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Terms of Service

Last Updated: [September 22, 2022]
Welcome, and thank you for your interest in XNET, Inc. (“XNET,” “we,” or “us”) and our website at www.xnet.company, along with our related websites, hosted applications, mobile or other downloadable applications related to our network nodes (“Nodes”), and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and XNET regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING XNET’S PRIVACY POLICY [https://www.xnet.company/privacy-policy] (TOGETHER, THESE “TERMS“). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND XNET’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY XNET AND BY YOU TO BE BOUND BY THESE TERMS.
[YOU AGREE TO RECEIVE TEXTS FROM OR ON BEHALF OF XNET AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS WILL INCLUDE SIGN UP AND GENERAL MARKETING. YOU UNDERSTAND AND AGREE THAT THESE TEXTS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.]
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND XNET ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1.XNET Service Overview.
We are offering a new approach to bringing mobile wireless 5G connectivity to consumers and businesses using blockchain technology, Citizens Broadband Radio Service (“CBRS”) radio spectrum, and a community of network operators. Our Service enables a modern 4G and 5G wireless network using CBRS and any other available radio spectrum and partners with a community of individuals and businesses who will own and operate XNET’s Nodes in return for crypto rewards.
2. Eligibility.
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration.
To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your geolocation information, and contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at info@xnet.company.
4. Nodes.
4.1 Access.
Upon registration of an account, you hereby grant us access and all necessary permissions to use your Node to provide the Service.
4.2 Safety Information.
Nodes should only be used as directed in the safety and use instructions provided with the Nodes and as per instructions available at [https://www.xnet.company/documents].
4.3 Compatibility.
Our Nodes require certain network requirements in order to operate the Node properly. The requirements for Nodes are located at [https://www.xnet.company/documents]. You are solely responsible for determining the compatibility of the Nodes with other equipment in your premises, and you accept that lack of compatibility is not a valid claim under any applicable warranty and does not otherwise constitute a basis for receiving a refund.
4.4 Installation.
There may be laws in the jurisdiction that you install a particular Node applicable to where and how to install that Node. You should check that you are in compliance with all relevant laws in your jurisdiction. We are not responsible for any injury or damage caused by self-installation. You should do your own diligence of the installers to select one that best fits your needs.
(a) Spectrum Access System.
If you install a Node as an outdoor unit, you need to register with the Federal Communications Commission (“FCC”) as a Spectrum Access System. Failure to register will result in the Node not being able to operate. We assume no liability for non-operational Nodes due to failure to register with the FCC. Instructions on how to register are located at [https://cdn.shopify.com/s/files/1/0626/8043/2819/
files/CPI_Instructions.pdf?v=1663954477].
4.5 Returns.
You will have a period of 14 calendar days from the time that you have received your XNET node to return the device on condition that the XNET node has not been opened and deployed. In order to be eligible for a return, your XNET node must be in the same condition as when you received it and unused. If you receive a defective or damaged device, you have the right to request a refund or replacement by contacting us at this email: shopify@xnet.company.
5. General Payment Terms.
Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in these Terms.
5.1 Price.
XNET reserves the right to determine pricing for the Nodes. XNET will make reasonable efforts to keep pricing information published on the Nodes up to date. We encourage you to check our pricing page periodically for current pricing information. XNET may change the fees for any feature of the Service, including additional fees or charges, if XNET gives you advance notice of changes before they apply. XNET, at its sole discretion, may make promotional offers with different features and different pricing to any of XNET’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
5.2 Authorization.
You authorize XNET to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by XNET, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then XNET may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
1.XNET Tokens
5.3 License to Use.
When your Node is accessed or used by third parties through the Service, you are eligible to receive rewards as described further on our rewards page [link]. As a reward, we, in our sole discretion, may offer eligible users of the Service the ability to acquire a limited license to use our virtual currency (“$XNET”). If we offer you the ability to acquire a limited license to use XNET Tokens, we hereby grant you a non-exclusive, revocable, personal, limited, non-transferable (except as specifically set out in Section 6.2 below) right and license to use XNET Tokens only for your personal use exclusively in connection with the Service as permitted by us, subject to these Terms.
5.4 Ways to Acquire XNET Tokens.
5.4 Ways to Acquire XNET Tokens.
Eligible users of the Service may acquire a limited license to use XNET Tokens: (a) by acquiring XNET Tokens from us; or (b) through such other methods as we may offer from time to time. We will credit your account for any XNET Tokens acquired by you. Your license to use XNET Tokens will terminate upon termination of these Terms or your account and as otherwise provided herein, except as otherwise required by applicable law.
5.5 XNET Tokens Not Redeemable or Exchangeable.
XNET Tokens do not: (a) have an equivalent value in fiat currency; (b) act as a substitute for fiat currency; (c) act as consideration for any legally enforceable contract (except where we grant a license to use XNET Tokens); or (d) earn interest. XNET Tokens are not redeemable or exchangeable for fiat currency, monetary value, or convertible virtual currency from us or any other third party, except as expressly provided in these Terms or otherwise required by applicable law.
5.6 Final Payment.
All transactions for XNET Tokens are final and not refundable or exchangeable, except as required by applicable law. You may not transfer, assign, sell, gift, exchange, trade, convert, lease, sublicense, rent, or distribute XNET Tokens except as expressly permitted by us. Any disposition or attempted disposition of XNET Tokens in violation of these Terms will be void and will result in immediate termination of your account and your license to use XNET Tokens. We do not recognize or condone any third-party services that may be used to sell, exchange, transfer, or otherwise dispose of XNET Tokens. We do not assume any responsibility for, and will not support, such transactions.
5.7 No Obligation.
Neither XNET nor any third party has any obligation to exchange XNET Tokens for anything of value, including, but not limited to, fiat currency, except as expressly provided in these Terms or otherwise required by applicable law. We, in our sole discretion, may impose limits on XNET Tokens, including, but not limited to, the amount that may be acquired, earned, or redeemed.
5.8 Valuation of XNET Tokens and Assumption of Risk.
The prices and value of XNET Tokens may be volatile and are subjective. XNET Tokens have no inherent or intrinsic value. XNET does not and cannot guarantee that XNET Tokens received have any value or will retain their original value. You agree to assume all risks associated with the use and value of the XNET Tokens. You also acknowledge and agree that we may engage in actions that may impact the perceived value or acquired price of XNET Tokens at any time, except as prohibited by applicable law.
5.9 Reservation of Rights.
Except as otherwise prohibited by applicable law and except for the limited licenses granted under these Terms, we reserve and retain all rights, title, and interest in and to XNET Tokens.
5.10 Absolute Right.
We, in our sole discretion, have the absolute right to manage, modify, suspend, revoke, and terminate your license to use XNET Tokens without notice, refund, compensation, or liability to you, except as otherwise prohibited by applicable law. We make no guarantee as to the nature, quality, or value of XNET Tokens or the availability or supply thereof.

1.1 No Investment Advice.

XNET does not provide investment, tax, or legal advice, nor does XNET broker XNET Tokens trades on your behalf. All transfers of XNET Tokens are based on the parameters of your instructions via the Services, and you are solely responsible for determining whether any XNET Tokens purchase, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. The information provided via the Services or through any of XNET’s third-party service providers does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any such content as such. XNET does not recommend that any XNET Tokens, or any other assets traded on the Service, should be bought, earned, sold, or held by you. Before making the decision surrounding any XNET Tokens, you should conduct your own due diligence and consult your financial advisors before making any investment decision. XNET will not be held responsible for the decisions you make surrounding XNET Tokens or any other assets on the Service.

1.2 XNET TOKEN DISCLAIMERS.

XNET TOKENS ARE INTANGIBLE VIRTUAL ASSETS THAT EXIST BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN. XNET AND ITS THIRD-PARTY SERVICE PROVIDERS MAKE NO PROMISES OR GUARANTEES WITH RESPECT TO ANY BLOCKCHAIN OR SMART CONTRACTS. YOU AGREE THAT XNET AND ITS THIRD-PARTY SERVICE PROVIDERS ARE NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR ANY ISSUES OR LOSSES RELATED TO ANY BLOCKCHAIN, ANY DIGITAL WALLETS, OR SMART CONTRACTS.

1.3 Regulatory Disclaimers.

The laws and regulations governing non-fungible tokens, blockchain technologies, and cryptocurrencies are rapidly evolving. Changes in such laws or regulations may impact our ability to provide the Services, including XNET Tokens.

6. Licenses.

6.1 Limited License.

Subject to your complete and ongoing compliance with these Terms, XNET grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service.

6.2 License Restrictions.

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

6.3 Feedback.

We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant XNET an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

7. Ownership; Proprietary Rights.

The Service is owned and operated by XNET. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service, including the XNET Tokens, provided by XNET (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of XNET or its third-party licensors. Except as expressly authorized by XNET, you may not make use of the Materials. There are no implied licenses in these Terms and XNET reserves all rights to the Materials not granted expressly in these Terms.

8. Third-Party Terms.

8.1Third-Party Services and Linked Websites.

XNET may provide tools through the Service that enable you to export information or XNET Tokens to third-party services. By using one of these tools, you hereby authorize XNET to transfer that information or XNET Tokens to the applicable third-party service. Third-party services are not under XNET’s control, and, to the fullest extent permitted by law, XNET is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under XNET’s control, and XNET is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, XNET will have no control over the information that has been shared.

8.2 Third-Party Software.

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

9. Communications.

9.1 Text Messaging.

You agree that XNET and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING TEXT MESSAGES FROM XNET, YOU CAN TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM XNET, YOU CAN TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase on or use of the Service.

9.2 Email.

We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

10. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:

10.1

use the Service for any illegal purpose or in violation of any local, state, national, or international law;

10.2

violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

10.3

access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by XNET;

10.4

interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

10.5

interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

10.6

perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, or accessing any other Service account without permission;

10.7

sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 8) or any right or ability to view, access, or use any Materials; or

10.8

attempt to do any of the acts described in this Section 11 or assist or permit any person in engaging in any of the acts described in this Section 11.

11. Modification of Terms.

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

12. Term, Termination, and Modification of the Service

12.1 Term.

These Terms are effective beginning when you accept the Terms or first purchase a Node, or otherwise download, install, access, or use the Service, and ending when terminated as described in Section 13.2.

12.2 Termination.

If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, XNET may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at info@xnet.company.

12.3 Effect of Termination.

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay XNET any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 7.3, 8, 13.3, 14, 15, 16, 17, and 18 will survive. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

12.4 Modification of the Service.

XNET reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. XNET will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service.

13. Indemnity.

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify XNET, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “XNET Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

14. Disclaimers; No Warranties by XNET

14.1

THE SERVICE, NODES, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. XNET DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. XNET DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND XNET DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

14.2

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR XNET ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE OR NODES WILL CREATE ANY WARRANTY REGARDING ANY OF THE XNET ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

14.3

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 15 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. XNET does not disclaim any warranty or other right that XNET is prohibited from disclaiming under applicable law.

15. Limitation of Liability

15.1

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE XNET ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, THE NODES, OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY XNET ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

15.2

EXCEPT AS PROVIDED IN SECTIONS 17.5 AND 17.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE XNET ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, NODES, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO XNET FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

15.3

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Dispute Resolution and Arbitration

16.1 Generally.

Except as described in Section 17.2 and 17.3, you and XNET agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

16.2 Exceptions.

Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

16.3 Opt-Out.

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to XNET, Inc., Attention: Legal Department – Arbitration Opt-Out, 400 Concar Drive, San Mateo, CA 94402 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once XNET receives your Opt-Out Notice, this Section 17 will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

16.4 Arbitrator.

This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting XNET.

16.5 Commencing Arbitration.

Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). XNET’s address for Notice is: XNET, Inc., 400 Concar Drive, San Mateo, CA 94402. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or XNET may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, XNET will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if XNET has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.

16.6 Arbitration Proceedings.

Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or XNET must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

16.7 Arbitration Relief.

Except as provided in Section 17.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by XNET before an arbitrator was selected, XNET will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties. Judgment on the award may be entered in any court having jurisdiction.

16.8 No Class Actions.

YOU AND XNET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and XNET agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

16.9 Modifications to this Arbitration Provision.

If XNET makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to XNET’s address for Notice of Arbitration, in which case your account with XNET will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

16.10 Enforceability.

If Section 17.8 or the entirety of this Section 17 is found to be unenforceable, or if XNET receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 will govern any action arising out of or related to these Terms.

17. Miscellaneous

17.1 General Terms.

These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and XNET regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

17.2 Governing Law.

These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and XNET submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Mateo County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

17.3 Privacy Policy.

Please read the XNET Privacy Policy [https://www.xnet.company/privacy-policy] (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The XNET Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

17.4 Additional Terms.

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

17.5 Consent to Electronic Communications.

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

17.6 Contact Information.

The Service is offered by XNET, Inc., located at 400 Concar Drive, San Mateo, CA 94402. You may contact us by sending correspondence to that address or by emailing us at info@xnet.company.

17.7 Notice to California Residents.

If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

17.8 No Support.

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

17.9 International Use.

The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

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