Terms of service
If you become a paid user and pay by credit or debit card (or other payment method associated with an automatically renewing subscription), your subscription will automatically renew for certain periods of time if you do not cancel prior to the end of the term. See sub-section 6.3. For more information on the automatic renewal terms applicable to subscriptions.
1. Acceptance of agreement
1.1. These Terms of Service (the “Agreement”) constitute a legal agreement that governs the relationship with users and others who interact with Esterson Limited., registered address: 75 Prodromou Avenue, Oneworld Parkview House, 4th floor, Nicosia 2063, Cyprus and our subsidiaries and affiliates (“IO Xywrite,” “we,” or “us”) in connection with the use of https://www.xywrite.com/ website and related services, products, and features (referred to collectively as the “Service”). IO Xywrite may offer additional services or products or modify or revise any part of the Service at our discretion, and this Agreement will apply to all additional services or products and all modified or revised Service unless otherwise indicated. IO Xywrite also reserves the right to cease offering any part of the Service. You agree that we shall not be liable to you or any third party for any modification, revision, suspension or discontinuance of any part of the Service.
1.2. Your use of certain parts of the Service may be subject to additional terms and conditions (if any), and such terms and conditions will be either listed in this Agreement, or will be presented or accessible to you by us when you sign up to use, or use, such Service (“Additional Terms”). All such Additional Terms are incorporated by reference into this Agreement unless otherwise indicated.
2. Changes to agreement
This agreement and any policy or guideline of the service may be modified by io xywrite in its sole discretion at any time.
2.1. We indicate at the top of the page when this Agreement was last updated. Unless otherwise indicated, any changes or modifications will be effective immediately upon posting the revisions, and your use of the Service after such posting will constitute acceptance by you of the revised Agreement. Alternatively, if you terminate your subscription at such time, your use of the Service after your termination will constitute acceptance by you of the revised Agreement.
2.2. You should frequently review this Agreement and all applicable terms and policies to understand the terms that apply to your use of the Service. If you do not agree to the amended terms, you must stop using the Service.
3. Electronic records
Because the Service is provided electronically, you must consent to providing important information electronically if you wish to use the Service. You consent to being provided with this Agreement, notices, disclosures, information, policies and other materials in electronic form (collectively, “Electronic Records”), rather than in paper form. Electronic Records will be provided on our website or sent to the email address associated with your profile.
4.1. Age Restrictions. No part of the Service is directed to persons under the age of 18. IF YOU ARE UNDER 18 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. By using the Service, you represent and warrant you are at least 18 years of age. If you are under 18 years of age, then you are not permitted to use the Service.
4.2. Accessing and/or using the Service is void where prohibited by applicable law of your location. By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement
5. Use of service
5.1. You agree that you will only use the Service in a manner consistent with this Agreement and applicable laws and regulations.
5.2. Service Description. The Service includes various tools for website, web-product and other related analysis that may be proposed as several packages with different functions. Please check each package to find one that is the best for you. Be aware that some packages may be limited by certain parameters, e.g. traffic, number of seats etc. Once you reached your limit, you may not use the Service anymore or your use of the Service might be restricted unless you upgrade your account to a higher package. We recommend that you plan and monitor your use of the Service to avoid interruptions or restrictions in your experience with IO Xywrite products. At our sole discretion, we may propose you to conclude a written contract that will govern our relations regarding the Services instead of this Agreement if your package is of Enterprise level or in other appropriate cases.
Complete information on the Service and its currently available features can be found at Help Center.
You are acknowledged that the service description given in this section is for information purposes only and, you agree that the services may have varying characteristics as well as be amended by us at any time without obligation to notify you of any changes being made.
5.3. Profile Security. You understand that you are responsible for maintaining the confidentiality of the username and password of your profile, and you are fully responsible for all activities that occur under your username and password, including the purchase of our subscriptions. You agree to immediately notify us if you suspect any unauthorized use of your username or password or any other breach of security. You acknowledge that IO Xywrite is not responsible for any loss or damage arising from the theft or misappropriation of your username or password.
5.4. Data Accuracy. IO Xywrite is not responsible or liable in any manner for the accuracy of data made available to us by you, your website, your web-product, your database or any other source that is not under our reasonable control. YOU ACKNOWLEDGE THAT YOU USE THE SERVICE AT YOUR OWN RISK.
5.5. You agree not to do any of the following in connection with the Service or the users thereof:
- use the Service in any unlawful manner or in a manner that is harmful to or violates the rights of others;
- use the Service in any manner that could disrupt, damage, disable, overburden, impair or affect the performance of the Service or interfere with or attempt to interfere with any other user’s use of the Service;
- use any scripts, bots or other automated technology to scrape or access the Service;
- attempt to access any part of the Service that you are not authorized to access.
5.6. You understand and agree that if IO Xywrite believes in its sole discretion that you have violated the terms of this Agreement, misused the Service or behaved in a way that could be regarded as inappropriate, unlawful, illegal or unsafe, we may, among other things, investigate, take legal action against you and/or terminate your profile and cancel your subscription without any refund whether partial of in full and/or report your violations to competent authorities.
6. Payment terms
6.1. General. At all times, actual prices and subscription options are available at https://www.xywrite.comIf you purchase the Service, you agree to pay the applicable fees, including without limitation periodic fees for ongoing subscriptions, as they become due plus all related taxes (including without limitation sales and use taxes, duties or other governmental taxes or fees), and to reimburse us for all collection costs and interest for any overdue amounts. All fees and charges are nonrefundable and there are no refunds or credits for any partially used Service (including partially used subscription periods) except (i) as expressly set forth in this Agreement, (ii) as otherwise required by applicable law and (iii) at our sole and absolute discretion. Fees for the Service may be payable in advance, in arrears, per usage or as otherwise described when you purchase the Service.
ALL PRICES FOR THE SERVICE ARE SUBJECT TO CHANGE WITHOUT NOTICE.
6.2. Payment Method. IO Xywrite may, from time to time, offer various payment methods, including without limitation payment by credit card, by debit card, by check, by certain mobile payment providers etc. You authorize us to charge you for the Service through any payment method(s) you select when purchasing the Service (the “Payment Method”) and you agree to make payment using such Payment Method(s) (we may, from time to time, receive and use updated payment method information provided by you or that financial institutions or payment processors may provide to us to update information related to your Payment Method(s), such as updated expiration dates or account numbers). Certain Payment Methods, such as credit cards and debit cards, may involve agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Methods (the “Payment Method Provider”). If we do not receive payment from your Payment Method Provider, you agree to directly pay all amounts due upon demand from us. Your non-termination or continued use of the Service reaffirms that we are authorized to charge your Payment Method.
6.3. Automatic Renewal of Subscriptions. If you pay for a subscription by credit or debit card (or other payment method identified on our service as involving an automatically renewing subscription) and you do not cancel your subscription prior to the end of the subscription term, your subscription will be automatically extended at the end of each term for successive renewal periods of the same duration as the subscription term originally selected (for example, unless you cancel, a one month subscription will automatically renew on a monthly basis and a six month subscription will automatically renew on a six month basis). Unless otherwise indicated in any applicable additional terms or communications we send to your registered email address, such renewal will be at the same subscription fee as when you first subscribed, plus any applicable taxes, unless we notify you at least 10 days prior to the end of your current term that the subscription fee will increase. You acknowledge and agree that your payment method will be automatically charged for such subscription fees, plus any applicable taxes, upon each such automatic renewal. You acknowledge that your subscription is subject to automatic renewals and you consent to and accept responsibility for all recurring charges to your credit or debit card (or other payment method, as applicable) based on this automatic renewal feature without further authorization from you and without further notice except as required by law. You further acknowledge that the amount of the recurring charge may change if the applicable tax rates change or if you are notified that there will be an increase in the applicable subscription fees.
6.4. Current Information Required. You agree to provide current, complete and accurate billing information and agree to promptly update all such information (such as changes in billing address, credit card number or credit card expiration date) as necessary for the processing of all payments that are due to us. You agree to promptly notify IO Xywrite if your Payment Method is canceled (for example, due to loss or theft) or if you become aware of a potential breach of security related to your Payment Method. If you fail to provide any of the foregoing information, you acknowledge that your current Payment Method may continue to be charged for the Paid Service and you remain responsible for all such charges.
7. Intellectual property rights and limited license
7.1. The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, designs, illustrations, logos, patents, trademarks, service marks, copyrights, information, data, other arrangement thereof (the “Proprietary Materials”), and all intellectual property rights related thereto, are the exclusive property of IO Xywrite and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights of IO Xywrite.
7.2. You are granted a limited, revocable, non-transferable, non-sublicensable license to access and use the Service, subject to the terms and conditions of this Agreement. You agree that you will not (i) copy, modify, publish, adapt, sublicense, translate, sell, distribute, transmit, perform, display, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Proprietary Materials or the Service or cause others to do so; (ii) “frame” or “mirror” any part of the Service, without our prior written authorization; (iii) use meta tags or code or other devices containing any reference to IO Xywrite or the Service in order to direct any person to any other website for any purpose; (iv) resell the Service; (v) use any data mining, robots, or similar data gathering or extraction methods or otherwise collect any data or other content from the Service; (vi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service; (vii) use any automated methods or processes to create user accounts or access the Service or (viii) use the Proprietary Materials or the Service other than for their intended purpose. Any use of the Service or Proprietary Materials other than as expressly authorized herein, without the prior written consent of IO Xywrite, is strictly prohibited and will violate and terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. We reserve all rights not expressly granted herein in the Service and the Proprietary Materials.
8.1. Io xywrite provides the service and the proprietary materials on an “as is” and “as available” basis. To the maximum extent permitted under applicable law, we expressly disclaim any warranties or representations of any kind, whether express, implied, statutory or otherwise with respect to the service (including all proprietary materials and other information and content contained therein), including any implied warranties of merchantability, title, accuracy, fitness for a particular purpose or non-infringement.
8.2. Io xywrite does not represent and warrant that (a) your use of the service will be secure, uninterrupted, complete, always available, error-free or will meet your requirements, (b) any defects in the service will be corrected or (c) the service is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, the connectivity and availability of the service or the delivery of any messages.
8.3. Io xywrite does not: (i) guarantee the accuracy, completeness or usefulness of any information on the service, or (ii) adopt, endorse or accept responsibility or liability for the accuracy or reliability of any opinion, advice, or statement made by any party other than we. Under no circumstances will we be responsible for any loss, damage or harm of any kind resulting from your reliance on information or other content posted on the service.
8.4. Some countries and jurisdictions do not allow the disclaimer of implied warranties and terms in contracts with consumers and as a result the contents of this section may not apply to you.
9. Limitation of liability
9.1. To the maximum extent permitted by law, in no event shall io xywrite, its affiliates, directors, members, employees or agents be liable for any special, consequential or indirect damages, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or relating to the use of or inability to use the service, or the proprietary materials contained in or accessed through the service, including without limitation any damages caused by or resulting from reliance by user on any information obtained from us, or that results from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to our records, programs or services. Under no circumstances will our aggregate liability, in any form of action whatsoever in connection with this agreement or the use of the service, exceed the greater of (1) the aggregate amount of fees for any service paid by you during the immediately preceding six months or (2) $100.
9.2. To the maximum extent permitted by applicable law, in no event shall io xywrite be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the service, including without limitation, bodily injury, emotional distress, identity theft and/or any other damages resulting from communications, meetings or other interactions with other users of the service. This includes any claims, losses or damages arising from the conduct of users who have registered under false pretenses or who attempt to defraud or harm you.
9.3. Some countries and jurisdictions do not allow the limitation or exclusion of liability in contracts with consumers and as a result the contents of this section may not apply to you.
10. Governing law
The laws of the Republic of Cyprus, excluding its conflicts of law rules, govern this Agreement and your use of the Service. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the in Nicosia, Cyprus, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
You agree to defend, indemnify and hold IO Xywrite, its subsidiaries and affiliates, and each of their directors, officers, managers, agents, contractors, partners and employees harmless from any loss, liability, claim, damages, costs, debts, expenses or demand, including reasonable attorney’s fees, due to or arising from (i) your use of or access to the Service, including any data transmitted or received by you, or your inability to use the Service; (ii) any claim or damages that arise as a result of the Service (iii) your violation of any of the terms of this Agreement, including without limitation your breach of any of the representations and warranties above, (v) your violation of any rights of a third party, including without limitation any right of privacy or intellectual property rights; (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code or (vii) your violation of any applicable laws, rules or regulations.
12.1. Unless otherwise provided, this Agreement is effective upon your first use of the Service and shall remain in effect until it is terminated in accordance with the terms of this Agreement.
12.2. Termination by IO Xywrite. Notwithstanding anything to the contrary in this Agreement, we may suspend, deactivate or terminate your account and your right to use the Service and may block or prevent your access to and use of the Service at any time in our sole discretion, for any reason or no reason, without explanation and without notice. We also reserve the right to remove or block access to your account information or data from our Service and any other records at any time at our sole discretion. In the event that we determine that your access to the Service is terminated or suspended for cause, such as due to any breach of this Agreement or the implementation of our repeat infringer policy, you agree that all fees then paid to IO Xywrite by you will be nonrefundable, except as otherwise provided by law, and all outstanding or pending payments under the terms of your subscription will immediately be due and payable. All decisions as to the refundability of the fees are at our sole discretion.
12.3. Termination by You. You may cancel your subscription, deactivate or terminate your account at any time, for any or no reason, by accessing the settings page of your account or by contacting us. If you cancel your subscription, your use of the Service will continue until the end of your then-current subscription term, but your subscription will not be renewed after that term expires. Except as otherwise provided by law or under this Agreement, you will not be entitled to any refund of the fees you have paid to IO Xywrite and all outstanding or pending payments under the terms of your subscription will immediately be due and payable.
12.4. Survival. After your account is suspended, deactivated or terminated, all terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination, including without limitation Sections 8, 9 and 11.
13.2. If any provision, or any portion thereof, of this Agreement is held illegal, void, invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect, unless otherwise indicated herein.
13.3. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by IO Xywrite without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
13.4. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
13.5. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of particular provisions.
13.6. You agree that no joint venture, partnership, employment, or agency relationship exists between you and IO Xywrite as a result of this Agreement or use of the Service.
14. CONTACT INFORMATION
For any question, proposition, suggestion, inquiry or feedback please contact us to:
37-21 Northern Blvd, Suite 404
New York, NY 11101
Tel: (646) 867-0648