X'Aim Terms of Service

1. Legal agreement
1.1 Your permission to use the X'Aim Software (including X'Track, X'Select and X'Mate or any combination of these) ("the Software"), is conditional on you agreeing to the entire and unmodified terms of these X'Aim Terms of Service ("these Terms"). Once you have accepted these Terms, this document will constitute a legal agreement between you, or, if you represent a legal entity, that legal entity ("you") and X'Prime Pty Ltd (ACN 103 811 007) ("X'Prime"). If you have not agreed to these Terms in their entire and unmodified form, you do not have any permission to access, download, install or use the Software.
1.2 X'Prime may amend these Terms without notice to you. The current version of these Terms is available at:
http://www.xaim.com.au/terms.html
1.3 These Terms are governed by the law of New South Wales, Australia.
2. Your permission to use the Software
2.1 X'Prime grants you a non-exclusive licence to use the Software on the terms set out in this clause 2 ("the Licence"). The Licence is granted to you on the condition that you comply with these Terms.
2.2 Access to the Software is provided to you for your own personal use for recording and processing pedigree and other breeding information related to your breeding program.
2.3 You may only maintain one account for the Software, regardless of whether fees are payable in relation to the account under clause 3. Multiple accounts and multiple registrations of the Software by you are prohibited and you warrant that you will not operate more than one account at any one time.
2.4 X'Prime may at any time modify, or discontinue access to, temporarily or permanently, the Software with or without notice to you. X'Prime will not be liable to you or anyone else for any modification, suspension or discontinuance of or to the Software or any price changes notified under clause 3.3.
2.5 X'Prime is the owner of the Software and all related documentation. You do not acquire any rights to the Software other than the Licence.
2.6 Other than as provided for in these Terms or for the purposes of and subject to the conditions set out in the Copyright Act 1968 (Cth), no part of the Software may in any form or by any means (electronic, mechanical, microcopying, photocopying, recording or otherwise) be reproduced, copied, communicated to anyone else, stored in a retrieval system or transmitted without prior written approval of X'Prime. All inquiries should be addressed to X'Prime as follows:
51 Lentara Road
Invergowrie NSW 2350
Australia
2.7 Use of the Software by any person without X'Prime's approval may constitute an infringement of the intellectual property rights of X'Prime and may be subject to legal proceedings.
2.8 You will not, and will not allow or cause anyone else to:
  • decompile, disassemble, reverse engineer or reverse assemble, copy or modify the Software;
  • use the whole or any part of the Software to assist in the development of a similar or competitive product; or
  • otherwise use the Software except for the purpose set out in clause 2.2.
2.9 Unless X'Prime expressly approves, you will not:
  • sell, loan, rent, transfer or sub-licence the Software, or your rights under these Terms; or
  • use the Software for anyone else's benefit by way of a service bureau or otherwise.
2.10 Your access to the Software starts when you accept the entire unmodified provisions of these Terms. Your right to access the Software will terminate when any of the following happens:
  • you breach these Terms;
  • you become subject to any form of bankruptcy or insolvency administration; or
  • X'Prime issues you with a notice terminating your access to the Software at its sole discretion.
3. Payment of fees
3.1 Your access to the Software is conditional on payment by you of the monthly subscription fees (unless on the free plan) for the applicable plan. Payment must be made by a valid credit card and will be payable in advance. If you choose to cancel the Licence before the end of a monthly billing cycle, X'Prime will not provide any partial refund or credit.
3.2 If taxes, levies or duties are imposed by any governmental body or taxing authority, these will be added to the monthly subscription fee. You will be responsible for the payment of these additional amounts.
3.3 X'Prime may at any time vary the subscription fees. Changes in subscription fees will take effect 30 days after being posted on the Software website http://www.xaim.com.au/.
3.4 If you do not pay the subscription fees when due, X'Prime may terminate the Licence at the end of the billing cycle for which current subscription fees have been paid.
4. Warranties
4.1 Whilst care has been taken to ensure that the Software functions correctly, X'Prime makes no representation in relation to the Software and you use:
  • the Software;
  • any opinion, advice, reports or other information of any kind contained in or generated by the Software ("Results"); and
  • any advice, opinions or information supplied by X'Prime, its officers, employees or agents concerning the Software,
entirely at your own risk.
4.2 To the extent permitted by law, X'Prime (and all persons associated with it) makes no warranties, express or implied, and excludes all warranties, representations, terms or conditions, whether express or implied, oral or written, statutory or otherwise, relating in any way to the Software, the Results or these Terms, including any implied warranty of merchantability or fitness for a particular purpose. If any condition or warranty is implied into these Terms under a statute or regulation and cannot be excluded, the liability of X'Prime for a breach of the condition or warranty will be limited to, at X'Prime's option:
  • the replacement of access to the Software; or
  • the payment by X'Prime of the cost of again providing access to the Software.
4.3 You warrant that you have not relied on any representation made by X'Prime which has not been expressly stated in these Terms or upon any description or illustrations or specifications contained in any document including any marketing material or other information produced by X'Prime.
5. Limitation of liability
5.1 You should seek independent professional, technical, or legal advice, as the case may be, before acting upon any opinion, advice or information contained in or generated by the Software.
5.2 You acknowledge that you are responsible for all breeding stock or other data entered into the Software by you (the "Data").
5.3 You acknowledge that X'Prime:
  • is not able to verify the accuracy of any Data; and
  • will not be liable for any loss or damage (including any consequential loss or damage) however caused, suffered or incurred or which may arise directly or indirectly in respect of the supply of access to the Software under these Terms or the failure or omission on the part of X'Prime to comply with its obligations under these Terms.
5.4 By agreeing to these Terms, you acknowledge and agree that:
  • the Software and the Results may contain inherent defects, errors or deficiencies. It is your responsibility to make your own assessment of the suitability for your purposes of the Software and the Results; and
  • the Software may contain, or become subject to, viruses, and it is your responsibility to check for viruses before using the Software.
5.5 Except as provided in clause 4.2 of these Terms, X'Prime will not be liable in contract or in tort (including negligence) or otherwise for any loss or damage (including indirect or consequential loss or damage) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of:
  • your use of or access to, or inability to use or access, the Software;
  • your use of any of the Results;
  • any loss, destruction, corruption or disclosure of the any of the Data.
6. Release and indemnity
6.1 You release and indemnify and will continue to release and indemnify X'Prime, its officers, employees, subcontractors, licensors and agents from and against all actions, claims, proceedings or demands (including those brought by other persons) which may be brought against it or them, whether at common law, in equity or pursuant to statute or otherwise, in respect of any loss, death, injury, illness or damage (whether personal or property, and whether direct or consequential, including consequential financial loss) and any infringement of Intellectual Property Rights, howsoever arising out of your use of the Software or the Results, including without limitation in relation to any action taken by a breeder or anyone else in reliance on the Results, and from and against all damages, costs (including costs on a solicitor and client basis) and all expenses whatsoever incurred in defending or settling any such claim, proceeding or demand.
6.2 The indemnities provided under this clause 6 are continuing obligations, separate and independent of your other obligations and will survive the expiration or, where relevant, earlier termination of these Terms.
Terms of Service