1. Introduction
1.1. Our Purpose
Our services offer our users the ability to easily highly functional applications. As detailed below, we offer our users numerous tools and features for creating, publishing and use of digital services. The digital services created by Users are collectively referred to herein as (“User Platform(s)”).
1.2. Legal Agreement
These XTOPIA Terms of Use (“Terms of Use”), together with such additional terms which specifically apply to some of our services and features as presented on the XTOPIA website(s) (“XTOPIA Website”, and collectively – the “XTOPIA Terms”), all set forth the entire terms and conditions applicable to each visitor or user (“User” our “you”) of the XTOPIA Website, the XTOPIA mobile application (the “XTOPIA App”) and/or any other services, applications and features offered by us with respect thereto, except where we explicitly state otherwise (all services offered through the XTOPIA Website or the XTOPIA App, collectively – the “XTOPIA Services” or “Services”).
The Terms constitute a binding and enforceable legal contract between XIMNET MALAYSIA SDN BHD (developer of XTOPIA platform) and its affiliated companies and subsidiaries worldwide (“XTOPIA”, “us” or “we”) and you in relation to the use of any XTOPIA Services - so please read them carefully.
You may visit and/or use the XTOPIA Services and/or the XTOPIA App only if you fully agree to the XTOPIA Terms - and by using and/or registering to any of the XTOPIA Services, you signify and affirm your informed consent to these Terms of Use and any other XTOPIA Terms applicable to your use of any XTOPIA Services. If you do not read, fully understand and agree to the XTOPIA Terms, you must immediately leave the XTOPIA Website and avoid or discontinue all use of the XTOPIA Services.
By using our Services, you acknowledge that you have read our Privacy Policy available at https://www.xtopia.io/privacy-policy (“Privacy Policy”).
1.3. User Account
In order to access and use certain sections and features of the XTOPIA Services, you must first register and create an account with XTOPIA (“User Account”).
If anyone other than yourself accesses your User Account and/or any of your User Platforms’ settings, they may perform any actions available to you (unless as specifically stated otherwise on the XTOPIA Services), make changes to your User Platform(s) and User Account, and accept any legal terms available therein, make various representations and warranties and more – and all such activities will be deemed to have occurred on your behalf and in your name.
Therefore, we strongly encourage you to keep the log-in credentials of your User Account confidential, and allow such access only to people you trust - as you will be solely and fully responsible for all activities that occur under your User Account and/or User Platforms (including for any representations, warranties and undertakings made therein), whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities.
You must provide accurate and complete information when registering your User Account and using the XTOPIA Services, to which you are the sole and exclusive rights holder. We strongly encourage you to provide your own (or your company’s) contact and billing details, including your valid e-mail address, as we may use it to identify and determine the actual and true owner of the User Account and/or User Content (as defined below) submitted to us.
In case of a dispute on User Account ownership, we reserve the right to determine ownership to a User Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. However, if we cannot make such determination (as we may deem in our sole discretion), we reserve the right to avoid doing so and/or suspend a User Account until the parties disputing such ownership, reach a resolution, without liability to you or to any other party. We may request documentation (e.g. government-issued ID, a business license) that may assist us in determining ownership. Among others, we may consider the principles set forth below.
2. Your Obligations
2.1. You represent and warrant that:
2.2. You undertake and agree to:
2.3. You agree and undertake not to:
3. Content and Ownership
3.1. Your Intellectual Property
As between XTOPIA and you, you shall own all intellectual property pertaining to your User Content and to any other materials created by you, including to any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, code, interfaces, text and literary works. XTOPIA does not claim ownership rights on your content. For the sole purpose of granting you the service, You know and agree that we will need to access, upload and/or copy your User Content to our platform, including cloud services and CDN’s, to make display adjustments, to duplicate for backup and perform any other technical actions and/or uses required to perform our services, as we deem fit.
3.2. XTOPIA’s Intellectual Property
All rights, title and interest in and to the XTOPIA Services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the XTOPIA Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to XTOPIA.
Subject to your full compliance with the XTOPIA Terms and timely payment of all applicable Fees, XTOPIA hereby grants you, upon creating your User Account and for as long as XTOPIA wishes to provide you with the XTOPIA Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the XTOPIA Services and Licensed Content, for the purpose of generating and displaying your User Platform to End Users and offering your User Products (as defined below) therein, solely as expressly permitted under the XTOPIA Terms, and solely within the XTOPIA Services.
The XTOPIA Terms do not convey any right or interest in or to XTOPIA’s Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in the XTOPIA Terms constitutes an assignment or waiver of XTOPIA’s Intellectual Property rights under any law.
3.3. Feedback and Suggestions
If you provide us with any suggestions, comments or other feedback relating to the XTOPIA Services (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by XTOPIA. By providing such Feedback to XTOPIA, you acknowledge and agree that it may be used by XTOPIA in order to: (i) further develop, customize and improve of the XTOPIA Services, (ii) provide ongoing assistance and technical support, (iii) contact you with general or personalized XTOPIA -related notices and/or interview requests based on your feedback or otherwise, (iv) facilitate, sponsor and offer certain promotions, and monitor performance, (v) to create aggregated statistical data and other aggregated and/or inferred information, which XTOPIA may use to provide and improve its services, (vi) to enhance XTOPIA data security and fraud prevention capabilities, and (vii) to comply with any applicable laws and regulations. In addition, you (1) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (2) irrevocably assign to XTOPIA any right, title and interest you may have in such Feedback and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.
4. Privacy
Certain parts of the XTOPIA Services (including certain Third Party Services available therein) require or involve the submission, collection and/or use of certain personally identifying or identifiable information. In particular and as a part of accessing or using the XTOPIA Services, XTOPIA and such Third Party Services may collect, access and use certain data pertaining to Users and End Users, including the activities or navigation undertaken by Users and End Users through the XTOPIA Services and/or User Platforms. We encourage you to read our Privacy Policy and each such Third Party Services’ relevant policies on a regular basis, for a description of such data collection and use practices.
5. Service Fees
5.1. Paid Services
Certain parts of the XTOPIA Services (including certain Third Party Services available therein) require or involve the submission, collection and/or use of certain personally identifying or identifiable information. In particular and as a part of accessing or using the XTOPIA Services, XTOPIA and such Third Party Services may collect, access and use certain data pertaining to Users and End Users, including the activities or navigation undertaken by Users and End Users through the XTOPIA Services and/or User Platforms. We encourage you to read our Privacy Policy and each such Third Party Services’ relevant policies on a regular basis, for a description of such data collection and use practices. The use of certain XTOPIA Services may be subject to payment of particular fees, as determined by XTOPIA in its sole discretion (“Paid Services” and “Fee(s)”, respectively). XTOPIA will provide notice of such Fees then in effect in relation to such Paid Services. If you wish to receive or use such Paid Services, you are required to pay all applicable Fees in advance.
XTOPIA reserves the right to change its Fees at any time, upon notice to you if such change may affect your existing subscriptions. If you received a discount or other promotional offer, XTOPIA shall have the right to automatically and without notice renew your subscription to such XTOPIA Service(s) at the full applicable Fee.
All Fees shall be deemed to be in U.S. Dollars, except as specifically stated otherwise in writing by XTOPIA. To the extent permitted by law (and unless specified otherwise by XTOPIA in writing), all Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of the XTOPIA Services, or to any payments or purchases made by you. If XTOPIA is obligated to collect or pay Taxes for the Fees payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding Fees and will be reflected in the Invoice for such transaction. We recommend that you verify the existence of any additional fees you may be charged by third parties in connection with the purchase of Paid Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees or fees due to banks or credit card companies). XTOPIA is not responsible for any such additional fees or costs.
As part of registering or submitting information to receive Paid Services, you also authorize XTOPIA (either directly or through its affiliates, subsidiaries or other third parties) to request and collect payment and service fees (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries XTOPIA or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).
You must keep a credit card stored with XTOPIA to pay for your Paid Services (“Stored Card”). You will be able to identify your Stored Card by its last four digits as in your Account Settings Page.
XTOPIA and/or its affiliated companies will issue an invoice or credit memo for any payment of Fees or refund made to or by XTOPIA (“Invoice”). Each Invoice will be issued in electronic form and based on the country stated in your billing address, and will be made available to you via your User Account and/or by e-mail. For the purpose of issuing the Invoice, you may be required to furnish certain Personal Information (as such term is defined in the Privacy Policy) in order to comply with local laws. Please note that the Invoice presented in your User Account may be inadequate with your local law requirements, and in such case may be used for pro forma purposes only.
In order to ensure that you do not experience any interruption or loss of services, certain Paid Services include an automatic renewal option by default, according to which, unless you turn-off the auto-renewal option, such Paid Services will automatically renew upon the end of the applicable subscription period, for a renewal period equal in time to the original subscription period (excluding extended periods) and, unless otherwise notified to you, at the same price (subject to applicable Taxes changes and excluding any discount or other promotional offer provided for the first period) (“Renewing Paid Services”). For example, if the original subscription period for a Service is one month, each of its renewal periods (where applicable) will be for one month. Accordingly, where applicable, XTOPIA will attempt to automatically charge you the applicable Fees using the Stored Card, within up-to two (2) weeks before such renewal period commences. In the event of failure to collect the Fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect on a later time, and/or suspend or cancel your User Account, without further notice. If your Renewing Paid Service is subject to a yearly or multiple-year subscription period, XTOPIA will endeavor to provide you a notice prior to the renewal of such Paid Service at least thirty (30) days in advance of the renewal date.
By entering into this Agreement and by purchasing a Renewing Paid Service, you acknowledge and agree that the Renewing Paid Service shall automatically renew in accordance with the above terms.
If, at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees on your XTOPIA account (“Chargeback”), this will be considered as a breach of your payment obligations hereunder, and your use of the XTOPIA Services may be automatically disabled or terminated.
In the event a Chargeback is performed, your User Account may be blocked without the option to re-purchase or re-use it, and any data contained in such User Account, including any domains, applications and Third Party Services may be subject to cancellation and Capacity Loss.
Your use of the XTOPIA Services will not resume until you re-subscribe for any such XTOPIA Services, and pay any applicable Fees in full, including any fees and expenses incurred by XTOPIA and/or any Third Party Services for each Chargeback received (including Fees for XTOPIA Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).
If you have any questions or concerns regarding a payment made to XTOPIA, we encourage you to first contact our Customer Support team before filing a Chargeback or reversal of payment, in order to prevent the XTOPIA Services from being cancelled and your User Account being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the XTOPIA Services purchased (and charged-back) by you.
We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the User responsible for such Chargeback did in fact authorize the transaction and make use of the services rendered thereafter.
6. Cancellation
You may discontinue to use and request to cancel your User Account and/or any XTOPIA Services at any time, in accordance with the instructions available on the XTOPIA Services. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the XTOPIA Services, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services’ subscription period.
Notwithstanding anything to the contrary in the foregoing, with respect to subscriptions to Renewing Paid Services, such subscription will be discontinued only upon the expiration of the respective period for which you have already made payment. Please note that as the cancellation process may take a few days, in order to avoid the next automatic renewal and respective charge the cancellation request should be made at least fourteen (14) days prior to the expiration of the then-current service period.
Failure to comply with any of the XTOPIA Terms and/or to pay any due Fee shall entitle XTOPIA to suspend (until full payment is made) or cancel your User Account and User Platform (or certain features thereof), as well as the provision of any related XTOPIA Services (e.g., Paid Services) or Third Party Services to you.
If your User Account or any XTOPIA Services or Third Party Services related to your User Account are cancelled (whether at your request or at XTOPIA’s discretion), it may cause or result in the loss of certain content, features, or capacity of your User Account, including any User Content, End User data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services (“Capacity Loss”). XTOPIA shall not be liable in any way for such Capacity Loss, or for saving a backup of your User Account, User Content or End User data. Please also note that additional Fees may apply to re-activation of a User Account and/or any XTOPIA Services following their cancellation, as determined by XTOPIA in its sole discretion.
7. Third Party Services
The XTOPIA Services enable you to engage and procure certain third party services, products and tools for enhancing your User Platform and your overall user experience, including, without limitation, domain registrars from which you may purchase a domain name for your User Website, third party applications and widgets offered via the XTOPIA Website (including the XTOPIA App Market), third party Licensed Content, media distribution services, E-Commerce Payment Providers, sellers of tangible products, third party designers who may assist you with your User Platform, etc. (collectively, “Third Party Services”).
You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you (bundled or integrated within certain XTOPIA Services, offered separately by XTOPIA or persons certified or authorized by XTOPIA, or otherwise offered anywhere on the XTOPIA Services), XTOPIA merely acts as an intermediary platform between you and such Third Party Services, and does not in any way endorse any such Third Party Services, or shall be in any way responsible or liable with respect thereto. XTOPIA will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any Third party Services.
You acknowledge that such services may require the payment of additional amounts to XTOPIA and/or to the providers of such Third-Party Services.
Any and all use of such Third Party Services shall be done solely at your own risk and responsibility, and may be subject to such legal and financial terms which govern such Third Party Services, which you are encouraged to review before engaging with them.
If you use third parties' services, software or goods while using our Services, you declare that you act in compliance with their terms of use. For example, if you use YouTube while using the Services, you must comply with the applicable YouTube terms and its privacy policy as in the effective version as of the date of use of such services.
While we hope to avoid such instances, XTOPIA may, at any time and at its sole discretion, suspend, disable access to or remove from your User Account, User Platform(s) and/or the XTOPIA Services, any Third Party Services – whether or not incorporated with or made part of your User Account and/or User Platform(s) at such time – without any liability to you or to any End Users.
8. Misconduct and Copyrights
When using the XTOPIA Services, you may be exposed to User Platforms, User Content or Third Party Services from a variety of sources, which may be inaccurate, offensive, objectionable or illegal. You hereby waive any legal or equitable rights or remedies you have or may have against XTOPIA with respect thereto.
If you believe a User or any Third Party Services acted inappropriately or otherwise misused any of the XTOPIA Services, please immediately report such User and/or Third Party Service to us via email at [email protected]. You agree that your report shall not impose any responsibility or liability upon XTOPIA, and that XTOPIA may consider such report and act upon it, refrain from taking any such action or require additional information or documents before doing so, at its sole discretion.
XTOPIA acts in accordance with its interpretation of the Digital Millennium Copyright Act (“DMCA”). If you believe that your work has been copied or was otherwise used in a way that constitutes copyright infringement, you may notify us of such infringement via email at [email protected] or otherwise provide the following information in writing to our designated Copyright Agent: (1) the contact details of the person authorized to act on behalf of the owner of the copyright; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit XTOPIA to locate the material (including URL address); (4) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (5) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.
In the event that XTOPIA receives notice regarding a copyright infringement related to your User Platform or User Website, it may cancel your User Account, take your User Platform down or remove any Content in its sole discretion, with or without prior notice to you. In such case, you may file a proper counter-notice in accordance with Section 512 of the DMCA, in which you must include: (1) your full name, address, phone number and physical or electronic signature; (2) identification of the material and its location before removal; (3) a statement under penalty of perjury that the material was removed by mistake or misidentification; (4) your consent to an appropriate judicial body; and (5) any other information required under the relevant provisions of the DMCA. Any notices filed pursuant to this Section 9 may be deemed accepted, applicable and compliant with the DMCA, or not, at XTOPIA’s sole reasonable discretion. XTOPIA reserves the right to notify the person or entity providing the infringement notice of such counter-notice and provide any details included therein.
9. Disclaimer of Warranties
We provide the XTOPIA Services on an “As Is”, “with all faults” and “As Available” basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty – all to the fullest extent permitted by law. We specifically do not represent or warrant that the XTOPIA Services (or any part, feature or Content thereof) are complete, accurate, of any certain quality, reliable or secure in any way, suitable for or compatible with any of your (or your End Users’) contemplated activities, devices, operating systems, browsers, software or tools (or that they will remain as such at any time), or comply with any laws applicable to you or your End Users (including in any jurisdiction in which you operate), or that their operation will be free of any viruses, bugs or other harmful components or program limitations. Moreover, we do not endorse any entity, product or service (including any Third Party Services) mentioned on or made available via the XTOPIA Services – so please be sure to verify those before using or otherwise engaging them.
XTOPIA may, at its sole discretion (however it shall have no obligation to do so), screen, monitor and/or edit any User Platform and/or User Content, at any time and for any reason, with or without notice.
Notwithstanding anything to the contrary in the foregoing, in no circumstances may XTOPIA be considered as a “publisher” of any User Content, does not in any way endorse any User Content, and assumes no liability for any User Content uploaded, posted, published and/or made available by any User or any other party on and/or through the XTOPIA Services, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any User Content. Furthermore, XTOPIA shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing User Content you or any other party may encounter.
You acknowledge that there are risks in using the XTOPIA Services and/or connecting and/or dealing with any Third Party Services through or in connection with XTOPIA Services, and that XTOPIA cannot and does not guarantee any specific outcomes from such use and/or interactions, and you hereby assume all such risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such interactions. Such risks may include, among others, misrepresentation of information about and/or by Third Party Services and/or Licensed Content, breach of warranty and/or contract, violation of rights, and any consequent claims.
XTOPIA does not recommend the use of the XTOPIA Services for hosting of personal content and shall not bear any security or integrity obligations or risks regarding breach or damage to any such content.
Please note that certain XTOPIA Services are currently offered in their BETA version, and undergoing BETA testing. You understand and agree that certain XTOPIA Services may still contain software bugs, suffer disruptions and not operate as intended or designated. Your use of the XTOPIA Services at this BETA stage signifies your agreement to participate in such XTOPIA Services’ BETA testing.
10. Limitation of Liability
To the fullest extent permitted by law in each applicable jurisdiction, XTOPIA, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to you for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from (1) errors, mistakes, or inaccuracies of or in any content; (2) any personal injury or property damage related to your use of the XTOPIA Services; (3) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (4) any interruption or cessation of transmission to or from the XTOPIA Services; (5) the use or display of any Content or User Content posted, emailed, transmitted, or otherwise made available via the XTOPIA Services; (6) events beyond the reasonable control of XTOPIA, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or (7) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of XTOPIA Services.
You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for XTOPIA’s services to you, and such limitations will apply even if XTOPIA has been advised of the possibility of such liabilities.
11. Indemnity
You agree to defend, indemnify and hold harmless XTOPIA, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from: (1) your violation of any term of these Terms of Use or any other XTOPIA Terms; (2) your violation of any third party right, including any copyright, access rights, property, or privacy right, resulting from your User Platform or User Content and/or your use of the XTOPIA Services, including, without limitation, XTOPIA Services’ actions for your benefit; and/or (3) any other type of claim that your User Platform and/or User Content caused damage to a third party.
12. General
XTOPIA reserves the right to change, suspend or terminate any of the XTOPIA Services (or any features thereof, or prices applicable thereto), and/or cancel your access to any of the XTOPIA Services (including removal of any materials created by you in connection with the XTOPIA Services) for any reason and/or change any of the XTOPIA Terms with or without prior notice - at any time and in any manner.
You agree that XTOPIA will not be liable to you or to any third party for any modification, suspension or discontinuance of those XTOPIA Services.
If any such changes involve the payment of additional Fees, we will provide you with a notice of such Fees prior to enabling such specific changes. If you fail or refuse to pay such Fees, we may (at our sole discretion) cancel your User Accoun continue to support your then-current XTOPIA Services without enabling such changes, or provide you with alternative Services.
The XTOPIA Terms, the rights and remedies provided hereunder, and any and all claims and disputes related hereto and/or to the XTOPIA Services, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to the XTOPIA Terms, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the internal substantive laws of the Malaysia, without respect to its conflict of laws principles.
Any and all such claims and disputes shall be brought in, and you hereby consent to them being decided exclusively by, a court of competent jurisdiction located Malaysia.
Subject to any applicable law, all disputes between you and XTOPIA shall only be resolved on an individual basis and you shall not have the right to bring any claim against XTOPIA as a plaintiff or a member of a class, consolidated or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others).
We may provide you with notices in any of the following methods: (1) via the XTOPIA Services, including by a banner or pop-up within the XTOPIA Website, User Account or elsewhere; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number or physical address you provided us. XTOPIA’s notice to you will be deemed received and effective within twenty four (24) hours after it was published or sent through any of the foregoing methods unless otherwise indicated in the notice.
The XTOPIA Terms, and your use of the XTOPIA Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between XTOPIA and you.
These Terms of Use, together with the XTOPIA Terms and any other legal or fee notices provided to you by XTOPIA, shall constitute the entire agreement between you and XTOPIA concerning the subject matter hereof or thereof, and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between XTOPIA and you, including those made by or between any of our respective representatives, with respect to any of the XTOPIA Services. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of XTOPIA in entering into any of the XTOPIA Terms.
XTOPIA may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the XTOPIA Services and/or Licensed Content to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of XTOPIA. Any attempted or actual assignment thereof without XTOPIA’s prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section 15.6 shall not in itself grant either XTOPIA or you the right to cancel any XTOPIA Services or Third Party Services then in effect.
If any provision of the XTOPIA Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No Waiver of any breach or default of any of the XTOPIA Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.
These Terms of Use were written in English. If a translated (non-English) version of these Terms of Use conflicts in any way with their English version, the provisions of the English version shall prevail.
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