Terms of services
nXr TERMS OF SERVICE
NXR Systems ABN 55134544652 (“nXr“, “We” or “Us“), is the owner, developer and provider of the services associated with nXr. Your access to and use of nXr Services and nXr Site (www.nxref.com) are subject to following Terms of Service (“Terms of Service”) and all applicable laws. These terms and conditions are the terms on which nXr will provide the Services to You. These terms constitute the agreement between You and Us (“the Agreement“) in its entirety and supersede any prior agreements between You and Us in respect of the Services. We may modify these terms and conditions, (including without limitation the pricing for any of the Services), or give You notice under this Agreement, by notice on our website and/or by email. Such modifications will take effect 7 days after such notice has been provided. By accepting these terms and conditions, You also agree to accept and be bound by any changes made by nXr under this clause. nXr makes no representation that the Services made available on or accessed through the Site are appropriate or available for use in other locations, and access to them from territories where such access is illegal is prohibited.
1. Customer Information
You will need to supply nXr with accurate, complete and up-to-date personal information, including billing and account information, so as to be supplied with products, Services and payment confirmation. You shall notify nXr of any changes to Your contact information.
nXr will not be responsible if You do not receive important notifications (such as renewal notices) due to inaccurate personal information or Your failure to notify nXr of changes to Your personal details.
You grant to nXr the right to disclose your personal information to other parties, including customer enquiries, mailing operations and billing and debt-recovery entities, in order to ensure that nXr is able to effectively provide its Services to You.
You acknowledge and consent to the disclosure by nXr to any law enforcement agency in any jurisdiction that is investigating any breach or suspected breach of any law in any jurisdiction of Your identity or other personal information provided by You to nXr, upon nXr being requested to do so by that law enforcement agency.
nXr cannot and does not know or control whether You have given access to Your nXr account to other people and recommends that You keep password and login in details confidential. You are totally responsible for when and how Your account with nXr is used and the actions of the people (if any) You allow to access.
3. Acceptable use of the Services
You will ensure that Your activities and collected data while using nXr services is not illegal; pornographic, obscene or sexually explicit; discriminatory to any race, ethnic group, religion, or sect; discriminatory or offensive to the disabled or any physically, socially or economically disadvantaged sector of the community; discriminatory against any persons of a particular gender or sexual persuasion; discriminatory against any professional or trade group; offensive, or derogatory to any person or persons; or likely to in any way interfere with or harm the business of any person or entity or to interfere in any way with the natural course of business.
You will also ensure that your activities and collected data while using nXr services will not breach copyright or other Intellectual Property Rights; or will not be contrary to the terms of any binding confidentiality or other agreement nor breach the Privacy Act or equivalent or any other laws or legal requirement.
nXr may, but shall not be obligated to, immediately and without notice, terminate the provision of Services to You and remove Your access to it, if We are of the reasonable opinion that You may be in breach of this clause of this Agreement and such termination may take place immediately on detection of such conduct and without notice to You. You acknowledge that You shall have no remedy or recourse against nXr.
Upon termination under this clause, nXr shall have the right to delete and/or destroy any and all of the content of Your website and Your information, without accounting to You for such destruction.
You shall have no redress against nXr in respect of any loss or claimed loss arising out of anything done under this clause.
Notwithstanding termination under this clause, nXr shall be entitled to receive payment from You for the Services for the term of this Agreement currently in force at the time of such termination. nXr does not accept liability for any damage which may cause by your use of nXr services. You will indemnify and keep nXr fully indemnified in respect of any claim, loss, cost or damage suffered or incurred by nXr as consequence of Your use of the Services.
4. Reliance on Services
Whether You are using the Services for private or commercial purposes, or both, You agree and understand that the quality, and continuity, of nXr’s Services depends on factors over which nXr has no control and cannot seek to control. nXr may be required to perform maintenance, which also may effect the quality, and continuity, of nXr’s Services. nXr will take all reasonable steps to notify You of such maintenance when permitted by the circumstances. Whilst nXr will endeavour to maintain ongoing access, it is probable in such an operating environment that disruptions and failures of any or all computer systems, network resources, and the Services may occur. Recognising this, You agree that:
- nXr cannot and does not guarantee, warrant or otherwise imply that You will receive constant and uninterrupted access;
- nXr will provide You with access at any given time only as the circumstances allow; and
- nXr cannot always ensure that it’s computer systems and network resources will be fully or continually protected from unlawful access by others, including the infection of data or other information by viruses, or the alteration, misuse, or stealing of data or other information or that any of these activities will be detected.
5. Subscriptions, Fees and Payment
The Services are free or paid subscriptions under four categories: Individual – Free, Individual – Paid, Group – Free, and Group – Paid. “Group” here represents combination of a group admin and members working at one level beneath the admin in the hierarchical organisation chart. One person or legal entity may not maintain more than one free subscription.
The fees for paid subscriptions are not license fees, but charges for storage and related services. You may change your subscription at any time to any of these plan “Individual – Free”, “Individual – Paid”, “Group – Free”, “Group – Paid”. However, if you downgrade your plan, it may cause the loss of content, features, or capacity of your account. If you opt to downgrade, you agree to be solely responsibility for any related loss; nXr cannot and will not be held liable for such loss. If a free account is inactive (i.e., there has been no synchronization of files) for ninety (90) days, nXr reserves the right to delete all files in that account without notice or liability to you.
You agree to provide nXr with complete and accurate billing and credit card information in connection with your paid subscription(s). If the information you have provided is false or fraudulent, nXr reserves the right to terminate your access to the Services in addition to any other legal remedies.
The fees for the paid services are set out at https://www.nxref.com/upgrade-plan/ and are subject to change from time to time. You agree to pay the subscription fees and any other charges (including any applicable taxes) for the specific paid Services plan you select in accordance with the fees and billing terms in effect at the time you subscribed to such services. All fees and charges, when paid, are non-refundable and accrue on the first day of the initial subscription term or successive renewal term until terminated, regardless of whether you actually use the Services.
Once you upgrade any free subscription to any annually billed paid subscription, your next payment would be due on the same date of the following year. If you upgrade from Individual – Paid to Group – Paid, you will be charged net payment required for one-year subscription starting from the date of the upgrade. If you upgrade your paid group subscription by increasing group members in the middle of a subscription period, additional payment will be charged for the new members for remaining period. In case of any decrease in the number of group members in the current subscription period, there will be not refund and reduced group plan payment will be charged from next billing year. In addition, you will not be refunded for any downgrade in your plan e.g. from Group – Paid plan to Individual – Paid plan.
Payment for all paid subscriptions is handled for nXr by a third-party service provider, and your credit card statement may include this provider’s identifier. If you believe any fees or charges to your account are incorrect, you must contact us in writing within thirty (30) days of the date of the bill containing the amount in question to be eligible to receive an adjustment or credit.
nXr reserves the right to terminate a free account at any time in its sole discretion. nXr also reserves the right to impose fees, with at least fourteen (14) days prior notice to you, for your continued use of Services that were offered for free at the time you subscribed.
6. Upgrade and Termination of the Services
To deliver improved user experience, we may make changes by adding and removing various features in nXr services. nXr will notify you any changes in it’s services by email or notifications in it’s website.
nXr may terminate the Services to you if following circumstances occur:
A. If we cannot maintain the services in a commercially practical manner, we may cease to offer the Services. In such case, we will provide thirty-days prior notice via email that is associated with your account.
B. We may also cease to offer nXr Services for any other reason, in which case we will provide you with a thirty-days prior notice via email that is associated with your account.
nXr reserves the right, at any time, to disable the Services temporarily for security or maintenance reasons.
7. Software License
nXr grants You a non-exclusive, non-transferable and revocable license to use it’s Services. This Agreement does not convey to the Licensee any ownership rights or any other interest in the Sweeper Service. You may not copy or reproduce the software either in full or in part, nor attempt to in any way modify, alter, reverse engineer or de-compile the software.
You acknowledge that the proprietary rights belong to nXr only and You will not dispute such ownership. You acknowledge that nXr retains all right, title and interest in and to the Licensed Programs, including without limitations any error corrections, enhancements, updates or other modifications to the Service, whether made by nXr or any third party, and all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. The Licensee’s use of the Service does not transfer to it any title to the intellectual property of the Services or Software and the Licensee will not acquire any rights to the Services except as expressly set forth in this Agreement.
nXr warrants that the program will perform in accordance with the published specifications (including operating systems, browsers or other 3rd party dependencies) at the time the program is released. Your use of the program in unsupported environments is not supported. Your exclusive remedy and nXr’s entire liability in tort. contract or otherwise will be at nXr’s sole discretion.
nXr makes no warranty, expressed, implied or statutory, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non infringement of third party rights. If implied warranties may not be disclaimed under applicable law, then any implied warranties are limited in duration to the above noted period. No nXr representative, distributor, agent or employee is authorized to make any modifications to this agreement. If any modifications are made to the program by; if the program is subjected to accident, abuse or improper use, if you violate the terms of this agreement the license shall be immediately terminated.
8. Trade and Business Obligations
You agree to comply with all requirements for the conduct of business applicable to persons conducting business both in Australia and in Your country of residence, and in particular not to breach any export law or trade restriction by the sale or supply of goods or services on Your website.
9. Applicable Law
The laws of Victoria, Australia, govern this Agreement, and You submit to the exclusive jurisdiction of the courts of Victoria.
10. Force Majeure
We will not be liable for any act, omission, or failure to fulfill our obligations under this Agreement to the extent that such act, omission, or failure arises from any cause reasonably beyond our control including, but not limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental action, fire, server and communication line failures, power failures, earthquakes or other similar disasters (called “Force Majeure”). However, We will take reasonable steps to inform You of any such cause and to continue to perform our obligations under this Agreement.
11. Breach of Copyright
nXr does not condone activities and actions that breach the rights of copyright owners. It is Your responsibility to obey all laws governing copyright.
You agree to promptly inform nXr of any breach by You of these terms and conditions and of any conduct of any other person which You think may be a breach of these terms and conditions, whether the conduct has ceased, is continuing, or may occur in the future.