Terms and Conditions
These Terms and Conditions (the “Website Terms and Conditions”) govern your use of the Websites, your receipt of any premium or subscription-based services and information made available through the Websites, and your use of any demonstrations or versions of products available through the Websites (collectively, the “Services”). The Websites are provided by Xentel Technologies, or their respective affiliates (collectively, ” Xentel Technologies,” also referred to as “we” or “us”), and these Website Terms and Conditions constitute an agreement between you and Xentel Technologies. Some of the services, information and products available from Xentel Technologies or third parties through the Websites may also be governed by additional agreements. To the extent that there is any conflict between these Website Terms and Conditions and any separate written agreement you have executed or otherwise entered into with Xentel Technologies regarding any premium or subscription-based services or information available through the Websites, the terms of such separate agreement shall control.
Please read these Website Terms and Conditions carefully; they impose legal obligations on you and govern your relationship with us. By accessing any of the Websites or using the Services, you are acknowledging that you have read and understood these Website Terms and Conditions and agree, without limitation or qualification, to be legally bound by, and to comply with, them.
In addition, if you register as a user (a “Subscriber”) of any of the features of our Websites or Services offered through our Websites, during the registration process you may be prompted to click an “I Accept,” “Submit” or similar button; your clicking on such button will further confirm your agreement to be legally bound by these Website Terms and Conditions and any additional terms and conditions of service that we may present to you at that time.
2.0 Forward Looking Statements
The Websites may contain forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include any statements regarding our future financial performance, future operating results or our plans or expectations for our company and our business. These statements are based on management’s current expectations and beliefs and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. For further information on risk factors affecting our company and our business, please refer to our most recent annual, quarterly and other (e.g. Form 8-K) reports filed with the Securities and Exchange Commission.
3.0 Conditions on Participation
You may use the Services only if:
(i) you are eighteen (18) years of age or older and are of the age of consent in your jurisdiction;
(ii) your use of the Services will not violate any law in any applicable jurisdiction, including, but not limited to, United States export controls;
(iii) you do not engage in any conduct that will impede, impair or interfere with the functioning of the Services; and
(iv) you agree to be bound by and abide by all of the provisions of these Website Terms and Conditions.
You acknowledge and agree that Xentel Technologies may terminate your access to the Websites and the Services should you fail to comply with the Terms and Conditions. Any such termination shall be in Xentel Technologies’s sole discretion and may occur without prior notice, or any notice. Xentel Technologies further reserves the right to terminate any user’s access to the Websites or the Services for any conduct or activity that Xentel Technologies, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to Xentel Technologies, or for any conduct or activity that violates any local, state, federal, or foreign laws or regulations. Xentel Technologies further reserves the right to terminate any user’s access to the Websites or Services for any reason or for no reason at all, in Xentel Technologies’s sole discretion, without any prior or other notice.
4.0 Purpose of Services and Websites
The Services and Websites are made available solely as a convenience to you for general informational purposes.
5.0 Disclaimer regarding Content
Xentel Technologies cannot and does not represent or guarantee that any of the information available through the Services or Websites is accurate, reliable, current, complete or appropriate for your needs. Various information available through the Services or Websites may be provided by parties with whom Xentel Technologies has no relationship (or no relationship other than one established through these Terms and Conditions). Some other information available through the Services or Websites may be specially obtained by Xentel Technologies from professional businesses or organizations, such as exchanges, news providers, market data providers and other content providers (e.g., the New York Stock Exchange, NASDAQ, New York Mercantile Exchange and Dow Jones), who are believed to be sources of reliable information (collectively, the “Data Providers”). Nevertheless, due to various factors — including the inherent possibility of human and mechanical error — the accuracy, completeness, timeliness, results obtained from use, and correct sequencing of information available through the Services and Websites are not and cannot be guaranteed by Xentel Technologies.
6.0 Ownership of Information; Downloading of Materials; Retransmission and Redistribution of Data
Unless otherwise noted, all right, title and interest in and to the Websites, and all information made available through the Websites or the Services, in all languages, formats and media throughout the world, including all copyrights and trademarks therein, are and shall continue to be the exclusive property of Xentel Technologies, its affiliates or its Data Providers. To the extent that the Websites or the Services contain information from third parties pursuant to rights granted as a matter of law (such as principles of “fair use”), Xentel Technologies owns all right, title, and interest (including copyright), in all languages, formats and media throughout the world, in the selection, arrangement and presentation of such information on the Websites or in the Services, as well as in the selection, arrangement, and presentation of all other content on the Websites and in the Services. Certain materials may be made available for download from these Websites. Subject to these Website Terms and Conditions, Xentel Technologies grants you limited permission to download and copy such materials solely for your internal, non-commercial use; provided that all copyright notices appearing on the originals are duplicated on all copies thereof; and provided further that you do not modify the materials in any way. Without limiting any other right or remedy available to Xentel Technologies, at law or in equity, the limited permission herein granted will automatically terminate in the event you breach the terms of this paragraph and, in such event, you must destroy immediately all downloaded materials in your possession, custody or control.
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY THE PRECEDING PARAGRAPH, YOU AGREE NOT TO REPRODUCE, RETRANSMIT, DISSEMINATE, SELL, DISTRIBUTE, PUBLISH, BROADCAST OR CIRCULATE ANY OF THE SERVICES OR MATERIALS IN ANY MANNER OR FOR ANY PURPOSES (WHETHER PERSONAL OR BUSINESS) WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF XENTEL TECHNOLOGIES AND/OR THE DATA PROVIDERS. IN ADDITION, YOU SHALL NOT, WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF XENTEL TECHNOLOGIES AND THE RELEVANT DATA PROVIDERS, MAKE COPIES OF ANY OF THE SOFTWARE OR DOCUMENTATION THAT MAY BE PROVIDED, ELECTRONICALLY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, TRANSLATING, DECOMPILING, DISASSEMBLING OR CREATING DERIVATIVE WORKS.
YOU FURTHER AGREE NOT TO USE THE SERVICES OR INFORMATION MADE AVAILABLE THROUGH THE SERVICES FOR ANY UNLAWFUL PURPOSE AND AGREE TO COMPLY WITH REASONABLE REQUESTS BY XENTEL TECHNOLOGIES TO PROTECT THE RESPECTIVE RIGHTS OF XENTEL TECHNOLOGIES, ITS AFFILIATES, LICENSORS AND THE DATA PROVIDERS IN THE SERVICES AND IN THE INFORMATION MADE AVAILABLE THROUGH THE SERVICES.
7.0 Our Data Providers’ Requirements
These Website Terms and Conditions are subject to any requirements of Xentel Technologies’s Data Providers under Xentel Technologies’s agreements with such Data Providers, including such additional financial and contractual requirements as may be imposed by such Data Providers from time to time.
8.0 Disclaimer regarding Links and Other Third Party Content
The Websites and Services may provide you with the ability to access a variety of information, material or other content from third parties (“Third-Party Content”), including through links to other websites and forums on which users or other third parties, themselves, may post Third-Party Content. Whenever you access Third Party Content, YOU PROCEED AT YOUR OWN RISK. You understand and agree that such third parties are solely responsible for any such content, and you further agree that Xentel Technologies is not, and will not be, liable for any content or other material posted or otherwise provided by third parties. You further acknowledge that Xentel Technologies does not control the third parties who provide Third-Party Content, does not necessarily (and is not obligated to) review or screen any Third-Party Content either before or after it becomes available through the Websites and Services, and cannot and does not guarantee, attest to, verify, or otherwise warrant that any Third-Party Content is or will be accurate; free from errors, defects or harmful elements; consistent with what it purports to be; appropriate to fit your needs; or otherwise safe or non-objectionable.
You agree that Xentel Technologies shall not be held liable for any trading activities or other activities that occur on any website you access through links on the Websites. We provide these links as a convenience, and do not endorse the content or services offered by these other sites.
Users are prohibited from using the Websites or Services to violate any laws or to violate the rights of Xentel Technologies or of any third parties, all as further provided in our Subscriber Code of Conduct, below.
You further understand that when using the Websites or Services, you may be exposed to content that you find objectionable, crude, indecent, harassing, or otherwise inappropriate. You agree that Xentel Technologies is not, and shall not be, liable for any such material.
9.0 No Duty To Monitor Websites
You understand and agree that Xentel Technologies has the right, but not the obligation, to monitor the Websites, and to remove content from the Websites for any reason, including content that you submit. You further understand and agree that Xentel Technologies has the right, but not the obligation, to review content before it is posted to the Websites, and to refuse to allow content to be posted for any reason. Any and all decisions on whether or not to retain, disseminate, or remove content posted by users shall be made by Xentel Technologies in its sole discretion.
10.0 Subscriber Code of Conduct
When you register as a Subscriber at our Websites, you may gain access to a range of Services, including the ability to participate in chat rooms, exchange instant messages, post messages to forums, and share files. You may use the Websites for lawful purposes only. You agree not to post, upload, e-mail, transmit, distribute, or otherwise make available through the Websites any of the following:
• Any material that violates any applicable laws, including without limitation the laws of the United States, the laws of any state or commonwealth within the United States, and the laws of any other jurisdiction that may apply;
• Any material that restricts or inhibits any other user from using and enjoying the Websites;
• Any material that is unlawful, threatening, abusive, harassing, defamatory, obscene, offensive, harmful, obnoxious, pornographic, profane, or indecent, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation;
• Anymaterial that contains viruses or any other element or component that has a capacity or potential to interrupt, destroy, interfere with, permit the unauthorized use of, or limit the functionality of any computer software or hardware, any telecommunications equipment, or any communications network;
• Any material that violates or infringes the rights of others, including without limitation rights under copyright, trademark, or patent law; rights of privacy or publicity; rights under defamation law; or rights under securities or other applicable law; or
• Any material that contains any other harmful or illegal component.
You further agree that you will not:
• Alter, damage or delete any material appearing on the Websites;
• Disrupt the normal flow of communication on the Websites, such as through “spam” email or by other means;
• Claim a relationship with or speak for any business, organization, or person for which you are not authorized to claim such a relationship; or
• Violate any operating rule, policy or guideline of your Internet access provider or online service.
You acknowledge and agree that these prohibitions do not, and shall not be construed to, create any rights in you or any third parties. We reserve the right (but do not have any obligation) to prohibit or restrict conduct on the Websites and to edit, block, or remove any content, in whole or in part, which in our sole discretion we believe violates our Subscriber Code of Conduct, or is otherwise objectionable.
If you believe that material has been posted that violates any of these prohibitions, or that should otherwise be removed, please contact Xentel Technologies as follows:
11.0 No Creation of Third-Party Rights.
Nothing in these Terms and Conditions shall be construed to create any rights or obligations in, or otherwise on behalf of any third parties.
12.0 Shared Files; Information You Download
Xentel Technologies cannot and does not guarantee or warrant that information available for downloading through the Websites or Services will be free of infection or viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy and security of data input and output, and for maintaining a means external to Xentel Technologies for the reconstruction of any lost information.
13.0 Materials You Post; Your License to Other Users
By posting or transmitting, inputting or uploading information or content (“Content”) to the Websites, you warrant that such Content does not violate or infringe the rights of any third parties. In addition, you automatically grant Xentel Technologies, Xentel Technologies users, and Xentel Technologies Subscribers under your intellectual property rights, a royalty-free, perpetual, non-exclusive, worldwide license (with the right to grant sublicenses) to use, copy, modify, distribute, publicly display, perform, and otherwise exploit such Content, without compensation to you.
14.0 Complaints over Perceived Copyright Infringement
Xentel Technologies respect intellectual property rights and expects its users to do the same. Xentel Technologies, may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers.
If you believe that materials posted on our Websites infringe your rights under copyright law in specific materials (collectively, a “Work”), we request that you follow the procedure described below to notify us of your concerns or objections.
• Xentel Technologies ‘s Designated Agent:
If you believe materials posted on our Websites infringe the copyright in your Work, you must direct your concerns to our agent, designated under the Digital Millennium Copyright Act to respond to such concerns (our “Designated Agent”):
• Content of Notice:
Your notice to our Designated Agent should contain the following information:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property;
2. Identification of the copyrighted work that you believe has been infringed;
3. Identification of the material on our Websites that you believe is infringing, with sufficient specificity to permit us to locate the material without undue searching;
4. Information reasonably sufficient to permit us to contact you, including an address, telephone number and, if available, an e-mail address;
5. A statement by you that have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
6. A statement by you, made under penalty of perjury, that the information on the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
15.0 Disclaimer Regarding Investment Decisions and Trading
Decisions to buy, sell, hold or trade in securities and other investments involve risk and are best made based on the advice of qualified financial professionals. Any trading in securities or other investments involves a risk of substantial losses. The practice of “Day Trading” involves particularly high risks and can cause you to lose substantial sums of money. Before undertaking any trading program, you should consult a qualified financial professional. Please consider carefully whether such trading is suitable for you in light of your financial condition and ability to bear financial risks. Under no circumstances shall we be liable for any loss or damage you or anyone else incurs as a result of any trading or investment activity that you or anyone else engages in based on any information or material you receive through the Websites or our Services.
16.0 No Advice or Solicitation
The Websites and Services are for informational purposes only and should not be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation or sponsorship of any company or security by Xentel Technologies, its affiliates, officers, directors, employees or agents. You acknowledge and agree that neither the Websites nor any of the Services is intended to supply investment or financial advice. Xentel Technologies offers no advice regarding the nature, potential value, or suitability or any particular security, transaction, investment or investment strategy. You acknowledge and agree that the use of the Websites and Services, and any decisions made in reliance upon the Websites and Services are made at your own risk.
17.0 Product Demonstrations
All product demonstrations (“demos”) may only be used during the time periods specified for which they are offered. All demos must be used in accordance with any accompanying instructions and may not be used for any reason other than their intended purpose.
18.0 Professional/Non-Professional Status
With respect to Services involving the receipt of financial market information, if you are a professional broker, dealer or trader or employed by or conducting business in the securities industry, you must agree to be bound by Xentel Technologies’s agreements with the Data Providers before utilizing the Services for commercial purposes.
If you are such a professional, you must contact Xentel Technologies Customer Service to obtain such agreements. Unless you have obtained and executed such agreements, you hereby represent and warrant:
(i) that you meet and comply with all NSE, MCX and Data Providers requirements for qualification as a Non-professional Subscriber;
(ii) that you are acting solely in your own individual capacity to use the Services solely in connection with your own individual personal investment activities and not in connection with any trade or business activities; and
(iii) that you are a sophisticated investor. You acknowledge and agree that if your status with respect to any of the foregoing statements is affected or changed in anyway, you shall promptly contact Xentel Technologies Customer Service to obtain relevant exchange agreements.
If you are not such a professional, you agree to use the Services solely in your own individual capacity, and solely in connection with your own individual personal investment activities and not in connection with any trade or business activities.
19.0 Access and Security
You accept responsibility for the confidentiality and use of any access codes, account numbers and customer code numbers that you may receive for your access to and use of the Services. You accept responsibility for all time used and all activity that occurs through or under your access codes, customer numbers and/or account numbers. You agree to notify Xentel Technologies immediately if you become aware of any loss, theft or unauthorized use of your access codes and/or account numbers.
20.0 Disclaimer of Warranties and Limitation of Liability
You agree that neither Xentel Technologies, its affiliates, officers, directors, employees, agents or representatives, nor any of the Data Providers, nor any officer, director, employee, agent, affiliate or representative thereof shall have any liability, contingent or otherwise, for any lack of truthfulness, accuracy or timeliness of the Websites or the Services; for any lack of truthfulness, accuracy, timeliness, completeness or correct sequencing of the information made available through the Websites or the Services; for any decision made or action taken by you or anyone else in reliance upon such information or the Websites or the Services; or for any harm or injury resulting from any interruption or delay of any data, information or any other aspect of the Websites or the Services; or for any harm or injury resulting from any unsafe, illegal, defective or otherwise inappropriate or objectionable aspect of any information made available through the Websites or the Services.
THE WEBSITES AND SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE AND NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY ASPECT OF THE WEBSITES OR SERVICES OR INFORMATION MADE AVAILABLE VIA THE WEBSITES OR SERVICES. YOU RECOGNIZE THAT THE ACCURACY OF ANY SUCH INFORMATION SHOULD BE CHECKED BEFORE YOU RELY ON IT.
IN NO EVENT WILL XENTEL TECHNOLOGIES OR THE DATA PROVIDERS BE LIABLE TO YOU, YOUR CUSTOMERS OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE WEBSITES OR THE SERVICES), OR CLAIMS ARISING IN TORT (INCLUDING NEGLIGENCE), EVEN IF XENTEL TECHNOLOGIES OR THE DATA PROVIDERS HAVE BEEN ADVISED OF OR ARE OTHERWISE AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING.
YOU ACKNOWLEDGE THAT DOCUMENTS POSTED TO AND CONTENT AVAILABLE AT THE WEBSITES MAY CONTAIN COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. SHOULD YOU DOWNLOAD ANY SUCH MATERIALS FROM THE WEBSITES, IT IS YOUR RESPONSIBILITY TO PERFORM ANY ANTI-VIRUS SCANNING OR OTHER PRECAUTIONS AS YOU DEEM NECESSARY. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY MATERIALS DOWNLOADED FROM THE WEBSITES AND YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT OR DATA YOU USE IN CONNECTION WITH OUR WEBSITES.
By way of example, and not by way of limitation, neither Xentel Technologies nor the Data Providers shall be liable for any loss resulting from a cause over which such entities do not have direct control, including but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, your errors, or events of force majeure.
You agree to indemnify and hold harmless Xentel Technologies, its affiliates, officers, directors, employees, agents and representatives and the Data Providers and their respective officers, directors, employees, agents and representatives, from and against any and all claims, including, but not limited to, any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorney’s fees, of every kind and nature, arising from or relating to your use of the Websites or the Services or the information made available through the Websites or the Services, and/or your violation of these Website Terms and Conditions or any third party’s rights, including, but not limited to, copyright, proprietary rights, privacy rights, and rights under defamation law.
22.0 Disclaimer of Right to Sue
You release Xentel Technologies, including its officers, directors, employees, or any other agents, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute with any user of any of the Websites or Services, or arising in any way from content posted to any of the Websites by any third party.
If you are a California resident, you waive California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
23.0 Modification and Termination of Websites; Modification of Website Terms of Conditions
Notwithstanding any provision in these Website Terms and Conditions, Xentel Technologies reserves the right, in its sole discretion, at any time, to change or modify from time to time and/or terminate (i) its Websites, (ii) any particular Services made available via its Websites, or (iii) these Website Terms and Conditions. Your use of our Websites following any such change constitutes your agreement to follow and be bound by the Website Terms and Conditions, as changed.
24.0 Data Providers Enforcement Right
Data Providers may enforce these Website Terms and Conditions against you by legal proceedings or other appropriate means.
25.0 Force Majeure
In addition to applicable disclaimers, stated above, Xentel Technologies’s performance under these Website Terms and Conditions and the Services shall be excused in the event of interruption and/or delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, earthquake, explosion, acts of terrorism, power failures, equipment failure, industrial or labor dispute, acts of Data Providers or other third party information providers, third party software or communication method interruption.
26.0 Entire Agreement
Should any provision of these Website Terms and Conditions be held to be void, invalid, unenforceable or illegal by a court, such provision shall be valid and enforceable to the extent permitted by applicable law, and the validity and enforceability of the other provisions shall not be affected thereby. Failure of any party to enforce any provision of these Website Terms and Conditions shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
28.0 Choice of Law; Choice of Forum
These Website Terms and Conditions shall not be assignable by you, either in whole or in part. Xentel Technologies reserves the right to assign its rights and obligations under these Website Terms and Conditions.
Sections 1, 2, 5, 6, 11, 12, 13, 15, 16, 17, 19, 20, 21, 22, 24, 25, 26, 27, 28, 29, 30 and 31 of these Website Terms and Conditions shall survive the termination of these Website Terms and Conditions and shall apply indefinitely.
31.0 Your Consent
By using our Websites, you agree to comply with, and be bound by these Website Terms and Conditions. If you do not agree with some, or all of these Website Terms and Conditions, you are not authorized to visit our Websites.