IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR WEBSITE OR PLATFORM.
Xylem AI provides a product to help companies integrate distributed and remote team collaboration tools. The product is a central hub for all functions in a company to collaborate and align by using AI to tie together knowledge scattered across all company cloud apps.
To be eligible to use our Website or Platform, you represent and warrant that you: (a) are 18 years of age or older; (b) are not currently restricted from accessing our Website or Platform, or not otherwise prohibited from having an account, (c) are not our competitor, or are not using our Website or Platform for reasons that are in competition with us; (d) will only maintain one registered account at any given time; (e) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (f) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (g) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Website or Platform.
We grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Website or Platform to access, stream, download, and use on your device our Website or Platform and content made available in or otherwise accessible through our Website or Platform, strictly in accordance with this Agreement.
You agree that our Platform, including but not limited to the Website, graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Xylem AI and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such materials other than for your permitted use of our Platform or in any manner inconsistent with the terms contained in this Agreement.
By entering this Agreement, you grant Xylem AI permission to use your name and logo in our customer lists and marketing materials. Xylem AI agrees to discontinue the use of any name or logo upon the termination of this Agreement or your written request with five (5) day notice.
Nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets, or other proprietary rights in or relating to our Website or Platform. Xylem AI and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Website and Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
We collect personal and business information, which we need, from you when you register to use our Website or Platform. This information is necessary for us to provide our Website or Platform to you and is stored on our servers to enable us to continue to provide our Website or Platform to you. Upon your written request, we will provide you with a list of all of the Personal Information that we store on you within thirty (30) days of receiving your request. Also, upon your prior written request, we will delete any such information within thirty (30) days of receiving your request. Notwithstanding, please note that if you ask us to delete all such information, we will not be able to continue to provide our Website or Platform to you. Please send your requests to us at email@example.com.
The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations. All confidential information provided by a party shall be used by any other parties solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not apply to any information that is publicly available when provided or which after that becomes publicly available or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. Both parties agree to comply with all laws, rules, regulations, and ordinances relating to privacy, confidentiality, security, data security, and the handling of customer information, which may be established from time to time.
You shall not duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit our Website or Platform (excluding any user content); reverse engineer, decompile, disassemble, decipher, capture screen shots, or otherwise attempt to derive the source code for any underlying intellectual property used to provide our Website or Platform, or any part thereof; utilize information, content or any data you view on and/or obtain from our Website or Platform to provide any service that is competitive with us; adapt, modify, or create derivative works based on our Website or Platform; rent, lease, loan, trade, sell/re-sell access to our Website or Platform or any information therein, or the equivalent, in whole or part; access, reload, or “refresh” or make any other request to transactional servers that are beyond generally accepted usage of web-based applications; use manual or automated software, devices, scripts robots, other means or processes to “scrape”, “crawl” or “spider” any web pages contained in the Website; attempt to or actually access our Website or Platform by any means other than through the interface provided by Xylem AI; attempt to or actually override any security component included in or underlying our Website or Platform; engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses; remove any copyright, trademark, or other proprietary rights notices contained in or on our Website or Platform, including those of both Xylem AI or any of our licensors; or engage in any action or promote any content that is harmful, offensive, illegal, unlawful, discriminatory, dangerous, profane, or abusive.
You hereby consent to receive communications via email, text message on your mobile device, or calls to your mobile number. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees. You also agree that you are solely responsible for such charges and fees, not Xylem AI.
You agree to indemnify, defend, and hold Xylem AI and our officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, losses, and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Xylem AI and our Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.
You acknowledge and agree that in no event will Xylem AI be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages, whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Website or Platform, including, without limitation, any information made available through our Website or Platform pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one time (1x) the aggregate of payments received under this Agreement. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Website or Platform.
If you believe that any content on our Website or Platform violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent.
Xylem AIs’ Copyright Agent to receive DMCA Takedown Notices is Enrique Ferrao, firstname.lastname@example.org, at Xylem AI, Attn: DMCA Notice, 8-9-104, 1st Floor, Dhathu Nagar, Kanchan Bagh, Hyderabad – 500058, Telangana. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by Xylem AI in connection with the written notification and allegation of copyright infringement.
This Agreement shall be governed by the laws of India, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the courts located in Hyderabad, India for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 16.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Xylem AI agree (a) to waive your and Xylem AIs’ respective rights to have any and all Disputes arising from or related to this Agreement, use of our Website or Platform, resolved in a court, and (b) to waive your and Xylem AIs’ respective rights to a jury trial. Instead, you and Xylem AI agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
This Agreement constitutes the entire agreement between you and Xylem AI and supersedes any prior agreements between you and Xylem AI. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. Any claim or cause of action arising out of or related to use of our Website or Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. Any notices to you shall be provided to you through our Website or Platform or given to you via the email address or physical address you provide to Xylem AI.