Terms of Use
These Terms of Use are effective as of November, 2022.
Welcome to IT Xplora! These Terms of Use (“Terms”) apply to your (“you” or “your”) use of IT Xplora’s platform itxplora.com (the “Service”). By using the Service, you agree that these terms will become a legally binding agreement between you and the IT Xplora Contracting Entity identified in these Terms (“IT Xplora”).
Overview
IT Xplora is a B2B digital solutions provider that empowers small businesses. The Service is made available on itxplora.com and in other forms provided by IT Xplora. Your use of the Service is subject to these Terms. By using the Service you acknowledge IT Xplora’s Privacy Policy.
You may use the Service only if you can form a binding contract with IT Xplora and are legally permitted to do so. By using the Service, you represent and warrant that you have the full right, power and authority to agree to and be bound by these Terms and to fully perform all of your obligations hereunder.
If you sign up for the Service on behalf of an organization using an email address provided by your employer or another organization,
(i) you represent and warrant that you are an authorized representative of that entity with authority to bind that entity to these Terms;
(ii) your use of the Service will bind that entity to these Terms; and
(iii) “you” and “your” in these Terms will refer to both you and that entity.
Our IT Xplora for Teams plan is intended for teams, businesses and organizations of all sizes who want to work together. If you create a Team on behalf of an organization or employer, you are binding them to these Terms and all the obligations set out in them. If they haven’t authorized you to do this, you’ll need someone who is authorized to create the Team.
Using the Service
Age Requirement. Children may not access or use the Service unless their use is directly authorized by their parent or guardian who agrees to be bound by these Terms. For purposes of these Terms, a child is a person under the age of 13 (or the minimum legal age required to provide consent for the processing of personal data in the country where the child is located). There are legal restrictions on making certain services available to children.
Access to the Service.
Subject to your compliance with these Terms, you are granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for business or personal use. IT Xplora reserves all rights not expressly granted under these Terms. Each person must have a unique account and you are responsible for any activity conducted on your account.
Acceptable Use Policy.
Your use of the Service, your User Content, and your Designs, must comply with IT Xplora’s Acceptable Use Policy.
Anti-discrimination.
IT Xplora does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence.
Restrictions on Use of the Service.
You shall not yourself or through any third party
(i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service or the Licensed Content to any third party (except as permitted under these Terms);
(ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof;
(iii) access the Service for purposes of performance benchmarking;
(iv) access the Service for purposes of building or marketing a competitive product;
(v) use the Service to store or transmit a virus or malicious code;
(vi) use a virtual private network (VPN) to circumvent geographic-based pricing or content access;
(vii) use the Service to transmit unsolicited emails or engage in spamming; or
(viii) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Service or the Licensed Content.
Security and Data Privacy
Information Security.
IT Xplora implements and maintains physical, technical and administrative security measures designed to protect your information from unauthorized access, destruction, use, modification or disclosure. You can learn more about how IT Xplora protects the Service and your information by emailing [email protected].
Data Privacy.
IT Xplora’s Privacy Policy describes how IT Xplora collects, uses, transfers, discloses and stores your personal data. By creating a Team account, you confirm that you have read, understood and agree to our Data Processing Addendum in full, and that the Data Processing Addendum shall be incorporated into these Terms to the extent Personal Data subject to the Applicable Data Laws (as defined in the Data Processing Addendum) is processed in your use of the Service. In the event of any conflict between these Terms and the Data Processing Addendum, the Data Processing Addendum shall prevail.
If you have a Team account, we act as a “Data Processor” under laws like the GDPR because you make the decisions about the personal data in your account and we are processing that data on your behalf. The Data Processing Addendum governs our relationship as it relates to that personal data.
Team Administration
You can create a “Team” account with IT Xplora that allows you to collaborate. The creator of the Team is the “Team Owner.” Each Team may have one or more people identified as administrators (each, an “Administrator”) by the Team Owner or another Administrator. Both the Team Owners and Administrators can add, modify or remove people from the Team as well as manage their permissions and access the network. Only the Team Owner may assign a new Team Owner. If you add a person to a Team, you represent and warrant that you or your organization have obtained all necessary consent from that person to be added.
If you are the Team Owner or Administrator may control access to, delete, or re-assign ownership of the User Access you create on the account you access as part of the Team. IT Xplora is not responsible for any actions taken by Team Owners or Administrators. It is your responsibility to not upload User Content or Data on an account associated with a Team if you do not want to potentially transfer ownership or disclose such User Content or Data to others on the Team.
If you’re on a Team, make sure you’re aware of the privacy settings and only upload data you’re comfortable with others on the Team having access to and control over. Administrators can transfer access between people on the Team.
Billing
IT Xplora offers paid Services. You can learn more about IT Xplora’s various subscription offerings here. Pricing may vary by location and will be based on the billing information you provide us at the time of purchase. If you are on a group package, the Team Owner will be billed for and is responsible for payment of subscription fees.
Subscriptions and Renewals.
If you are subscribing to an IT Xplora package, you can sign up for a monthly subscription. Your subscription will automatically renew on a monthly basis as applicable. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.
Pricing for Additional People on your Team.
If you are on a package, you are billed according to the package model. When you add people to a Team, you will be billed for them on your next Billing Date (as defined below) unless they delete their account or are removed from your Team by you or an Administrator prior to the Billing Date. Three (3) days prior to the Billing Date, IT Xplora will notify via email the billing contact associated with your IT Xplora Team account of the number of additional people and the associated subscription fees. The applicable “Billing Date” is as follows:
(i) if you are on a monthly subscription, the date of your next monthly renewal;
(ii) if you are on an annual subscription, every 3 months after the start date of your subscription. Subscription fees for additional people on your Team will be in accordance with the package. You will not receive a refund or credit for removing people from your Team that have already been paid for.
Taxes.
Your subscription fees are inclusive of all taxes unless otherwise specified in an agreement with IT Xplora, within the Service or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.
Cancellation.
You can stop using the Service and/or cancel your subscription at any time via your account settings. If you cancel your subscription you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable.
Changes to Pricing.
IT Xplora reserves the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later.
IT Xplora’s Intellectual Property
Except as expressly set out in these Terms, all intellectual property rights in and to the Service and Licensed Content remain the sole property of IT Xplora and its licensors. You assign to IT Xplora any suggestions, ideas, enhancement requests, or other feedback you provide to IT Xplora relating to the Service or IT Xplora’s products. IT Xplora owns all content, data, software, inventions, ideas and other technology and intellectual property that it develops in connection with the Service and its products.
If you share feedback or ideas with us, IT Xplora can use that information to improve services, and we own any of those improvements we make.
Warranty Disclaimer.
The Service is provided on an “as-is” and “as-available” basis. To the maximum extent permitted by applicable law and subject to any non-excludable rights and remedies you may have under applicable law, IT Xplora, its licensors, and its suppliers, expressly disclaim any and all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. IT Xplora does not warrant that your use of the Service will be uninterrupted or error-free. IT Xplora does not warrant that it will review your data for accuracy or that it will preserve or maintain your data without loss. You understand that use of the Service necessarily involves the transmission of your data over networks that IT Xplora does not own, operate, or control, and that IT Xplora is not responsible for any of your data lost, altered, intercepted or stored across such networks. IT Xplora will not be liable for delays, interruptions, service failures, or other problems inherent in the use of the internet and electronic communications or other systems outside IT Xplora’s reasonable control.
We offer the Service as-is and can’t be responsible for things outside of our control.
Third-Party Services.
You may elect to use the Service in conjunction with third-party websites, platforms or apps (“Third Party Service(s)”). Your use of a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. IT Xplora makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from your use of Third Party Services.
Within IT Xplora, you can use apps created by third parties. Those apps might have their own set of terms that apply to you and because the apps were created by third parties, we can’t be responsible for them.
Your Indemnity Obligations
You agree, to the extent permitted by law, to defend, indemnify and hold harmless IT Xplora and its affiliates, officers, directors, agents, licensors and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from or related to
(i) your violation of these Terms or
(ii) your User Content.
If IT Xplora suffers harm due to your content or your violation of these Terms, or if someone tries to hold IT Xplora responsible for your content or your violations, you’ll be responsible for any costs incurred by IT Xplora and defending IT Xplora.
Limitation of Liability
In no event shall either party’s aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) exceed the greater of
(i) US$100 or
(ii) the subscription fees paid by you to IT Xplora during the twelve-month period preceding the event or occurrence giving rise to such liability.
The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’
In no event shall either party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, lost business or lost profits) even if it has been advised of their possible existence and notwithstanding the failure of essential purpose of any remedy.
The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’
These terms do not affect consumer rights that cannot by law be waived or limited. These terms do not exclude or limit liability arising out of either party’s gross negligence, fraud or willful misconduct.
Term and Termination
Term.
These Terms shall take effect the first time you access the Service and shall continue in full force and effect until the expiration or termination of your subscription.
Violations.
If IT Xplora, in its sole discretion, determines that you or your use of the Service, your User Content, or your Designs violate these Terms, including but not limited to, IT Xplora’s Acceptable Use Policy, the Section entitled “Restrictions on Use of the Service,” or the Section entitled “Anti-discrimination,” (any of which is considered a “Violation”) IT Xplora may take one or more of the following actions in its sole discretion:
(i) delete the prohibited User Account;
(ii) suspend your access to the Service;
(iii) terminate and delete your account along with all associated accounts
(iv) permanently ban you from using the Service; and/or
(v) disclose the prohibited User Content or Designs to appropriate government authorities.
If you break the rules, we have the right to remove you and everything in your account from the Service.
Effect of Termination.
In the event of termination of your subscription for cause due to default by IT Xplora, IT Xplora shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of your then-current subscription. In the event of a termination of your subscription to a violation by you, you will not receive any refund and shall immediately pay any outstanding fees for the remaining period of your subscription.
Upon any expiration or termination of your Subscription, you must cease using the Service. You will lose access to your Account and any other information uploaded to the Service (and we may delete all such data unless legally prohibited) after the expiration or termination of Your Subscription. Unless your account was terminated due to a Violation, you can download or export your data using the functionality of the Service prior to the expiration or termination of your subscription. If your account has been terminated due to a Violation, you may not create a new account on any IT Xplora Service unless you receive IT Xplora’s written permission.
Survival of Terms.
Sections titled “Term and Termination,” “Billing,” “IT Xplora’s Intellectual Property,” “Limitation of Liability,” “Indemnification,” and “Miscellaneous” inclusive, shall survive any expiration or termination of these Terms.
Miscellaneous
Compliance with Applicable Law.
You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use of the Service. IT Xplora agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with its provision of the Service.
Governing Law and Jurisdiction.
These Terms will be governed by and construed in accordance with the laws of Panama, without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Panama and the parties consent to the exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded in its entirety from application to these Terms.
Export Restrictions.
The Service is subject to trade sanctions and laws and regulations that govern the import, export, and use of the Service. These laws or regulations may prohibit IT Xplora from providing you with the Service or require that we discontinue making it available to you without notice. By using the Service you agree to comply with all trade sanctions, export and import laws, and regulations and warrant that
(i) you are not prohibited from accessing the Service, and
(ii) you will not make available the Service to anyone who is prohibited from accessing it under the laws or regulations of any jurisdiction.
Dispute Resolution.
If you have a dispute arising out of these Terms, contact us and we’ll attempt to work with you to resolve the dispute. If we’re unable to resolve a dispute, you and IT Xplora each agree to resolve any claim, dispute, or controversy (excluding any IT Xplora claims for injunctive or other equitable relief) arising out of or in connection with these Terms (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in Santa Clara County, California, unless you and IT Xplora agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and IT Xplora are each waiving the right to a trial by jury or to participate in a class action.
IT Xplora Contracting Entity.
The IT Xplora entity contracting with you under these Terms and the address to which you should send legal notices depend on where your billing address.
Assignment.
You may not assign these Terms or any of your rights under these Terms without IT Xplora’s consent except to any successor by way of a merger, acquisition, or change of control. IT Xplora may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.
Headings and Explanations.
Headings used in these Terms and the explanatory boxes are provided for convenience only and will not in any way affect the meaning or interpretation of the Terms or any portion thereof.
Severability.
If a particular provision of these Terms is found to be invalid or unenforceable, it shall not affect the other provisions and the Terms shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.
Waiver.
IT Xplora’s express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect IT Xplora’s ability to enforce any provision thereafter.
Notices.
All required notices to you will be sent to the email address associated with your account or through other legally permissible means.
DMCA.
We respect the intellectual property rights of artists and content owners. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
Changes to these Terms.
We may modify these Terms (and any policies or agreements referenced in these Terms) at any time. We will post the most current version of these Terms on itxplora.com . We will provide you with reasonable advance notice of any change to the Terms that, in our sole determination, materially adversely affect your rights or your use of the Service. We may provide you with this notice via the Service and/or by email to the email address associated with your account. By continuing to use the Service after any revised Terms become effective, you agree to be bound by the new Terms.
Changes to the Service.
IT Xplora may add, change or remove features or functionality to the Service; modify or introduce limitations to storage or other features; or discontinue the Service altogether at any time. If you are on a paid subscription and IT Xplora discontinues the Service you are using during your subscription, IT Xplora will migrate or make available to you a substantially similar service provided by IT Xplora (if available) and if it’s unable to do so, IT Xplora will provide you a pro-rata refund of fees prepaid for the remaining period of your subscription.
Entire Agreement.
These Terms and the terms and policies referenced herein constitute the entire agreement between you and IT Xplora with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between you and IT Xplora, whether written or oral, with respect to the Service including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order. The English version of these Terms will control.
Contact Us
IT Xplora
Plaza Obarrio
piso 3 of 309
Panama
18009089576