This Agreement is between you and XooGuu, LLC (“XooGuu”). In this Agreement, you are referred to as “you,” “your,” “Customer,” and the like.
Only adult individuals at least eighteen (18) years of age and legal entities in good standing (e.g. corporations and limited liability companies) are eligible to become a Customer. If you are an individual less than eighteen (18) years of age, you cannot become a Customer and you should not use Zaxaa.com (the “Website”) for any purpose.
XooGuu provides an online Customer relationship management, sales, and marketing system consisting of a shopping cart solution to set-up digital product sales funnels, recruit affiliates, and send emails to customers and subscribers on a Subscription basis (the “Zaxaa System”). Zaxaa System Subscription options include, but are not limited to, Instant Automation, Premium Automation, Ultimate Automation, and BEATS™Mail System. Descriptions of Subscription options are found on the Website. Each Subscription covers one Customer’s use of the Zaxaa System subject to the terms and conditions of this Agreement. Unless you agree with these terms and conditions, you should not sign up for a Subscription.
When you sign up for a subscription (the “Subscription”) to use the Zaxaa System, you become a Customer and are acknowledging that you understand and agree to be legally bound by the terms and conditions of this Agreement.
When you become a Customer, you must select a user name and the password for your Customer account. Please safeguard this information from any unauthorized use. You are responsible for all of your account activities. In no event will XooGuu be liable for the unauthorized use or misuse of your account name or password. However, if XooGuu decides that your account is secured by a weak password, you will be notified that your password must be replaced with a more secure one. Failure to timely do so may result in suspension of your Customer account and denial of access to the Zaxaa System until you upgrade your password.
During your Subscription, Customer support requests for the Zaxaa System are to be made using the Website’s Customer support portal or via the bottom right green bubble icon inside your Zaxaa account.
Requests for Customer support are typically responded to within twenty-four (24) business hours, Monday - Friday, excluding public holidays. However, XooGuu does not promise or guarantee whether or when such support will be rendered. XooGuu reserves the right to refuse to provide Customer support that exceeds the scope of the Subscription.
If a request for Customer support will, in the opinion of XooGuu’s agent, take more than thirty (30) minutes of support time to complete, work in excess of 30 minutes (the “Excess Support Time”) is beyond the scope of the Subscription. XooGuu will notify Customer, provide an estimate of the time and cost involved, and Customer may elect to have XooGuu fulfill the request by making additional payment for the Excess Support Time and any related software or other resources necessary to fulfill the request.
Unless otherwise specified, your Subscription is for the selected term (e.g. monthly) and will renew automatically thereafter for successive equivalent terms unless either party elects to terminate such Subscription (which you can do at any time by contacting XooGuu via the Website’s Customer support portalor via the bottom right green bubble icon inside your Zaxaa account, and requesting to terminate your Subscription). Any renewal of your Subscription is subject to XooGuu’s then-current terms and conditions and payment of all applicable Subscription fees (including, but not limited to, Subscription term and per sale fees) at the time of renewal.
Either party may cancel your Subscription at any time for any reason. You may request cancelation using the Website’s Customer support portal or via the bottom right green bubble icon inside your Zaxaa account. You are responsible for all Subscription fees that accrue, including any renewal of your Subscription, prior to processing of a cancelation request.
When your Subscription to the Zaxaa System is cancelled for any reason, any existing subscriptions, memberships, or other recurring billing to your customers using the Zaxaa System is immediately terminated as well. You are solely responsible for making new payment arrangements, if any, with your customers using your own or third party service.
If XooGuu cancels your Subscription, you will be notified by e-mail. Any refunds are subject to the terms and conditions set forth in our Refund Policy.
As consideration for the Subscription you have selected, you agree to pay XooGuu the applicable service(s) fees set forth on the Website at the time of your selection. You agree to keep your payment information (credit card, debit card, electronic funds transfer, PayPal, etc.) accurate and current with XooGuu at all times.
All fees are due immediately upon registration and are non-refundable (except for the first 30 days under some circumstances). XooGuu may take all remedies available to collect fees owed and may recover from you all costs and expenses (including reasonable attorney fees) incurred by XooGuu to collect such fees.
The price you pay for your Subscription will not increase without thirty (30) days’ advance notice from XooGuu. XooGuu may change the pricing and resources offered for its Subscription plans from time to time.
In the event of non-payment, reversal of payment, or a chargeback by a credit card company or other payment provider, in addition to any other remedies XooGuu may have, XooGuu may, in its sole discretion, suspend or terminate your Subscription, including access to your Customer account and the Zaxaa System.
You are solely responsible for payment of all sales taxes, services taxes, and other government fees imposed upon your Subscription. However, if such taxes or fees are owed to the Republic of Indonesia, the Special Capital Region of Jakarta, or a governmental subdivision thereof, XooGuu may exercise its discretion to collect such amounts from you in addition to your Subscription fees and remit to the taxing authorities.
When you sign up for a Subscription, you must provide XooGuu with a valid contact e-mail address and alternate means to contact you that may include a secondary e-mail address, telephone number(s), and/or mailing address.
You authorize XooGuu to notify you as a Customer of information that XooGuu deems is of potential interest to you. Notices and announcements may include commercial e-mails and other notices describing changes, upgrades, new products and services, or other information pertaining to the Zaxaa System and/or other relevant matters.
XooGuu is a limited liability company with a mailing address of Maspion Plaza, Gunung Sahari Raya No.18, Lantai 18, Jakarta 14420, Indonesia.
Your Subscription consists of a limited non-exclusive revocable nontransferable non-sublicensable license to use the Zaxaa System and the written, audio, and visual Customer educational and support program materials located at the Website or elsewhere on behalf of XooGuu (the “Materials”).
You understand and agree that your Subscription includes access to the Zaxaa System and the Materials but does not include live support for such from XooGuu, its employees, agents, successors, assigns, advertisers, or joint venture partners. However, if you have technical issues using the Zaxaa System or accessing the Materials at any time during your Subscription, XooGuu will provide reasonable Customer support to you during business hours on such technical issues.
(a) Third Party Intellectual Property
The Zaxaa System is the intellectual property of XooGuu. XooGuu makes no claim to intellectual property owned by third parties. However, XooGuu may use certain third party intellectual property (e.g. open source software) per a GNU General Public Subscription (GPL), Creative Commons Subscription, and other copyleft licenses.
(b) Stock Photography, Images, Audio, and Video
Unless otherwise expressly represented to the contrary by XooGuu, a Subscription does not include licenses for stock photography, images, audio, or video. If a Customer’s use of the Zaxaa System involves the use of such intellectual property, it is the responsibility of Customer to purchase the proper licenses to use such and provide proof of such licensing in a form satisfactory to XooGuu.
(c) Computer Code
Unless a derivative work of third party intellectual property used per license, XooGuu owns the copyright for all computer code that is part of the Zaxaa System. Subject to the limited rights to use the Zaxaa System on a paid Subscription basis, Customer has no right to use, copy, display, publicly perform, distribute, sublicense, make derivative works of, decompile, reverse engineer, disassemble, modify, reproduce, rent, sell, lease, lend, share or otherwise dispose of such computer code, or any part thereof, in any form or for any purpose.
(d) Zaxaa System and Materials
You understand and agree the copyrights, service marks, and trademarks for the Zaxaa System and the Materials are owned solely by XooGuu, and by purchasing a Subscription that includes this license you do not acquire any intellectual property rights to the Zaxaa System or the Materials.
You agree to keep confidential the proprietary formulas and copyrighted information you receive from XooGuu and agree not to publish, resell, distribute, or summarize them for others’ use in any way. You understand this content: (a) remains the sole and exclusive property of XooGuu, which retains all rights thereto; (b) may not be resold by you or otherwise distributed with or without consideration; (c) will not be made available by you to any other person; (d) will not be reproduced or summarized in any manner; and (e) will be destroyed or returned to XooGuu immediately upon demand should you violate any of these terms.
If XooGuu requests destruction of its intellectual property in your possession upon termination of this Agreement for any reason, you agree to furnish XooGuu with an Affidavit of Destruction in a form satisfactory to XooGuu acknowledging your destruction of all such property in your possession within ten (10) business days of the termination.
The term of this limited non-exclusive revocable nontransferable non-sublicensable license to use the Zaxaa System and the Materials extends only as long as you remain a paid Customer in good standing and shall cease immediately upon the earlier of the termination of your Subscription for nonpayment of the Subscription fees or upon your violation of the terms and conditions of this Agreement.
You will not at any time during or after the effective term of this Agreement, dispute or contest, directly or indirectly, XooGuu's exclusive right and title to the Zaxaa System, the Materials, and/or the copyrights or the validity thereof. XooGuu, however, makes no representation or warranty with respect to the validity of any trademark or copyright which may issue or be granted therefrom.
You acknowledge the Zaxaa System and the Materials and the copyrights have acquired secondary meaning.
You agree your use of the Zaxaa System and the Materials inures to the benefit of XooGuu and you shall not acquire any rights in the Zaxaa System or the Materials and/or the trademarks and copyrights.
Upon the expiration or termination of this license, you acknowledge all of the rights under this Agreement shall forthwith terminate and immediately revert to XooGuu and you shall immediately discontinue all use of the Zaxaa System, the Materials, and the like at no cost whatsoever to XooGuu.
You recognize the value of the good will associated with the Zaxaa System and the Materials and acknowledge such intellectual property, and all rights therein, including the good will pertaining thereto, belong exclusively to XooGuu.
XooGuu shall have the sole and exclusive right, in its discretion, to institute and prosecute lawsuits against third persons for infringement of the rights licensed in this Agreement. All sums recovered in any such lawsuits, whether by judgment, settlement or otherwise, in excess of the amount of reasonable attorneys’ fees and other out of pocket expenses of such suit, shall be retained solely by XooGuu.
You will fully cooperate with XooGuu in the prosecution of any such suit against a third party and shall execute all papers, testify on all matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit.
Customer owns all data disclosed by or collected from Customer’s website visitors ("Customer Data"). When such data is provided to the Zaxaa System for attempted and actual purchases by Customer’s website visitors, XooGuu collects, stores, and processes such information on computer servers in one or more locations unilaterally selected by XooGuu.
Upon termination of your Subscription by either party for any reason, you will no longer have access to Customer Data in the Zaxaa System. Upon termination of your subscription, XooGuu may exercise its discretion to provide you with a final copy of Customer Data for an additional service fee. However, it is solely your responsibility to regularly make and protect backup copies of your Customer Data. XooGuu is not liable to you in any way for loss of any Customer Data collected in the Zaxaa System because your Subscription has terminated, technical problems, or for any other reason.
XOOGUU DOES NOT MAKE ANY WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE.
IN NO EVENT SHALL XOOGUU BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. THIS INCLUDES,BUT IS NOT LIMITED TO, THE CANCELATION OF YOUR CUSTOMERS’ SUBSCRIPTIONS, MEMBERSHIPS, AND OTHER RECURRING BILLINGS WHEN YOUR ZAXAA SYSTEM SUBSCRIPTION IS TERMINATED FOR ANY REASON.
IN NO EVENT SHALL XOOGUU’S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE TOTAL SUM PAID TO XOOGUU DURING THE TERM IN WHICH SUCH CLAIM IS MADE.
This Agreement shall take precedence over any other documents which may be in conflict with this Agreement.
No term or provision of this Agreement shall be waived unless in writing and signed by the party waiving the provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing. This means that no waiver by XooGuu of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
To the extent you have in any manner violated or threatened to violate XooGuu's intellectual property rights or sent unsolicited commercial email (“Spam”) to third parties using the Zaxaa System, XooGuu may seek injunctive or other appropriate relief in any court within the Special Capital Region of Jakarta, Republic of Indonesia, and you consent to exclusive jurisdiction and venue in such courts. If XooGuu determines in its sole discretion that you have engaged in one or more material violations of this paragraph, XooGuu may terminate your Subscription immediately, no refunds will be issued, and you agree that you will be monetarily liable to XooGuu for any indirect, incidental, consequential, special or exemplary damages incurred by XooGuu because of your violation(s).
Use of the Website, the Zaxaa System, and the Materials is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section 16 of the Agreement.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and XooGuu as a result of this Agreement or use of the Website, the Zaxaa System, Materials, and/or services.
XooGuu's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of XooGuu's right to comply with governmental, court and law enforcement authorities.
This Agreement shall be governed and construed in accordance with the laws of the Special Capital Region of Jakarta and the Republic of Indonesia applicable to agreements made and to be performed in the Special Capital Region of Jakarta.
Customer and XooGuu agree that any legal action or proceeding between them for any purpose concerning this Agreement or the parties' obligations hereunder (excluding equitable relief for intellectual property infringement, will first attempted to be resolved with the help of a mutually agreed-upon online mediator. Any costs and fees (other than attorney fees) associated with the mediation will be shared equally by each of the Parties.
If the Parties cannot resolve their dispute through mediation, the Parties agree that any and all claims shall be settled solely by confidential binding arbitration in the Special Capital Region of Jakarta, Republic of Indonesia, under the rules of the Indonesian National Board of Arbitration (“BANI”). By choosing the BANI Procedural Rules for resolution of a dispute, the Parties agree to waive the process of case examination through the District Court in connection with the agreement or dispute, and to execute any award made by the Arbitration Tribunal based on the BANI Procedural Rules. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so. Any such claim brought by Customer under this Agreement may not be aggregated with other claims by Customer or third parties against XooGuu.
Customer understands and agrees that Customer will indemnify, defend and hold XooGuu, its principals, partners, contractors, agents, employees, officers, directors, members, affiliates, and assigns harmless from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising from Customer’s Subscription, including but not limited to, Customer’s use of the Website, the Zaxaa System, and the Materials.
When XooGuu is threatened with suit or sued by a third party, XooGuu may seek written assurances from Customer concerning Customer’s promise to indemnify XooGuu. Customer’s failure to provide those assurances may be considered by XooGuu to be a material breach of this Agreement. In addition, in the event XooGuu is made a party to any claim, suit or action by Customer which is unsuccessful or by a third party in each case relating to or arising from the Website, Materials, or the Zaxaa System provided hereunder, Customer will reimburse XooGuu, at a reasonable rate, for all personnel time and expenses expended by XooGuu in response to such claim, suit or action including without limitation, all attorney fees and expenses incurred by XooGuu with respect to such response.
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties, and is intended as a final expression of their Agreement.
Sections 6, 7, 10, 11, 12, 13, 14, 16, 18, 19, 20, 21, 23, 24, and 25 of this Agreement will survive termination, together with accrued obligations and any provisions that recite that they survive or by their terms apply after termination.
XooGuu reserves the right to change this Agreement at any time. Please check this page periodically for changes.
Customer’s continued use of the Website, the Zaxaa System, or the Materials following the posting of changes to this Agreement will mean Customer accepts those changes. Information collected prior to the time any change is posted will be used according to the rules and laws that applied at the time the information was collected.
If any provision is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
Copyright © 2009-2018 Law Office of Michael E. Young PLLC, and licensed for use by XooGuu, LLC at Zaxaa.com. All Rights Reserved. No portion of this Subscription Agreement may be copied or used by anyone other than the licensee without the express written permission of the copyright owner.