Terms of Use

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

Your use of our Services is also subject to our Privacy Policy. By using our Services, you acknowledge and agree that you have read and understand our Privacy Policy.

You do not need to create an account ("User Account") to access the Services; however, we may, from time to time, restrict access to certain features, parts, or content of the Services, or the entire Service to only those users who have created a User Account. You agree to provide accurate, current, and complete information during the registration process.

If you create a User Account you are entirely responsible for the security and confidentiality of that account, including your password to access the User Account. Furthermore, you are entirely responsible for any and all activities that occur under your User Account. You agree to immediately notify us of any unauthorized use of your User Account or any other breach of your User Account's security of which you become aware.

You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services. By creating a User Account, you agree to receive service-related electronic communications from us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

You may opt-out of receiving promotional emails that you have previously opted-in to at any time by following the instructions to unsubscribe, as provided therein. However, you may not opt-out of receiving important service-related communications, such as updates to these Terms or information about your account.

xGenie LLC reserves the right to suspend or terminate your User Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading, or to reclaim any username that you create through the Services that violates our Terms.

You agree to use our Services only for purposes that are permitted by these Terms and any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions. You agree you will not engage or attempt to engage in any improper uses of the Services, including, but not limited to:

• Violating any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
• Storing the Services (including pages of the Service) on a server or other storage device connected to a network or creating a database by systematically downloading and storing any data from the Services (other than for page caching);
• Removing or changing any content of the Services or attempting to circumvent the security or interfere with the proper working of the Services or any servers on which it is hosted;
• Creating links to the Services from any other website without our prior written consent;
• Using any robot, data mining, screen scraping, spider, website search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Services or their contents;
• Posting, distributing, or reproducing in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights;
• Interfering with or disrupting the Services or the servers or networks connected to the Services;
• Modifying, copying, reproducing, duplicating, adapting, sublicensing, translating, selling, reverse engineering, deciphering, decompiling, or otherwise disassembling any portion of the Services or any software used on or for the Services or causing others to do so;
• Using the Services in any way that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services;
• Attempting to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services or to any xGenie LLC server, by hacking, password "mining" or any other illegitimate means;
• Probing, scanning or testing the vulnerability of the Services or any network connected to the Services, or breaching the security or authentication measures on the Services or any network connected to the Services;
• Using the Services to send unsolicited email, including, without limitation, promotions, or advertisements for products or services;
• Forging any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information.

xGenie LLC reserves the right to investigate and take appropriate legal action against anyone who, in xGenie LLC's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities.

All photos, videos, images, and text on the Services, together with the design and layout of the Services ("Content") are copyrighted and may not be used without our written permission. All intellectual property rights in the Services and in any Content of the Services (including, but not limited to, text, graphics, design, layout, software, photographs, and other images, videos, sound, trademarks, and logos) are owned by us or our licensors. Except as expressly set forth herein, nothing in the Terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading or using the Services.

The Services and its Content, features, and functionality are and will remain the exclusive property of xGenie LLC. Our Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms grant you a limited and non-exclusive right to use the Services. Except as indicated otherwise herein or in any additional terms or conditions, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise exploit any of the Content on our Services.

You are expressly prohibited from: (i) modifying or making copies of any Content from the Services; (ii) using any illustrations, photographs, video or audio sequences or any graphics available through the Services separately from the accompanying text; (iii) deleting or altering any copyright, trademark, or other proprietary rights notices from copies of materials available through the Services; and (iv) uploading Content to the Services which violates the intellectual property rights of others.

Anything you send to us through the Services, email, or other means may be used by us for any purpose. By submitting material to us through the Services, email, or other means, you irrevocably transfer and assign to xGenie LLC, and forever waive, and agree never to assert, any copyrights or other rights that you may have in such material. We are free to use, without obligation of any kind, any ideas, concepts, techniques, or know-how contained in any communication you send to us or to the Services for any purpose whatsoever. This paragraph shall not apply to your personal information, which is defined in and governed by the Privacy Policy.

To use our Services, you need to purchase credits. We deduct credits based on your usage of the Services. You must have internet access and provide us with one or more Payment Methods to purchase credits. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time. All credit purchases are non-refundable. Once credits have been purchased, no refunds will be provided, regardless of whether the credits have been used or not. By purchasing credits, you acknowledge and agree to this non-refundability policy.

In no event will we be liable for any indirect, consequential, special, incidental, indirect, or punitive damages (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, or for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Services, even if xGenie LLC has been advised of the possibility of such damages.

Please be aware that our Services are in the early stages of development. As such, they may be subject to stability issues and intermittent downtime. We are continuously working to improve the stability and functionality of our Services, but we cannot guarantee uninterrupted service. The Services and all content therein are provided on an "as is," "with all faults," and "as available" basis and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you.

We may modify these Terms at any time. We will post the most current version of these Terms on our website. By continuing to use our Services after the changes become effective, you agree to be bound by the revised Terms.

We may, at our option and in our sole discretion, suspend, restrict or terminate your access to the Services if:

• We are so required by a facially valid subpoena, court order or binding order of any government authority;
• We reasonably suspect you of using the Services in connection with any prohibited uses stated in “Use of Services”;
• Your use of the Services is subject to any pending litigation, investigation or government proceeding and/or we, in our sole discretion, perceive a heightened risk of legal or regulatory non-compliance associated with your activity;
• Any of our service partners are unable to support your use thereof;
• You take any action that we deem in our sole discretion as circumventing our controls and/or safeguards; or
• You breach these Terms.

If we suspend or terminate your use of the Services for any reason, we will provide you with notice of our actions, unless a court order or other legal process prevents or prohibits us from providing you with such notice. You acknowledge that our decision to take certain actions, including limiting access to or suspending your access to the Services, may be based on confidential criteria that are essential to our risk management and/or security protocols. You agree that we are under no obligation to disclose the details of our risk management and/or security procedures to you.

We reserve the right to terminate or suspend your access to all or part of our Services at any time, with or without cause, with or without notice, effective immediately. Upon termination of your access to the Services:

• All rights granted to you under these Terms will immediately cease;
• You must immediately discontinue all use of the Services;
• Any outstanding payments or fees owed by you will become immediately due and payable;
• We may, but are not obligated to, delete any of your content stored on our servers.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

You may terminate your account at any time by contacting us at hi@xgenie.com. Upon your termination, any credits or unused funds in your account will be forfeited and non-refundable.

a. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of Delaware, USA. You agree to submit to the personal jurisdiction of the federal and state courts located in the State of Delaware for any actions for which we retain the right to seek injunctive or other equitable relief.

b. Notice of Dispute

If you have a potential legal dispute, claim or cause of action against us, you must first (prior to initiating any proceedings) contact us by sending an email to hi@xgenie.com describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If we elect to do so, you agree to use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions of this Section 11.

c. Mandatory Binding Arbitration

All claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) (such claims, disputes and controversies, collectively, "Disputes") shall be resolved by confidential, binding arbitration to be seated in the State of Delaware by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the "Rules"). The arbitrator shall be appointed in accordance with the procedures set out in the Rules. The award or decision of the arbitrator shall be final and binding upon the parties and the parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator. The judgment of any award or decision may be entered in any court having competent jurisdiction to the extent necessary. If any party elects to have a Dispute resolved by arbitration pursuant to this provision, no party hereto shall (or shall permit its representatives to) commence, continue or pursue any Dispute in any court; provided, however, that we will be entitled to obtain an injunction or injunctions to prevent breaches of this provision and to enforce specifically the terms and provisions thereof, this being in addition to any other remedy to which we are entitled at law or in equity, and the parties hereto hereby waive the requirement of any posting of a bond in connection with such injunctive relief or specific performance.

d. Waiver of Jury Trial

The parties hereby acknowledge, represent and warrant that they understand that: (i) there is no judge or jury in arbitration, and, absent this mandatory provision, the parties would have the right to sue in court and have a jury trial concerning Disputes; (ii) in some instances, the costs of arbitration could exceed the costs of litigation; (iii) the right to discovery may be more limited in arbitration than in court; and (iv) court review of an arbitration award is limited. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action, suit or other legal proceeding arising out of or related to these Terms or the transactions contemplated hereby.

e. Confidentiality of Arbitration

Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.

f. Section 11

To the extent that any court is required to weigh on the enforceability of Section 11, to enforce any judgment of the arbitrator, then, without limiting Section 11 or any other provision of these Terms, the User hereby irrevocably and unconditionally submit to the jurisdiction of the courts of the State of Delaware for such purpose; agrees not to commence any suit, action or other proceeding arising in connection with or based upon this instrument or the matters contemplated by this instrument except before the courts of the State of Delaware; hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this instrument or the subject matter hereof or thereof may not be enforced in or by such court.

g. No Class Actions Permitted

You hereby agree that any arbitration or other permitted action with respect to any dispute shall be conducted in their individual capacities only and not as a class action or other representative action, and expressly waive any right to file a class action or seek relief on a class basis. You may bring claims against us other only in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. If any court or arbitrator makes a final, binding and non-appealable determination that the class action waiver set forth in this section is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void with respect to any dispute that would thus be required to be resolved by arbitration on a class basis, and the parties shall be deemed to have not agreed to arbitrate such dispute. In the event that, as a result of the application of the immediately preceding sentence or otherwise, any dispute is not subject to arbitration, the parties hereby agree to submit to the personal and exclusive jurisdiction of and venue of the courts in the state of Delaware to accept service of process by mail with respect to such dispute, and hereby waive any and all jurisdictional and venue defenses otherwise available with respect to such dispute.

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless xGenie LLC, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the "xGenie LLC Parties"), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities of every kind and nature whatsoever, whether known or unknown, that are caused by, arise out of or are related to:

• your use or misuse of the Services;
• your violation of these Terms; and/or
• your violation of any right(s) of any third party.

You agree to promptly notify us of any claim(s) and shall cooperate fully with xGenie LLC Parties in defending such claims. You further agree that xGenie LLC Parties shall have control of the defense or settlement of any third-party claims.

We may collect information about your computer and internet connection, including, but not limited to, the type of device you use, the IP address of your device, your operating system, the type of Internet browser you use, unique device identifiers and other diagnostic data.

If you have any questions about these Terms, please contact us at: hi@offergenie.ai