1. Acceptance of terms

XNODE INC, referred to as Company, us or we, provides the xnode.ai website (the Site), as well as no code software solutions, access to unique user experiences, user interfaces, and AI-designed solutions (collectively the Offerings), subject to your compliance with the following Terms and Conditions of Use, as well as any other written agreement between us and you.

We reserve the right to change these Terms from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this Site and Offerings after such modifications will constitute acknowledgement and acceptance of the modified Terms.

As used in these Terms, references to our Affiliates include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and all parties involved in creating, producing, and delivering this Site and its contents and Offerings.

By using this Site and the Offerings on it, you agree to be bound by these Terms. If you do not wish to be bound by these Terms, please exit the Site. Your sole remedy for dissatisfaction with this Site, its products or Offerings, or these Terms, is to cease using them.

2. Offerings

Offerings: Company provides a number of Offerings for users on its Site, including user experiences, software development solutions, computer technology, and interface services and custom AI-driven experiences.
No guarantee: Although Company works hard to provide quality Offerings, you understand and acknowledge that we cannot promise or guarantee specific results from using the Site or Offerings available on this site.
Temporary interruptions: You understand and agree that temporary interruptions of the Site may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or services that we may use to provide you with Offerings. You agree that the Offerings available on this Site are provided AS IS and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

3. Payments

Fees: If you choose to purchase one or more of the Offerings provided on our Site, you agree to pay all fees associated with the Offerings. This site does not process credit cards, or take other payment processing information. Payment processing is handled through third-party services. In the event you sign up for a service that is ongoing and incurs recurring charges, such as a subscription, such charges will be billed in advance of service.
Overdue amounts: If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Offerings you have purchased, you agree that we may, at our option, suspend or terminate performance of Offerings or delivery of products and may require you to pay any overdue amounts incurred, including any third-party chargeback fees or penalties, by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

4. Site conduct, posting policies, and third-party websites

Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for any comments or posts you leave on the Site. By posting information on the Site, or by otherwise using any communications service, message board, newsgroup, or other interactive service available on the Site, you agree that you will not post comments, messages, links, code or other information that:

Is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another's privacy, or includes graphic descriptions of sexual or violent content
Victimizes, harasses, degrades, or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability
Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party
Consists of unsolicited advertising, junk or bulk email, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling
Contains any form of malicious code, files, or programs designed to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment, or that allows you to obtain unauthorized access to any data of any third party
Breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of this Site, or attempts to gain access to another network or server via your account
Impersonates any person or entity, including any of our employees or representatives

No endorsement: Company neither endorses nor assumes any liability for any material uploaded or submitted by users on any part of the Site. Although we do not pre-screen, police or monitor comments posted on the Site, we and our agents reserve the right to remove any and all postings that we feel do not comply with these Terms, or are otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such postings.
Third-party sites and information: This Site may redirect or link to other websites, or may otherwise include references to information, products or services made available by unaffiliated third parties. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us.
Promotions: From time to time, this Site may include advertisements offered by third parties. Any correspondence or promotions, including the delivery of and payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated with them, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

5. Company intellectual property

Content: For purposes of these Terms, content is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on our Site and is owned by Company or its Affiliates.
Ownership of content: By accepting these Terms, you agree that all content presented to you on this Site is protected by any and all intellectual property and other proprietary rights available within the United States, and is the sole property of Company or its Affiliates. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of XNODE INC. or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or name of Company or its Affiliates.
Limitations on use of content: Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from this Site in any form or by any means whatsoever without prior written permission from us. Any unauthorized use of Site content violates our intellectual property interests and could result in criminal or civil penalties.
No warranty for third-party infringement: Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties.

6. Content you create

Subject to our Privacy Policy, any communication or material that you transmit to this Site or to us, whether by email or other means, for any reason, will be treated as non-confidential and non-proprietary user content. While you retain all rights to the User Content, you grant us, including our employees and Affiliates, a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, publish, translate, adapt, modify, and otherwise use the User Content for any purpose whatsoever, regardless of the form or medium in which it is used.

We respect the intellectual property rights of others, and we ask you to do the same. Where we are notified of alleged infringing content through our Designated Agent, a decision may be made to remove or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. section 512(c).

To file a Notice of Infringing Material, the rights holder should provide details of the copyrighted work, details sufficient to locate the allegedly infringing material, their contact information, a statement of good faith belief that the use is not authorized, a statement under penalty of perjury that the notification is accurate and that they are authorized to act for the owner, and an electronic signature.

Notice may be sent by mail to Turley Law, 800 Village Walk, Suite 149, Guilford, Connecticut 06457, DMCA Agent, XNODE INC.; by facsimile to (475) 466-9001; or by email to legal@xnode.ai.

If material you posted has been taken down, you may file a counter-notification identifying the material and its former location, a statement under penalty of perjury of good faith belief that it was removed by mistake or misidentification, your name, address and telephone number, a statement consenting to the jurisdiction of the federal district court for the District of Connecticut, and your signature.

Please do not submit confidential or proprietary information to us, including patentable ideas, new content suggestions or business proposals, unless we have mutually agreed in writing otherwise. Ideas that we receive unsolicited will be treated as property owned by the Company and will not be returned to you.

7. Email services and data stored on our servers

Email service: We may make email services available to users of our Site, either directly or through a third-party provider. We will not inspect or disclose the contents of private email messages except with the consent of the sender or the recipient, or in the narrowly defined situations provided under the Electronic Communications Privacy Act, 18 U.S.C. section 2510 et seq., or as otherwise required by law or by court or governmental order.
Spam prevention: We use automated tools or techniques to protect our users from mass unsolicited mailings and other types of malicious or harmful content. However, such tools are not perfect, and we therefore are not responsible in cases where legitimate communications are accidentally blocked, or unsolicited communications get through.
Storage provided by us: If you opt to store personal data of any kind on our servers, you agree to abide by our general practices and limits concerning use of the Offerings, including the maximum number of days that uploaded content will be retained, the maximum disk space allotted, and the maximum number of times you may access the services in a given period. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted through this Site. We reserve the right to remove or terminate accounts which have not paid a subscription fee, that remain inactive for longer than forty-five days, or where you have violated one or more terms of this agreement.

8. Privacy and security

Login required: In order to access some of the Offerings on this site, or to post User Content, you may be asked to set up an account and password. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete, and accurate.
Passwords and security: If you register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your password, and that you are fully responsible for all activities or charges incurred under your account. You must take reasonable steps to ensure that others do not gain access to your password and account. Our employees will never ask you for your password.
Disclosure to third-party affiliates: You grant us the right to disclose to third parties certain Registration Info about you. The information we obtain through your use of this site, including your Registration Info, is subject to our Privacy Policy, which is incorporated by reference into these Terms.

9. Disclaimer

All content and Offerings on this Site are provided on an AS IS and AS AVAILABLE basis without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, we make no warranty that the content or Offerings will meet your requirements, that they will be uninterrupted, timely, secure, or error-free, that results obtained will be effective, accurate or reliable, or that the quality of any content or Offerings will meet your expectations or be free from mistakes, errors or defects.

This Site could include technical or other mistakes, inaccuracies or typographical errors. We may make changes to the content and Offerings at this Site, including prices and descriptions, at any time without notice. The content or products available at this Site may be out of date, and we make no commitment to update them.

The use of the Offerings or the downloading or other acquisition of any products or content through this Site is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results.

We make no warranty regarding any transactions executed through a third party, and you understand and agree that such transactions are conducted entirely at your own risk. Any warranty provided in connection with any Offerings or content from a third party is provided solely by that third party.

We reserve the sole right to either modify or discontinue the Site, including any Offerings or features, at any time with or without notice to you. Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you.

10. Limitation of liability and indemnification

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of this Site shall be limited to the amount you paid us for Offerings purchased on the Site during the six month period before the act giving rise to the liability.

In no event shall we or our Affiliates be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including without limitation those resulting from loss of use, data or profit loss, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of this Site or of any website referenced or linked to from this Site.

Further, we shall not be liable in any way for third party promises regarding our Offerings or content, or for assistance in conducting commercial transactions with a third party through this Site, including the processing of orders. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.

You agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys' fees, that may arise from your use or misuse of this Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

11. Termination of use

Grounds for termination: You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary.
No right to Offerings upon termination: Upon termination, and regardless of the reasons motivating it, your right to use the Offerings available on this Site will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension. Sections 1 and 3 to 11 of these Terms, as well as your liability for any unpaid fees, shall survive any termination.

12. Miscellaneous provisions

International use: Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States. Those who choose to access this Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws in their jurisdiction. Any offer for any product, service, or information made in connection with this Site is void where prohibited.
Governing law: This Site, excluding any third party websites, is controlled by us from our offices in Connecticut, and the statutes and laws of the state of Connecticut shall be controlling, without regard to conflicts of laws principles. You agree and submit to the exclusive personal jurisdiction and venue of the Superior Court of Stamford, Connecticut or the U.S. District Court of Connecticut with respect to such matters.
Notices: All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at legal@xnode.ai, or to XNODE INC., 800 Village Walk, Suite 149, Guilford, Connecticut 06475. You agree to allow us to submit notices to you either through the email address provided, or to the address we have on record.
No resale right: You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of this Site, or use of or access to this Site or Offerings provided through it, beyond the limited rights granted to you under these Terms.
Force majeure: In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and Offerings arising from any event beyond our reasonable control, whether or not foreseeable, including labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes beyond our reasonable control.
Savings clause: If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
No waiver: Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.
Entire agreement: These terms and conditions constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersede all prior agreements and understandings. These Terms may not be altered, supplemented, or amended by the use of any other document. To the extent that anything in or associated with this Site conflicts with these Terms, these Terms shall take precedence.