Terms & Conditions

THE FOLLOWING TERMS AND CONDITIONS OF USE (hereinafter “Terms of Use”) GOVERN YOUR USE OF THE XCITEKSOLUTIONSPLUS WEB SITE (the “XSP Site). BY USING THE XSP SITE, YOU SIGNIFY YOUR ASSENT TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, DO NOT USE THE XSP SITE!

XcitekSolutionsPlus may revise and update these Terms of Use at anytime. Your continued usage of the XSP Site will mean you accept those changes.

THE XSP SITE DOES NOT PROVIDE LEGAL ADVICE. The contents of the XSP Site, such as text, graphics, images, or information from XcitekSolutionsPlus or obtained by XcitekSolutionsPlus for use on this site, and other material contained on the XSP Site (the “Content”) is for informational purposes only. The Content is not intended to be a substitute for professional legal or financial advice.

RESTRICTIONS ON USE OF CONTENT

XcitekSolutionsPlus authorizes and grants each user a non-exclusive, non-transferable, limited license to view, access or download a single copy of the Content on the XSP Site solely for your professional business use, provided, however, that professional business use is limited to use in the research of corporate actions automation solutions or other standard activities for which this service was intended. Under no circumstances can the Content be redistributed, retransmitted, resold or otherwise transferred.

The Content is protected by copyright under both United States and foreign laws. Title to the Content on the XSP Site shall remain with XcitekSolutionsPlus or its contributors. Any use of the Content not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. Content and features are subject to change or termination without notice in the editorial discretion of XcitekSolutionsPlus. All rights not expressly granted herein are reserved to XcitekSolutionsPlus and its contributors (if any).

If you violate any of these Terms of Use, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content.

XcitekSolutionsPlus may discontinue or alter any aspect of the XSP Site, including, but not limited to, (i) restricting the time the XSP Site is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user’s right to use the XSP Site, at their sole discretion and without prior notice or liability.

YOU SHOULD BE AWARE THAT, IN ORDER TO PROTECT ITS RIGHTS UNDER THESE TERMS OF USE, XCITEKSOLUTIONSPLUS MAY ENFORCE ITS POLICY TO TERMINATE A USER’S RIGHT TO USE THE XSP SITE, IF, IN ITS SOLE DISCRETION, XCITEKSOLUTIONSPLUS IDENTIFIES OR SUSPECTS EXCESSIVE OR ABUSIVE USE. NOTWITHSTANDING THE FOREGOING, NO SUBSCRIBER WILL BE DEEMED TO BE IN VIOLATION OF THIS PROVISION UNLESS SUCH SINGLE USER LICENSE USE EXCEEDS THE NUMBER OF ACCESSES THAT EQUATES TO 1 ACCESS PER DOLLAR PAID FOR THE SUCH SUBCRIPTION.

You are responsible for all charges associated with connecting to the XSP Site through an available access number. You are also responsible for obtaining or providing all access lines, telephone and computer equipment (including modem), or other device, necessary to access the XSP Site.

In order to permit XcitekSolutionsPlus to protect the quality of its products and services, you hereby consent to XcitekSolutionsPlus employees being able to access your account and records on a case-by-case basis to investigate complaints or other allegations or abuse. XcitekSolutionsPlus shall not disclose the existence or occurrence of such an investigation unless required by law.

REGISTRATION (future feature)

If you elect to register on the XSP Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the XSP registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it accurate. If you provide any information that is untrue, inaccurate, or incomplete, or XcitekSolutionsPlus has reasonable grounds to suspect that such is the case, XcitekSolutionsPlus has the right to suspend or terminate your account and refuse any and all current or future use of the XSP Site (or any portion thereof).

You acknowledge that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Content originated. This means that you are entirely responsible for all Content posted, e-mailed or otherwise transmitted by you via the XSP Site. XcitekSolutionsPlus does not control all of the Content posted via the XSP Site and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the XSP Site, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will XcitekSolutionsPlus be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, e-mailed or otherwise transmitted via the XSP Site.

It is our policy to respect the privacy of all users. Therefore, in addition to the terms and conditions of our Privacy Policy, we will not monitor, edit, or disclose the contents of a user or member e-mail unless required in the course of normal maintenance of the XSP Site and its systems or unless required to do so by law or in the good-faith belief that such action is necessary to: (1) comply with the law or comply with legal process served on or XcitekSolutionsPlus; (2) protect and defend the rights or property of XcitekSolutionsPlus or its contributors (if any); or (3) act in an emergency to protect the personal safety of our users or the public. You shall remain solely responsible for the content of your messages.

LINKS TO OTHER SITES

The XSP Site may provide links to other World Wide Web sites or resources. Because XcitekSolutionsPlus has no control over such sites and resources, you acknowledge and agree that XcitekSolutionsPlus is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that XcitekSolutionsPlus shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

LIABILITY OF XCITEKSOLUTIONSPLUS, ITS CONTRIBUTORS AND DISTRIBUTORS

The use of the XSP Site and the Content is at your own risk.

When using the XSP Site, information will be transmitted over a medium beyond the control and jurisdiction of XcitekSolutionsPlus, its contributors and distributors (if any). Accordingly, XcitekSolutionsPlus, its contributors and distributors assume no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of the XSP Site.

XcitekSolutionsPlus uses diligent efforts to maintain the XSP Site, but XcitekSolutionsPlus, its contributors and distributors are not responsible for any defects or failures associated with the XSP Site or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures. In addition, XcitekSolutionsPlus, its contributors and distributors make no guarantees as to the sites and information located worldwide throughout the Internet to which you may access as a result of the use of the XSP Site, including as to: (i) the accuracy, currency, content, or quality of any such sites and information, or (ii) whether any search using the XSP Site may locate unintended and objectionable content.

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

THE XSP SITE IS PROVIDED ”AS IS”AND YOU USE IT AT YOUR SOLE RISK. XCITEKSOLUTIONSPLUS, ITS CONTRIBUTORS AND DISTRIBUTORS, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS. WITHOUT LIMITATION, XCITEKSOLUTIONSPLUS, ITS CONTRIBUTORS AND DISTRIBUTORS MAKE NO WARRANTY THAT THE XSP SITE WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE XSP SITE WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE XSP SITE WILL MEET YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE XSP SITE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM XCITEKSOLUTIONSPLUS PERSONNEL OR THROUGH THE XSP SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT XCITEKSOLUTIONSPLUS, ITS CONTRIBUTORS AND DISTRIBUTORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF XCITEKSOLUTIONSPLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE XSP SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE XSP SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE XSP SITE; OR (v) ANY OTHER MATTER RELATING TO THE XSP SITE. IN NO EVENT SHALL XCITEKSOLUTIONSPLUS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND ACCOUNT. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR UNDER YOUR ACCOUNT. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, XCITEKSOLUTIONSPLUS, ITS CONTRIBUTORS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES) ARISING FROM YOUR USE OF THE XSP SITE, YOUR VIOLATION OF THE TERMS AND CONDITIONS OR YOUR INFRINGEMENT, OR INFRINGEMENT BY ANY OTHER USER OF YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. YOU AGREE TO IMMEDIATELY NOTIFY XCITEKSOLUTIONSPLUS OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU.

GOVERNING LAW AND OTHER MISCELLANEOUS TERMS

You expressly agree that exclusive jurisdiction for any dispute with XcitekSolutionsPlus, or its Contributors, in any way relating to your use of the XSP Site, resides in the courts of the State of New York and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of New York in connection with any such dispute including any claim involving the above or their affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, content providers and distributors. These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law.

If any provision of these Terms of Use shall be found to be unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

COMPLETE AGREEMENT

This is the entire agreement between you and XcitekSolutionsPlus relating to the subject matter herein and shall not be modified by you except in writing, signed by both parties. These Terms of Use will inure to the benefit of XcitekSolutionsPlus’ successors, assigns and licensees. Your use of the XSP Site is also subject to XcitekSolutionsPlus’ Privacy Policies.

WAIVER

No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

TRADEMARK INFORMATION

XSP and eTRAN are registered trademarks of XcitekSolutionsPlus, LLC. Patent Pending.

Without XcitekSolutionsPlus’ prior permission, you agree not to display or use, in any manner, trademarks or logos of XcitekSolutionsPlus. Additionally, the logos of XcitekSolutionsPlus contributors, if any (the “Contributor Marks”) are trademarks of such contributors. Without such contributor’s prior written permission, you agree not to display or use, in any manner, the Contributor Marks.

Please report any violations of the Terms of use to XcitekSolutionsPlus, LLC via post or e-mail at dburell@xsp.com.