Terms Of Service
Welcome, and thank you for your interest in XENA Intelligence Inc (“XENA,” “we,” or “us”) and our website at www.xenaintelligence.com, along with our related websites, networks, hosted software applications, and professional and other services provided by us (collectively, our “Service”).
These Terms of Service are a legally binding contract between you and XENA regarding your use of the Service. PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU: (A) AGREE TO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (“CLIENT” OR “YOU”); AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CLIENT AND ITS AFFILIATES TO THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”). IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE ANY PRODUCT OR RECEIVE ANY PROFESSIONAL SERVICES.
1. XENA Intelligence Service Overview:
XENA Intelligence specializes in Amazon PPC Management, ensuring optimal product visibility and ROI through targeted Pay-Per-Click campaigns. Our services include expert management of Amazon advertising campaigns, precise product listing creation, image optimization, inventory management, and comprehensive support for successful product launches. These Terms set forth the terms and conditions for all Services that are: (a) expressly identified in THE Service Agreement issued to you by XENA Intelligence or (b) selected by you on XENA’s webpage. Each Order Form is subject to the terms and conditions of these Terms.
2. 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 your organization or entity, such as an email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide 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. You agree that you will only allow the number of users authorized under your account to access the Service and any related tools, applications, information, and materials provided in connection with the Service. If you have reason to believe that your account is no longer secure, then you must immediately notify us at contact@xenaintelligence.com
3. Payment Terms:
Clients will be invoiced based on their service agreement or as per the Website payment page, which may include a retainer fee, a combination of retainer and a percentage of Amazon sales, or solely a percentage of Amazon sales. Payment details will be specified in the service agreement and invoices issued by XENA Intelligence. All payments must be made in United States dollars. XENA Intelligence retains the right to suspend services for unpaid fees. Clients are responsible for all applicable Taxes, excluding those based on XENA's income. If legally obligated, clients must settle Taxes unless a valid tax exemption certificate is furnished to XENA.
4. Product License and Use Restrictions.
4.1. License: XENA Intelligence grants you a limited, non-transferable right to access and use the Service identified in this agreement for the specified term and in accordance with the provided documentation and restrictions.
4.2 Additional Features: Certain features may require additional fees. Not all features may be available at your subscription level.
4.3 Evaluation Versions: Evaluation or trial use is permitted for the designated period, subject to specified restrictions. Evaluation versions may be disabled after the trial period, with data becoming unavailable.
4.4 Ownership and Restrictions:
a. XENA Intelligence owns the Service, including all materials and intellectual property rights.
b. You may not reproduce, publish, or distribute the materials without authorization.
c. Except for granted rights, no other rights are provided, whether express or implied.
4.5 Use Restrictions:
a. Do not permit unauthorized use or provide services to third parties.
b. Do not engage in benchmarking or competitive product development activities.
c. Do not circumvent security features or disable technological measures.
d. Do not modify, reverse engineer, or access source code without authorization.
e. Do not use the Service in a manner that burdens XENA Intelligence's systems or interferes with its services.
4.6. Protection Against Unauthorized Use: You must prevent unauthorized use and promptly notify XENA Intelligence in writing of any such use, terminating access for unauthorized users.
5. User Content
5.1. User Content: You may upload various content, such as messages, images, and data ("User Content") to the Service. XENA Intelligence may collect this content from your third-party accounts.
5.2. License Grant: By providing User Content, you grant XENA Intelligence a global, perpetual, royalty-free license to host, modify, and distribute your content to provide the Service. You waive objections to any alterations made by XENA Intelligence.
5.3. Representations and Feedback:
a. You affirm ownership of User Content and the right to grant access.
b. You ensure compliance with third-party platform agreements and applicable laws.
c. XENA Intelligence is not responsible for User Content, and you waive any related claims.
d. Feedback provided grants XENA Intelligence the right to use it freely for Service improvement.
6. Professional Services
6.1 Provision of Services: XENA Intelligence will provide implementation, installation, configuration, and other professional services as specified in the Service Agreement.
6.2 Ownership: XENA Intelligence owns all rights to any materials or work created ("Deliverables"). You have a license to use Deliverables for the Service and Professional Services during your subscription.
6.3 Client Responsibilities: You must provide necessary technical data and resources at no charge. You are responsible for the accuracy of the provided data.
7. Prohibited Conduct.
BY USING THE SERVICE YOU AGREE NOT TO
7.1 Use the Service for illegal activities or in violation of any laws.
7.2 Infringe on third-party rights, including intellectual property rights.
7.3 Interfere with security features or reverse engineer the Service.
7.4 Use automated tools to copy or catalog Service content.
7.5 Disrupt the Service's operation or other users' experience.
7.6 Engage in fraudulent activities or impersonate others.
7.7 Sell or transfer your access rights or any materials.
7.8 Assist or permit others in violating these rules.
8. Attribution.
When sharing XENA Intelligence Data externally, you must provide proper attribution to XENA Intelligence, indicating it was generated by us, and include a link to our website. You must cease disclosure upon our request. Commercial distribution or resale of XENA Intelligence Data requires our written consent. The data is provided "AS IS" without guarantees of completeness or accuracy.
9. Termination of Use;
10.1 Termination: Your permission to use the Service ends if you violate these Terms. XENA Intelligence can terminate your account or suspend access at any time without notice. We can also modify or end the Service without liability.
10.2 Termination for Breach: You can terminate the Service Agreement if XENA Intelligence doesn't fix a material breach within 30 days of your notice. Termination occurs after XENA Intelligence fails to cure the breach. Non-payment may result in Service suspension.
10. Additional Terms.
Your use of the Service is governed by additional terms, policies, rules, or guidelines we may post or link to ("Additional Terms"). These are incorporated into these Terms and apply to specific features or content on the Service.
11. Modification of these Terms.
We can change these Terms anytime. Major changes require your acceptance to continue using the Service. Minor changes are effective upon publication. Disputes follow the Terms in effect when the dispute arose.
12. Confidentiality.
12.1 Definition: "Confidential Information" includes disclosed terms, business plans, and technical data. Exclusions are publicly known info or independently developed data.
12.2 Protection: Receiving Party can't use or disclose Confidential Information. Exceptions: legal obligation with prior notice to Disclosing Party. Receiving Party must take reasonable precautions to maintain confidentiality. Detailed terms are outlined in the service agreement; please read and accept.
13. Intellectual Property
The Contracting Party agrees that all Results and all Intellectual Property in and to the Results shall be the exclusive property of XENA Intelligence. The Contracting Party hereby irrevocably assigns to XENA Intelligence all right, title and interest in and to the Results and all Intellectual Property therein, without additional cost to XENA Intelligence, for all useful purposes, including and without limitation commercial purposes, worldwide and for the entire term of protection of the rights recognized by applicable law. The rights assigned also include the right of XENA Intelligence to obtain protection for the Results, in any country of the world, in its own name or the name of a third party it designates, by means of any intellectual property right that it may select. The Contracting Party undertakes to execute and shall cause its employees to execute, all documents. To the extent that the Results include tangible materials, XENA Intelligence shall also be the exclusive owner of all tangible property rights and Intellectual Property in such Results.
14. Technical Support.
Subject to your continued payment of all fees, XENA Intelligence will provide you with its standard technical support for the Service during XENA Intelligence’s regular business hours.
15. Assignability.
Neither party may assign its right, duties, or obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that Xena Intelligence may assign this agreement to an affiliate or a successor (including a successor by way of Change of Control or operation of law), or in connection with the sale of all of the assets or business to which this agreement relates. A Change of Control shall be deemed to cause an assignment of this agreement. “Change of Control” means a merger, acquisition, divestiture, sale of assets or equity, or similar transaction.
16. Use of Brand Name.
Xena Intelligence may use your name, brand, or logo solely for the purpose of identifying you as a licensee or customer of Xena Intelligence in a ‘client’ section of Xena Intelligence’s website, brochures, or other promotional materials, or as part of a list of Xena Intelligence’s Customer in a press release or other public relations materials. Any such limited use by Xena Intelligence shall include proper attribution to you or the parent company of any trademark or logo of you or the parent company, and shall in no way suggest that Xena Intelligence is affiliated with, or speaking on behalf of, you or the parent company. Any other press releases or marketing materials referring to the trademarks or logos of you shall require mutual approval in writing prior to public dissemination.
17. Indemnity
You are responsible for your use of the Service and will defend and indemnify XENA Intelligence, its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (collectively, the 'XENA Entities') from any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising from: (a) your access to, use of, or alleged use of the Service; (b) your violation of these Terms, any referenced representation, warranty, or agreement, or any applicable law; (c) your violation of any third-party rights, including intellectual property, publicity, confidentiality, or privacy rights; or (d) any dispute between you and a third party. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of that claim.
18. Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE XENA INTELLIGENCE ENTITIES DISCLAIM 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. THE XENA INTELLIGENCE ENTITIES DO 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 DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. THE XENA INTELLIGENCE ENTITITES DISCLAIM ANY WARRANTY OF CUSTOMER SATISFACTION RELATING TO THE USE OF ANY SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE XENA INTELLIGENCE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
19. Limitation of Liability
IN NO EVENT WILL THE XENA INTELLIGENCE 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 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 XENA INTELLIGENCE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. IN PARTICULAR, XENA INTELLIGENCE IS NOT LIABLE TO YOU FOR ANY ERRORS MADE BY YOU, YOUR EMPLOYEES, AGENTS, OR REPRESENTATIVES IN USING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY ERROR MADE IN ENTERING A MARKETING BUDGET ON THE SERVICE, OR ANY DIRECT OR INDIRECT CONSEQUENCES OF SUCH ERRORS.THE AGGREGATE LIABILITY OF THE XENA INTELLIGENCE 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 OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO XENA INTELLIGENCE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 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 20 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20. Governing Law.
Any claim, dispute or difference relating to or arising out of this Agreement shall be referred to This agreement shall be governed by, and construed in accordance with, the laws of the US, without giving effect to any conflict of law rules. The parties agree that any dispute shall be submitted exclusively to the competent courts of Kentucky.
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21. Relationship.
Xena Intelligence will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of the Service.
22. Notices.
Any notices or communications required or permitted to be given by these Terms or any Order Form must be (i) given in writing and (ii) personally delivered or mailed, by prepaid, certified mail or overnight courier, or transmitted by facsimile or electronic mail transmission (including PDF), to the party to whom such notice or communication is directed, to the mailing address or regularly-monitored electronic mail address as indicated on the Order Form. Any such notice or communication shall be deemed to have been given on (i) the day such notice or communication is personally delivered, (ii) three (3) days after such notice or communication is mailed by prepaid certified or registered mail, (iii) one (1) working day after such notice or communication is sent by overnight courier, or (iv) the day such notice or communication is faxed or sent electronically, provided that the sender has received a confirmation of such fax or electronic transmission. A party may, for purposes of these Terms, change his, her or its address, fax number, email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other party pursuant to this Section 25.
23. Force Majeure.
XENA Intelligence will have no liability for, or be considered to be in default under these Terms oon account of, any delay or failure to perform as a result of any cause or condition beyond its reasonable control, including without limit any fire, explosion, power blackout, earthquake, flood, severe storm, acts of God, strike, embargo, labor disputes, act of war, terrorism, or acts of regulatory or governmental agencies. (“Force Majeure”).
24. Consent to Electronic Communications.
By using the Service, you consent to receiving certain electronic communications from us through the e-mail address listed in your user account.
25. Contact Information.
The Service is offered by XENA Intelligence, located at 14303 Halden Ridge Way Louisville KY 40245. You may contact us by sending correspondence to that address or by emailing us at contact@xenaintelligence.com.