top of page

Terms of Service

A Legal Disclaimer

Welcome to Xtolia Inc, doing business as Xtolia ("we," "us," "our"). By accessing or using our website and services, you agree to be bound by the following terms and conditions ("Terms"). Please read these Terms carefully before using our services. If you do not agree to these Terms, please do not use our services. 

Acceptance of Terms

By accessing and using the Xtolia Inc website and services, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, you should not use our services. These terms shall commence upon the Effective Date and shall remain effective while Xtolia Inc performs work on behalf of Client. This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:

(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.

Statement of Work (SOW)

Host agrees to provide Client with website hosting services, consisting of website server space, e-mail capability, internet access, domain name registration, and such additional services, as may be provided by Host from time to time. Host reserves the right to change or modify the features of Client’s service plan from time to time on 30 days written or e-mailed notice to Client. Client’s continued use of Host’s services after receipt of such a notice of modification shall constitute Client’s acceptance of and agreement to be bound by the Host’s modification of the terms and conditions of this Agreement.

Website Hosting

Clients who utilize website hosting service from Agency shall be bound by the terms outlined in the Website Hosting Agreement. The Website Hosting Agreement shall be deemed to be a part of this Agreement and governed by the provisions hereof and the additional provisions set forth in the Website Hosting Agreement. The Website Hosting Agreement is available at this url: Website Hosting Agreement

Confidential Information

Confidential information is that which relates to the Client’s or Xtolia Inc’s research, development, trade secrets or business affairs and includes, in the case of Xtolia Inc’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Xtolia Inc and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient.

Confidentiality

In view of the fact that Xtolia Inc’s work will bring Xtolia Inc into close contact with many confidential affairs of Client not readily available to the public, and plans for future developments, Xtolia Inc agrees to keep secret all matters, except for the existence of this engagement generally, and further agrees not to disclose any such matters to anyone outside of Xtolia Inc throughout the term of this agreement, without written consent from Client.

Non-Solicitation

The parties to this Agreement agree that no effort shall be made to solicit employees from the other party, directly or indirectly, and that no compensation of any kind may be offered or provided to any person currently compensated by the other party without prior written consent by the prior compensation provider, for the term of this agreement as described below. Neither party shall solicit the other’s employees, independent contractors or consultants or engage them in any work independent the parties’ relationship under this Agreement during the term of the Agreement and for two years thereafter. Expenses Any expenses accrued shall be fully reimbursed to Xtolia Inc with NET 30 terms.

Payment Terms and Fees

By engaging our services, you agree to pay all fees and charges associated with the services provided. The price and timeline may vary depending on project complexity. If the price differs from the one displayed on the website you will be contacted and given the option to either: complete your order for the relevant service at the updated price or cancel your order for the relevant service. The remaining balance will be settled upon final approval of the project.

 

All payments are due in accordance with the terms specified in the service agreement or invoice. Late payments may result in additional charges and suspension of services.

Expenses

Any expenses accrued shall be fully reimbursed to Xtolia Inc with NET 30 terms.

Indemnification

In the event that Xtolia Inc incurs any loss or expense (including reasonable attorneys’ fees and/or costs) as the result of any claim, suit or proceeding made or brought against Xtolia Inc based upon or relating to any work which Xtolia Inc has prepared for Client, with the exception of any claims based on damages alleged to have been intentionally caused by Xtolia Inc, which work is either approved by Client or was based on materials, statements, ideas or instructions from Client, Client agrees to indemnify Xtolia Inc and to hold Xtolia Inc harmless from and against any such loss or expense. The obligation to indemnify Xtolia Inc hereunder shall not be deemed terminated upon cancellation. 

Liability of Xtolia Inc

Xtolia Inc shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Xtolia Inc or by Client. Xtolia Inc shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. Maximum liability under this Agreement shall not exceed the total fees received from Client. Any action brought against Xtolia Inc pertaining to or in connection with the Services, and the Products must be commenced and notified to Xtolia Inc in writing within one (1) year after the date the cause for action arose. This provision shall continue to be effective after the termination of this Agreement.

Reservation of Xtolia Inc Technology

Xtolia Inc shall own and retain all rights to any and all programming source code, software, technology, concepts, ideas, designs and other work, materials and information the creation or development of which predate this Agreement, including all modifications thereto made during the term hereof (the “Pre-existing Material”). Xtolia Inc hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform  programming source code, in compiled machine readable object code form only, to the extent incorporated into the Project, strictly for the purposes and in the territories set out herein.

Ownership and Usage

Subject to Xtolia Inc’s receiving full payment under this Agreement, Xtolia Inc assigns to the Client, without representation or warranty, all rights, title and interest Xtolia Inc may have in any work specifically created by Xtolia Inc for the Client pursuant to this Agreement, except that:

(a) Xtolia Inc may use and distribute such work as part of its portfolio for promotional purposes;


(b) Xtolia Inc shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Work”) which have been presented to the Client but not included in the final work product;

(c) Xtolia Inc shall own and retain all rights to any technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, 3d modeling files, animation files and other source files for front-end deliverables, computer programs, source codes, game engines or other backend and background elements, files and features incorporated into or utilized by the Work (collectively, “Background Technology”). Unless the parties agree otherwise in a written and signed Statement of Work, Xtolia Inc shall retain ownership of any and all Background Technology, including any and all associated intellectual property rights. Xtolia Inc hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform Xtolia Inc’s Background Technology, in compiled machine readable object code form only, to the extent incorporated into deliverables provided hereunder strictly for the purposes and in the territories set out in the applicable Statement of Work. Use of Background Technology for any other project, on any other website or in any other medium shall be subject to additional fees and licenses which may be granted or withheld by Xtolia Inc in its sole discretion; and

(d) Subject to the services provided hereunder, Xtolia Inc shall retain all rights to any illustrations and other proprietary artwork created by the Xtolia Inc. Except as otherwise set forth in this Section, Xtolia Inc grants Client the limited irrevocable right to use the designs.

Governing Law and Dispute Resolution

The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Delaware without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in Georgetown, Court of Chancery Courthouse, State of Delaware. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.

Severability

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision. 

Force Majeure

Xtolia Inc shall not be deemed in breach of this Agreement if Xtolia Inc is unable to complete the Services or any portion thereof due to Force Majeure Events, including but not limited to acts of nature (fire, flood, earthquake, storm, or other natural disaster), acts of war (invasion, hostilities, rebellion, revolution, insurrection, terrorist activities, and other hostile activities), actions taken by governments (sanction, blockage, embargo, and other governmental actions), labor disputes (strike, lockout, or any similar dispute), failure of power sources, outages caused by external service providers, death, illness, or incapacity of Xtolia Inc, and any other event which we cannot reasonably anticipate, prevent, control, or avoid, beyond Xtolia Inc’s control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, Xtolia Inc shall give notice to the Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

Date of Update

Last Updated July 5, 2024. Click to read our Private Policy Agreement.

bottom of page