fraudulent activity, including identity theft;
encourages conduct that would constitute a criminal offense or give rise to civil liability;
violates these Terms or any guidelines or policies posted by Xillo;
interferes with any other party’s use and enjoyment of the Services; or
attempts to do any of the foregoing.
We reserve the right to immediately terminate or restrict your account or your use of the Services at any time, without notice or liability, if Xillo determines or reasonably believes in its sole discretion that you have breached these Terms, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason. Of course, we would prefer to avoid such termination; we may use technical measures to block or restrict your prohibited access to or use of the Services, and you agree not to circumvent, avoid, or bypass such restrictions. We also reserve the right to take appropriate legal action against you, and you acknowledge that you will have caused substantial harm to Xillo and that the amount of such harm would be extremely difficult to measure.
3.12 Software Downloads. In order to participate in certain Services or access certain Content, you may be notified that it is necessary to download software or other materials or agree to additional terms and conditions. Unless otherwise provided by these additional terms and conditions, they are hereby incorporated into these Terms.
3.13 Modification/Suspension/Discontinuation. We regularly make changes to the Services and reserve our right to continue to do so. The availability of the Content, as well as Access Points and Compatible Devices through which the Services are available, will change from time to time. Xillo reserves the right to replace or remove any Content and Access Points available to you through the Services, including specific titles and networks/channels. Additionally, you agree that for various reasons, such as restrictions from content programmers and other limitations or considerations from third-parties, certain Content and functionality that may be available through one Access Point or Compatible Device may not be available through another Access Point or Compatible Device. Xillo also reserves the right to make modifications to features or other elements of the Services, including promotional features, user interfaces, product features and functionality, plans, and advertisements. In our continued assessment of the Services, we may from time to time, with respect to any or all of our users, experiment with or otherwise offer certain features or other elements of the Services, including promotional features, user interfaces, product features and functionality, plans, pricing, and advertisements. You acknowledge that Xillo may do so in Xillo’s sole discretion at any time without notice. We hope not to, but we may change, suspend, or discontinue – temporarily or permanently – some or all of the Services (including the Content and the Compatible Devices through which the Services are accessed), with respect to any or all users, at any time, and without notice. You also agree that Xillo will not be liable to you for any modification, suspension, or discontinuance of the Services.
- SUBSCRIPTIONS AND BILLING
4.1. Ongoing Subscription and Fees. While we may offer Content from time to time for free, we charge a fee to access the Services. We will bill you in advance for your subscription. Your subscription will continue and automatically renew on a recurring basis corresponding to the term of your subscription unless and until you cancel your subscription, or your account is otherwise suspended or terminated pursuant to these Terms. Xillo reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next Billing Period following the date of the change. We will give you advance notice of these changes, but we will not be able to notify you of changes in any applicable taxes.
4.2 Payment Method. Unless otherwise indicated, you will be required to provide a credit card or other payment method accepted by Xillo, as may be updated from time to time (“Payment Method”). We will charge your Payment Method a periodic subscription fee on a recurring basis corresponding to the term of your subscription, and any applicable taxes. You are solely responsible for any and all fees charged to your Payment Method. When you provide a Payment Method, we will attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced. If you want to use a different Payment Method than the one you signed up to use during registration, you may edit your Payment Method information by logging in on the Xillo Site and viewing your account details.
4.3 Billing Holds. In the event of a failed attempt to charge to your Payment Method (e.g. if your Payment Method has expired), we reserve the right to retry billing your Payment Method. In the event that you or we (through our payment service providers) update your Payment Method to remedy a change in validity or expiration date, we will automatically resume billing you for your subscription to the Services. We may suspend or cancel your access to the Services if we remain unable to successfully charge a valid Payment Method. You also remain responsible for any amounts you fail to pay in connection with your subscription, including collection costs, bank overdraft fees, collection agency fees, reasonable attorneys’ fees, and arbitration or court costs.
We may offer you the ability to pause your subscription for a specified period of time. If you do not cancel before the end of the pause period, billing will resume automatically.
4.4 Billing Period. As used in these Terms, “billing” shall indicate either a charge or debit, as applicable, against your Payment Method. We will automatically bill your Payment Method on the later of the day you start your subscription or the day your free trial ends, and on each recurring billing date thereafter. Your “Billing Period” is the interval of time between each recurring billing date and corresponds to the term of your subscription. Where applicable, charges for one or more Services may be prorated for any partial month of service. To see your next recurring billing date, log in on the Xillo Site and view your account details. You acknowledge that the timing of when you are billed and the amount billed each Billing Period may vary, including if your subscription began on a day not contained in a given month (e.g. if you have a monthly subscription and became a paying subscriber on January 31, your Payment Method would next be billed on February 28), due to free trials and other promotional offers, gift card redemptions, credits applied, or changes in your subscription or Payment Method.
4.5 Cancellation and Refunds. You can cancel your subscription by logging into your Xillo account and following the instructions on your account page on the Xillo Site. See Section 4.9 for cancellation information if you pay for the Services through a third-party. You must cancel your subscription prior to 11:59 p.m. Eastern time on the day before your next recurring billing date in order to avoid being charged. Unless otherwise communicated, if you cancel your subscription, you will continue to have access to the Service through the end of your current Billing Period. However, if you modify your subscription to switch from one Service to another Service during your Billing Period, you may not have continued access to your original Service. If you cancel, including if you switch your billing from Xillo to a third-party, you will also forfeit any service, referral, or redeemed gift card credits.
Payments are nonrefundable. If you cancel, modify your subscription, or if your account is otherwise terminated under these Terms, you will not receive a credit, including for partially used periods of Service. There are circumstances where Xillo may provide credits on a case by case basis. The amount and form of such credits, and the decision to provide them, are at Xillo’s sole and absolute discretion.
4.6 Free Trials. On occasion, we may offer free trials to a particular Service, subject to specific terms explained during your sign-up. You can view details of your free trial on your Xillo account page. Xillo reserves the right to determine eligibility for free trials, which may vary based on factors including the Service selected, how recently you redeemed a free trial, and whether the Service is part of a combined offering. Certain limitations may also exist with respect to combining free trials with any other offers.
It is very important to understand that you will not receive a notice from Xillo that your free trial has ended and that payment for your subscription is due. If you wish to avoid charges to your Payment Method, you must cancel your subscription prior to midnight Eastern Time on the last day of your free trial period. Because the Services are offered in multiple time zones, for consistency, a “day” for purposes of these Terms begins at 12:00 a.m. Eastern Time and ends at 11:59 p.m. Eastern time of that same calendar day. You may cancel your subscription at any time as described in the “Cancellation and Refunds” section of these Terms. If you cancel your subscription during a free trial or while using a promotional code or other credits, cancellation may be effective immediately.
4.7 Promotions. If we offer you a promotion (e.g., a promotional price, bundled subscription, or device-specific offer), the specific terms of the promotion will be disclosed during your sign-up or in other materials provided to you. We will begin billing your Payment Method for your subscription at the then-current, non-promotional price after your promotion ends unless you cancel prior to the end of your promotion or unless otherwise disclosed.
4.8 Pay Per View and Other One-Time Purchase Events. We may offer one-time events for purchase in connection with the Services. Some of these events may be offered through a third-party, in which case you may be required to complete your purchase through and view the event using a third-party Service. You will be charged for such events at the time of purchase. For clarity, such events may be subject to additional limitations provided to you during your purchase or in other materials made available to you.
4.9 Third-Party Billing. You may choose to be billed for, or receive access to, the Services through a third-party, in which case, your billing relationship will be directly with that third-party, additional terms may apply, and Service offerings may be limited. If you want to cancel or modify your subscription or manage your billing, you may need to do so through your account with such third-party. Xillo will not be liable to you for any claims arising out of or related to your purchase or use of third-party products or services.
4.10 Xillo Gift Cards. Xillo may make available gift cards redeemable for an eligible Service. Xillo gift cards may not be used in conjunction with or in addition to any special offer unless the terms of the special offer expressly indicate otherwise. The purchase and redemption of Xillo gift cards are subject to the Xillo Gift Card Terms and Conditions, which you can review at http://Xillo.io/start/gifting_terms.
- ACCOUNTS AND REGISTRATION
You are responsible for all use of your account, including use of your account by other members of your household. By allowing others to access your account or to create profiles within your account, you agree to be responsible for ensuring that they comply with these Terms and you agree to be responsible for their activity using the Services.
All registration information you submit must be accurate and updated. Because you are responsible for all use of your account, including unauthorized use by any third-party, please be very careful to guard the security and confidentiality of your password. You will not have to reveal it to any Xillo representative. Please notify us using the customer support form from our Help Center at Xillo.io/help if you suspect any unauthorized use of your account.
Xillo may offer the account holder certain rights, including the right to access information about and delete the account and all associated profiles. You may find information on how to exercise these rights by logging in on the Xillo Site and viewing your account details. Please note, you must first cancel your subscription before you will be able to delete your account. Please see the section “Cancellation and Refunds” above for instructions on how to cancel your subscription.
- COLLECTION AND USE OF PERSONAL INFORMATION
- USER REVIEWS, COMMENTS, AND OTHER MATERIAL
7.1 Your Posts. As part of the Services, users may have an opportunity to publish, transmit, submit, or otherwise post (collectively, “Post”) reviews, comments, or other materials (collectively, “User Material”). In order to keep the Services enjoyable for all of our users, you must adhere to the rules below, as well as additional rules applicable to any Xillo-hosted site.
Please choose carefully the User Material that you Post. Please limit yourself to User Material directly relevant to the Services. Moreover, you must not Post User Material that: (i) contains Unsuitable Material (as defined above in Section 3); or (ii) improperly claims the identity of another person. Please note that if you Post User Material on Xillo using a third-party service, such as a social network or email provider, your first and last name or other user ID may appear to the public each time you Post. We advise that you do not, and you should also be careful if you decide to, Post additional personal information, such as your email address, telephone number, or street address.
You must be, or have first obtained permission from, the rightful owner of any User Material you Post. By submitting User Material, you represent and warrant that you own the User Material or otherwise have the right to grant Xillo the license provided below. You also represent and warrant that the Posting of your User Material does not violate any right of any party, including privacy rights, publicity rights, and intellectual property rights. In addition, you agree to pay for all royalties, fees, and other payments owed to any party by reason of your Posting User Material. Xillo will remove all User Material if we are properly notified that such User Material infringes on another person’s rights. You acknowledge that Xillo does not guarantee any confidentiality with respect to any User Material.
By Posting User Material, you are not forfeiting any ownership rights in such material to Xillo. After Posting your User Material, you continue to retain all of the same ownership rights you had prior to Posting. By Posting your User Material, you grant Xillo a limited license to use, display, reproduce, distribute, modify, delete from, add to, prepare derivative works of, publicly perform, and publish such User Material through the Services and on other platforms and services worldwide, including on or through any Access Point, in perpetuity, in any media formats and any media channels now known or hereinafter created. The license you grant to Xillo is non-exclusive (meaning you are not prohibited by us from licensing your User Material to anyone else in addition to Xillo), fully-paid, royalty-free (meaning that Xillo is not required to pay you for the use of your User Material), and sublicensable (so that Xillo is able to use its affiliates, subcontractors, and other partners, such as internet content delivery networks, to provide the Services). By Posting your User Material, you also hereby grant each user of the Services a non-exclusive, limited license to access your User Material, and to use, display, reproduce, distribute, and perform such User Material as permitted through the functionality of the Services and under these Terms.
7.2 Third-Party Posts. Despite these restrictions, please be aware that some material provided by users may be objectionable, unlawful, inaccurate, or inappropriate. Xillo does not endorse any User Material, and User Material that is Posted does not reflect the opinions or policies of Xillo. We reserve the right, but have no obligation, to monitor User Material and to restrict or remove User Material that we determine, in our sole discretion, is inappropriate or for any other business reason, as permitted by law. In no event does Xillo assume any responsibility or liability whatsoever for any User Material, and you agree to waive any legal or equitable rights or remedies you may have against Xillo with respect to such User Material. You can help us tremendously by notifying us of any inappropriate User Material you find by emailing feedback@Xillo.io (subject line: “Inappropriate User Material”).
- LINKED DESTINATIONS AND ADVERTISING
8.1 Third-Party Destinations. If we provide links or pointers to other websites or destinations, you should not infer or assume that Xillo operates, controls, or is otherwise connected with these other websites or destinations. When you click on a link within the Services, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. These Terms do not govern your use of another website or destination.
Xillo is not responsible for the content or practices of any website or destination other than the Xillo Site, even if it links to the Xillo Site and even if the website or destination is operated by a company affiliated or otherwise connected with Xillo. By using the Services, you acknowledge and agree that Xillo is not responsible or liable to you for any content or other materials hosted and served from any website or destination other than the Xillo Site.
Xillo, the Xillo logo, and other Xillo marks, graphics, logos, scripts, and sounds are trademarks of Xillo. None of the Xillo trademarks may be copied, downloaded, or otherwise exploited.
- UNSOLICITED SUBMISSIONS
It is Xillo’s policy to accept unsolicited submissions, including scripts, story lines, articles, fan fiction, characters, drawings, information, suggestions, ideas, or concepts. Xillo’s policy is to review any such submission. Therefore, any similarity between an unsolicited submission and any elements in any Xillo creative work, including a film, series, story, title, or concept, would be purely coincidental.
- DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY
WHILE WE DO OUR BEST TO PROVIDE THE OPTIMAL PERFORMANCE OF THE SERVICES, YOU AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, INCLUDING THE Xillo SITE, THE CONTENT, THE VIDEO PLAYER, THE FEATURES, USER MATERIAL, AND ANY OTHER MATERIALS CONTAINED ON OR PROVIDED THROUGH ANY ACCESS POINT OR COMPATIBLE DEVICE, ARE PROVIDED “AS IS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, Xillo DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE.
IN NO EVENT SHALL Xillo OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS (INCLUDING DISTRIBUTORS AND CONTENT PROGRAMMERS) (COLLECTIVELY, THE “Xillo PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SERVICES (INCLUDING ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN, OBTAINED ON, OR PROVIDED THROUGH ANY ACCESS POINT OR COMPATIBLE DEVICE), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE Xillo PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU TO Xillo FOR ACCESS TO YOUR SUBSCRIPTION IN THE 6 MONTHS PRECEDING THE CLAIM OR $50, WHICHEVER IS GREATER.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE Xillo PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OR YOUR USE OF THE SERVICES (INCLUDING YOUR USE OF THE CONTENT). Xillo RESERVES THE RIGHT, AT OUR OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.
- NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that any Content, User Material, or other material provided through the Services, including through a link, infringes your copyright, you should notify Xillo of your infringement claim in accordance with the procedure set forth below.
We will process each notice of alleged infringement that Xillo receives and take appropriate action in accordance with applicable intellectual property laws. A notification of claimed copyright infringement should be emailed to Xillo’s copyright agent at email@example.com (subject line: “DMCA Takedown Request”). You may also contact us by mail or phone at:
Attention: DMCA Designated Agent
651 N Broad Street, Suite 206,
Middletown, Delaware, 19709
To be effective, the notification must be in writing and contain the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Services that is reasonably sufficient to enable Xillo to identify and locate the material; (iv) how Xillo can contact you, such as your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and under penalty of perjury that you are authorized to act on behalf of the copyright owner or the owner of an exclusive right in the material. Emails sent to firstname.lastname@example.org for purposes other than communication about copyright infringement may not be answered.
Xillo has a policy of terminating repeat infringers in appropriate circumstances.
- ARBITRATION OF CLAIMS
PLEASE READ THIS CAREFULLY. WE WANT YOU TO KNOW HOW IT AFFECTS YOUR RIGHTS. If you have an issue with the Services, we encourage you to review our frequently asked questions or contact our customer service team through our Help Center at Xillo.io/help. In the event there is an issue that still requires attention, we want to make the resolution process as quick and efficient as possible. We also want to specify now what each of us should expect in order to avoid any confusion later. To that end, you and Xillo agree to first discuss any issue informally for at least 60 days before commencing an arbitration proceeding. To do that, please send your full name and contact information, your concern and your proposed solution by mail to us at: Xillo, Inc, 651 N Broad Street, Suite 206, Middletown, Delaware, 19709- Attn: Legal Department. If we would like to discuss an issue with you, we will contact you using the email address you provided when you registered for Xillo.
YOU AND Xillo AGREE TO ARBITRATE IN EACH OF OUR INDIVIDUAL CAPACITIES ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND EACH OF US EXPRESSLY WAIVES ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. No arbitration or proceeding can be combined with another without the prior written consent of you, Xillo, and any other parties to the arbitration or proceedings.
For your convenience, arbitration may be conducted in-person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Middletown, Delaware. Rather than force everyone to visit us in Delaware, if you can demonstrate that arbitration in Delaware would create an undue burden to you, you are free to initiate the arbitration in your home state. It is important that you understand that the arbitrator’s decision will be binding and final (except for a limited right of appeal under the U.S. Federal Arbitration Act) and may be entered as a judgment in any court of competent jurisdiction. Please note that nothing in this Section shall be construed as consent by Xillo to the jurisdiction of any other court with regard to disputes not covered by these Terms.
In accordance with the JAMS Rules, the party initiating the arbitration (either you or Xillo) is responsible for paying the filing fee. However, if the arbitrator issues you an award of damages and: (i) that award is greater than the amount of our last written settlement offer; or (ii) if we did not make a settlement offer, then in addition to paying for any JAMS Case Management Fees and all professional fees for the arbitrator’s services, we will reimburse you for the filing fees you incurred.
If you’re not sure what all of this means, of course please feel free to ask an attorney. Specifying what happens if an issue arises with one of our users is never a fun topic. But we pride ourselves on transparency and we thank you in advance for understanding why it’s important that you and Xillo agree on the process described in this Section.
- LIMITATION ON TIME TO BRING A CLAIM
- GENERAL INFORMATION
15.1 International Use. We are a company based in the United States and South Africa and offer our Services to users in the United States and South Africa. Xillo’s goal is to bring you as much Content as is legally available. That said, we are limited by the rights that our content programmers grant to us. Access to the Services from locations where Xillo does not have rights, that are not permitted by the terms of your subscription, or where Xillo does not make the Services available is prohibited.
15.2 Export Controls. Software and the transmission of applicable technical data, if any, in connection with the Services are subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.
15.3 Choice of Law and Forum. These Terms are governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to principles of conflicts of law. To the extent that the arbitration provision outlined in Section 13 is not applicable (e.g., when confirming an arbitration award), you and Xillo agree to submit to the exclusive jurisdiction of the courts located in Wilmington of the State of Delaware.
15.4 No Waiver/Reliance. If you see other parties violating these Terms, let us know at feedback@Xillo.io (subject line: “TOU Violation”). Xillo will determine if and how to respond. Xillo’s decision to delay exercising or enforcing any right or remedy under these Terms shall not constitute a waiver of such right or remedy with respect to any party. Even if Xillo acts in a way that appears to you to be inconsistent with these Terms, Xillo’s action shall not be deemed a waiver or constructive amendment of these Terms.
From time to time, we may communicate with you about the Services and these Terms electronically (e.g., emails to your registered email address, notices on the Xillo Site and other Access Points). You consent to receive electronic communications from Xillo and further agree that any notices, agreements, disclosures, and other communications that we send to you electronically will satisfy any applicable legal notification requirements. We recommend that you keep a copy of any electronic communications we send to you for your records.
15.6 Survival. The provisions of these Terms which by their nature should survive cancellation or deletion of your Account shall survive such cancellation or deletion.
Thank you for taking the time to read these Terms. By understanding and agreeing to follow these Terms, the experience will be better for all users. It is our goal to provide you with a first class user experience, so if you have any questions or comments about these Terms, please contact us at: legal@Xillo.io. Enjoy the Services!