The Xenovus websites and services are provided by Xenovus, Inc. ("Xenovus," "we," "us," or "our"). These Terms of Service (the "Terms") govern your ("you," "your," or "user") access to and use of Xenovus and its affiliated websites, as well as the related applications and services we offer now and in the future as they become available (collectively, the "Services"). This includes, but is not limited to, services under the "Backflipt™" brand and the "Backflipt™" applications and services accessible via our website, Google Play™, or the Apple iTunes App Store (collectively, the "Backflipt™" or the "Services").
Please read these Terms of Service (the "Terms") carefully before accessing or using the Websites or Services. By using the Services or accessing the Xenovus websites, you acknowledge and agree to: (i) these Terms and (ii) the Xenovus Privacy Policy, available at http://www.xenovus.com/privacy. If you are using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and confirm that you have the authority to bind the organization to these Terms. In such cases, "you" and "your" will refer to the organization and its related users. You may use the Services only in accordance with these Terms and if you have the legal authority and capacity to enter into a contract with Xenovus.
If you do not agree to these Terms or the Privacy Policy, do not access the websites or use the Services. Xenovus may introduce new services or features through the websites from time to time, and such services will be subject to these Terms. Xenovus reserves the right to modify these Terms at any time. We recommend periodically checking this website for updates. The websites and Services are available only to individuals who are at least 18 years old.
If you have entered into or are subject to an agreement with Dropbox, Box, or any other third party for non-Backflipt™ services (such as email services, Facebook, LinkedIn, Google, Twitter, etc.) ("Third Party Services"), from which you authorize us to import your contacts, archived emails, or other data, or export data ("Third Party Services Agreement"), such agreements shall not apply to Xenovus or Backflipt™. Backflipt™ shall not be considered a service, product, or part of any service or product under any Third Party Services Agreement, unless expressly agreed to in writing by Xenovus.
Some portions of our Services may be accessible without registration, while certain features are available only to registered users. By using the Services, you agree to: (a) provide accurate, current, and complete information about yourself as prompted by any registration forms on the Services ("Registration Data"); (b) maintain the security of your identification; (c) promptly update your Registration Data and any other information you provide to ensure it remains accurate, current, and complete; and (d) take full responsibility for all account activity and any actions performed using your account.
If you register on our website for a free trial of Backflipt™, we will provide one or more services to you on a trial basis, free of charge, until the earlier of: (a) the end of the free trial period for which you registered; (b) the start date of any purchased service subscriptions for Backflipt™; or (c) the date you unsubscribe from the Service. Additional trial terms and conditions may be displayed on the trial registration page. Such additional terms are incorporated into these Terms by reference and are legally binding.
IF YOU CHOOSE TO USE Backflipt™ DURING THE TRIAL PERIOD AND DO NOT PURCHASE A SUBSCRIPTION BEFORE IT ENDS, YOUR TRIAL SUBSCRIPTION WILL EXPIRE AT THE END OF THE TRIAL PERIOD AND WILL NOT AUTO-RENEW. ANY DATA ENTERED INTO Backflipt™ OR RECEIVED BY YOU DURING YOUR USE, ALONG WITH ANY CUSTOMIZATIONS MADE DURING THE TRIAL PERIOD, WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION BEFORE THE TRIAL PERIOD CONCLUDES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DURING THE FREE TRIAL, Backflipt™ SERVICES ARE PROVIDED "AS-IS," "AS-AVAILABLE," WITHOUT ANY WARRANTY OR SUPPORT WHATSOEVER.
In order to use Backflipt™, you must link a third-party email account and supported sync and share services, such as Dropbox, Box, and other applications, to your Backflipt™ account. You will also have the option to import and update your calendar and contacts and later choose to upload files or provide comments through Backflipt™. This data, along with any electronic data and information submitted by or for you to Backflipt™, including data submitted through third-party applications or collected and processed using Backflipt™ (excluding information obtained by us from content licensors, publicly available sources, or otherwise provided by us to you in connection with Backflipt™), is referred to as "Your Data."
You own Your Data and may request its deletion at any time, unless it has been shared with others who have not deleted it, or it was copied or stored by other users while displayed by you through the Services. Your Data will be deleted automatically 30 days after the trial or premium period ends.
To host your information within Backflipt™ and provide the associated benefits, you may need to provide us with your login credentials for certain third-party platforms ("Third Party Login Credentials"). By doing so, you authorize us to use those credentials to incorporate data from those platforms into Your Data within our Services.
If you install or enable any third-party application (e.g., Slack, O365, Google, Dropbox, Box) for use with Backflipt™, you grant us permission to allow the provider of that application to access Your Data as necessary for its integration with the Backflipt™ Service. We are not responsible for any disclosure, modification, or deletion of Your Data caused by access from a third-party application.
You grant Xenovus a worldwide, perpetual license to host, copy, transmit, and display Your Data as necessary for Xenovus to provide Backflipt™ Services in accordance with these Terms. Additionally, you grant Xenovus a royalty-free, perpetual, worldwide, transferable, and sub-licensable license to transfer Your Data to third-party service providers utilized by Xenovus in delivering Backflipt™.
These licenses include all necessary rights to incorporate Your Data into Backflipt™ Indexed Content, as defined in our Privacy Policy. By accepting these Terms, you authorize Xenovus to incorporate Your Data into such Indexed Content. If a licensor requires us to remove Indexed Content, or if we receive information that Indexed Content provided to you may violate applicable laws or third-party rights, we may notify you. In such cases, you must promptly remove the Content from your systems.
You represent and warrant that you have the right to provide us with Your Data and to allow us to use and disclose it as authorized by these Terms and our Privacy Policy. You are solely responsible for your conduct, the content of Your Data, and your communications with others while using the Services. For example, it is your responsibility to ensure that you have all necessary rights and permissions to comply with these Terms and avoid infringing or violating the rights of others.
You are also responsible for ensuring your users comply with these Terms. You agree to use commercially reasonable efforts to prevent unauthorized access to or use of the Services and to notify us promptly of any such unauthorized access or use.
You acknowledge that Xenovus is under no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety, or legality of Your Data or any other information or content accessible through the Services.
Subject to the limited exceptions outlined in our Privacy Policy, all of Your Data remains visible only to you unless you choose otherwise. However, the Services allow you to share Your Data with others. If you choose to share Your Data, Xenovus is not responsible for how others use it. Therefore, please carefully consider what you share and with whom you share it.
We will maintain administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Your Data as outlined in our Privacy Policy. However, we do not guarantee that Your Data will be free from loss, theft, misuse, or unauthorized access, disclosure, alteration, or destruction. You acknowledge that it is your responsibility to use a secure, encrypted connection when transmitting Your Data to us and to maintain backup copies of Your Data. Additionally, you are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of Backflipt™ when not in use.
Payments. If you purchase any services we offer for a fee, whether on a one-time or subscription basis ("Premium Services"), you agree that Xenovus or its third-party payment processor may store your payment card information. You also agree to pay all applicable fees for the Premium Services in a timely manner, including periodic fees for premium accounts, along with any related taxes.
Except as otherwise specified herein: (a) fees are based on Services purchased, not actual usage; (b) payment obligations are non-cancelable, and fees paid are non-refundable; and (c) quantities purchased cannot be reduced during the relevant subscription term.
Our fees do not include taxes, levies, duties, or similar governmental assessments of any kind, including, but not limited to, value-added, sales, use, or withholding taxes imposed by any jurisdiction. You are responsible for paying all taxes associated with your purchases.
You also agree that your purchases are not contingent on the delivery of any future functionality or features, nor dependent on any oral or written public statements made by us regarding future functionality or features.
Some parts of our Service require you to download a client software package ("Software"). Subject to these Terms, Xenovus grants you a personal, limited, nonexclusive, nontransferable, nonsublicensable, and revocable license to use the Software solely to access the Services, subject to all limitations and conditions specified in these Terms. This license will be automatically revoked if you violate these Terms. We reserve all rights not explicitly granted in these Terms.
You are not authorized to, and must not attempt to, reverse engineer the Software or assist others in doing so. However, this restriction does not prohibit reverse engineering for interoperability in the European Union where such a restriction is prohibited by European Union law. The Services may automatically update the Software on your device when a new version becomes available.
Subject to the limited rights expressly granted herein, our licensors and we reserve all rights, title, and interest in and to Backflipt™ and the Software, including all related intellectual property rights. No rights are granted to you under these Terms other than those expressly stated.
We appreciate feedback from our users; however, please note that we, or authorized third parties, may use any feedback, comments, or suggestions you post in our forums or provide to us in any manner, without any obligation to you.
Backflipt™ respects the intellectual property rights of others and expects you to do the same. We will respond to notices of alleged copyright infringement that comply with applicable laws and are properly submitted to us. Without limiting our other rights, we may delete or disable access to content alleged to infringe copyrights and terminate accounts of repeat infringers.
Any notice of alleged copyright infringement on the Services or websites should be sent to: Xenovus, Inc.
Attn: Legal Department
4633 Old Iron Sides #404, Santa Clara, CA, 94054
The Services may include links to third-party websites or resources. We do not endorse and are not responsible for their accuracy, availability, content, products, services, or any other aspect. You are solely responsible for your use of such websites or resources.
Additionally, if we provide any software under an open-source license, the terms of that license may override these Terms where conflicts exist, but only with respect to the code governed by the open-source provisions.
User Conduct. The Services are intended for your personal, noncommercial use only. Information and other content within the Services may be protected by the intellectual property rights of others. You must not copy, upload, download, or share files unless you have the legal right to do so.
You are solely responsible for any content you copy, share, post, upload, download, or otherwise use while utilizing the Services. By using the Services, you represent, warrant, and agree that Your Data or information shared through your account, or otherwise shared by you on or through the Services, will not:
Violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights.
Violate any law or be used in furtherance of any such violation.
Contain libelous, defamatory, or otherwise unlawful material.
You may stop using our Services at any time. We reserve the right to suspend, terminate, or modify the Services, either generally or specifically for you, in whole or in part, at any time, with or without cause, and with or without notice, without incurring any liability. We may also delete any content or data from the Services at our discretion.
Without limitation, we may suspend or terminate your access to the Services if you fail to comply with these Terms, use the Services in a manner that may cause us legal liability, disrupt others' use of Backflipt™, or harm our business or reputation. You acknowledge that if your access to the Services is suspended or terminated, you may lose access to Your Data stored within the Service.
All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, rights in Data you share with other users, warranty disclaimers, indemnity, and limitations of liability.
Backflipt™ and the Software are subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). You agree not to import, export, re-export, transfer, or otherwise use the Software or Backflipt™ in violation of these laws and regulations. This includes refraining from:
Any unauthorized dealings involving a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, and Syria).
Engaging with any party included on restricted person lists, such as the OFAC Specially Designated Nationals List or the Commerce Department's Denied Persons List or Entity List.
Activities related to the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons.
By using the Software or Services, you represent and warrant that you are not located in any such country or on any such restricted list. Additionally, if you or your organization's users provide us with personal data relating to any resident outside the Approved End User Locations, whether as Your Data or otherwise, you represent and warrant that you have obtained the necessary rights and consents to provide such information to us for processing as part of Backflipt™.
You agree not to engage in any activity that would cause Xenovus to violate these laws and regulations. Furthermore, you agree to indemnify Xenovus for any fines, penalties, or liabilities it incurs as a result of your failure to comply with this provision or any other provision of these Terms.
You are solely responsible for maintaining and protecting Your Data. We are not responsible for any loss or corruption of Your Data, nor for any costs, fees, or expenses associated with backing up or restoring Your Data.
If any information related to your account changes, you must promptly notify us and ensure your information remains up to date. The Services are not intended for use by individuals under 18 years of age. By agreeing to these Terms, you confirm that you are over 18.
We reserve the right to investigate possible violations of these Terms, block users from accessing the Websites and Services, and refer matters to law enforcement authorities for further
We reserve the right to investigate potential violations of these Terms, block users from accessing the Websites and Services, and refer matters to law enforcement authorities for further investigation. We may also disclose information to third parties in accordance with our Privacy Policy, available at http://www.xenovus.com/privacy.
We reserve the right to use any legal means we deem appropriate to monitor your compliance with these Terms and to prevent unauthorized access to or use of the Services. This may include, but is not limited to, implementing technological barriers, I.P. mapping, and contacting your Internet Service Provider (ISP) regarding unauthorized use.
Disclaimer of Warranties. We strive to provide an excellent service; however, except as expressly stated herein, Xenovus does not provide any warranties of any kind.
The Xenovus Services, your Xenovus account, and all associated information and content are provided on an "as is" and "as available" basis. Xenovus, its parent company, subsidiaries, affiliates, third-party data providers, and mobile application distributors (collectively, the "Xenovus Parties") make no warranties, representations, or conditions, whether express, statutory, or implied, regarding:
The Xenovus Parties disclaim all express, statutory, or implied warranties, including, but not limited to, implied warranties of merchantability, merchantable quality, durability, fitness for a particular purpose, and non-infringement. No advice or information, oral or written, obtained from Xenovus or through its Services, creates any warranty, representation, or condition not expressly stated herein.
The Xenovus Parties are not liable for any loss or damage resulting from your use of the Xenovus Services or the information and content available through them. Your use of the Xenovus Services is entirely at your own risk. This includes, but is not limited to, lost revenue or profits, loss of data, or damage to your computer from viruses downloaded while using the Services.
The Xenovus Parties also disclaim liability for any loss or damage arising from your communications or interactions with businesses, advertisers, or users listed on the Xenovus Services.
You acknowledge that Xenovus has no affiliation with these businesses, advertisers, or users. Your communications or dealings with them are solely between you and them, although Xenovus reserves the right to monitor disputes.
Some jurisdictions do not allow the exclusion of certain warranties, limitations, or exclusions on implied warranties, or restrictions on the duration of implied warranties. In such cases, the above limitations apply to the fullest extent permitted under applicable law.
Xenovus has no obligation to verify the identities of those registering to use its Services or to monitor other users’ activities. Therefore, Xenovus disclaims all liability for identity theft or misuse of your identity or information by third parties.
Xenovus does not guarantee the delivery of any messages, such as user-generated content, sent through the Services.
The Xenovus Services may contain hyperlinks to third-party websites ("Third Party Sites"). Xenovus assumes no responsibility for and has no control over the information or content on these sites. The Xenovus Parties disclaim all liability for your use of Third Party Sites.
To the fullest extent permitted by law, in no event will the Xenovus Parties be liable for:
(a) indirect, special, incidental, punitive, exemplary, reliance, or consequential damages;
(b) loss of profits;
(c) business interruption;
(d) loss of or damage to reputation; or
(e) loss of information or data,
regardless of the legal theory and whether or not Xenovus has been warned of the possibility of such damages, even if a remedy fails of its essential purpose.
The Xenovus Parties' maximum aggregate liability to you for any cause whatsoever, regardless of the form of action (including negligence, breach of contract, misrepresentation, or any other reason), will always be limited to the greater of:
(i) the amount paid by you to Xenovus, if any, in connection with the Site and Services in the twelve (12) months prior to the action giving rise to liability, or
(ii) $10.00 USD.
General Representation and Warranty.
You represent and warrant that:
(a) Your use of the websites and Services will fully comply with the Privacy Policy, these Terms, and all applicable laws and regulations. This includes, without limitation, local laws and regulations in your country, state, city, or other governmental jurisdiction regarding online conduct and acceptable content, as well as laws governing the transmission of technical data exported from the United States or the country where you reside.
(b) Your use of the websites and Services will not infringe or misappropriate the intellectual property rights of any third party.
Indemnification. You agree to indemnify and hold harmless Xenovus, its contractors, licensors, affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, and expenses, including attorneys' fees, arising from your use of the websites and Services, including, but not limited to, any violation of these Terms.
Changes. Xenovus reserves the right, at its sole discretion, to modify or replace any part of these Terms. It is your responsibility to review these Terms periodically for updates. Your continued use of or access to the websites or Services after any changes are posted constitutes your acceptance of those changes. If you do not agree to the new Terms, you must discontinue use of the Services and websites once the changes take effect.
These Terms, along with the use of the Services and Software, will be governed by the laws of California, excluding its conflict of laws principles. Any claims arising out of or related to these Terms, the Services, or the Software must be litigated exclusively in the federal or state courts located in Santa Clara, California. Both parties consent to the venue and personal jurisdiction of these courts.
These Terms constitute the entire and exclusive agreement between you and Xenovus regarding the Services and supersede all prior agreements, terms, and conditions related to the Services. These Terms do not create any third-party beneficiary rights.
Our failure to enforce any provision of these Terms does not waive our right to enforce it later. If any provision is found to be unenforceable, the remaining provisions will remain in full effect, and a valid provision will be substituted to reflect our original intent as closely as possible.
You may not assign any of your rights under these Terms, and any attempt to do so will be void. We may assign our rights and obligations under these Terms, without notice, to any of our affiliates, subsidiaries, or successors in interest to the business or assets associated with the Services.
Unless otherwise specified in these Terms, all legal notices related to Backflipt™ should be directed to:
Backflipt™, Attn: Legal Department
Xenovus, Inc.
4633 Old Ironsides Drive, #404
Santa Clara, CA 94054