Last Modified: June 2, 2014
1. Acceptance of the Terms of Service
These Terms of Service (the “Terms”) constitute a legally binding agreement that governs your visits to www.Xlus.com (the “Site” or “Service”). The Service is owned and operated by Smart Media Internet Marketing Ltd. (“We,” “Us,” or “Our”). By visiting the Service, you agree to be bound and to the fullest extent abide by these Terms of Service. If you disagree with any provision of these Terms, you may not use the Service and you must exit the Site.
2. Neutral Venue
OUR Service is a neutral PLATFORM, a marketplace for non-exclusive code licensing for mobile apps. wE ARE not a party to any interactions or arrangements between THE SERVICE USERS. we DO NOT actively screen user submitted content. Therefore, we disclaim all liability arising out of or related to user CONTENT, conduct and arrangements. We are not liable for any INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT COMMITTED USING OUR SERVICE. our online venue is provided to be used at your own risk, with no warrantIES of any kind.
3. Intellectual Property
a. IP Ownership. Smart Media Internet Marketing Ltd. owns all intellectual property rights to the Service. Site features, look and feel, design, registered and unregistered trademarks are protected by the Israeli and international copyright, trademark, trade secret, and other intellectual property or proprietary rights laws. Users own all intellectual property rights, if any, to user submitted content, and we do not acquire any ownership over user content.
b. Takedown Requests. We are strongly committed to protecting the intellectual property rights of others and we require our users to do the same. All claims of copyright infringement committed using our Service will be investigated if reported to our designated Copyright Agent via email: [email protected] If we believe that any posted material violates any applicable law, we will remove or disable access to any such material and/or terminate or suspend the offending user’s account.
c. Indemnification. You agree to defend, indemnify and hold harmless the Service, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of these Terms of Service or your use of the Service, including, without limitation, any content submitted by you.
4. Service Access
By accessing the Service, you represent, warrant and agree that:
a. You own or otherwise have sufficient rights to grant the licenses contemplated by these Terms, have created your materials in compliance with all applicable laws, rules, and regulations; and the use of your materials as contemplated herein will not infringe upon any intellectual property, privacy or other rights of any third party. If your app is partially subject to the open source license, we will offer your app on our Service under a split license (i.e. the open source license shall apply to the extent of its terms and conditions, but our license will apply to the rest of the app). We will assign a license ID to each of your apps and we will provide that license ID to you.
b. You will reskin the code prior to uploading it to the app stores (Apple and Google do not allow users to upload the same app twice).
c. You will tell us where you published your app if we ask for that information. This is in order to ensure that you reskinned every part as necessary.
d. A theme might contain images licensed under a Creative Commons CCBY license. The CCBY license applies only to those specific images, whereas these Terms apply to the rest of the app source code.
e. A single use license only allows one usage on one platform (Android or iOS – depending on the code of the app). You must buy an extended license if you want to use the app on multiple platforms.
f. You cannot launch two apps with same code.
g. You will notify us at least two weeks prior to selling the app to any 3rd party.
h. You are solely responsible for all content you submit to or through our Service, and the security of your personal information.
i. You will not receive any refunds. We may publish revenue results generated by each of your apps publicly in your profile.
j. We may terminate any user account with or without notice using our sole reasonable discretion.
k. You will treat all your login credentials confidential. Do not disclose them to any third party. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
l. You will treat all Service users and administrators respectfully, online and offline.
m. You are responsible for making all arrangements necessary for you to have access to the Service.
n. You are responsible for ensuring that all persons who access the Service through your Internet connection are aware of these Terms of Service, and that they comply with them.
o. We may withdraw or change our Service in any way we deem appropriate without prior notice to you. We are not be liable if for any reason all or any part of the Service is unavailable at any time or for any period to registered users or visitors.
p. We may implement software development kit in your source code.
q. We have the right to disable any user identification provided by our Service and disable your whole account on our Service at any time for any reason or no reason without notice or explanation.
r. We may edit your app description in order to make it more professional.
You will receive 70% of the net revenue generated by your materials. “Net revenue” shall mean gross revenue minus transaction fees. No commission will be paid if we exercise our sole discretion to offer a refund to the end user.
6. Use Restrictions
You must not:
a. Offer your code anywhere at lower prices than the price at which it is offered through our Service or free of charge.
b. Extract any icons from the app for use outside of the app. You may, however, delete unwanted icons from the theme.
c. Use the Service for any illegal purpose, upload, post, link to, copy or republish copyrighted material without permission from the rights holder.
d. Deal with another Service user directly in order to avoid paying our commission.
e. Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Service.
f. Use a false name or impersonate any other person.
g. Post or transmit to other users any defamatory, abusive, obscene, profane, offensive, threatening, harassing, racially offensive, or objectionable material. We reserve the right to judge what constitutes “objectionable” material.
h. Transmit, or procure the sending of, any advertising or promotional material and unsolicited mass communication without our prior written consent.
i. Access the Site to build a competing service.
j. Introduce any viruses or other harmful material, use any device, software or routine that interferes with the proper working of the Service.
k. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service.
l. Otherwise attempt to interfere with the proper working of the Service or anyone’s use and enjoyment of it.
6. Monitoring and Enforcement; Termination
a. We have the right to take any action that we deem necessary or appropriate if we believe that a user violates the Terms of Service, infringes any intellectual property right or other right, threatens the personal safety of users of the Service and the public. We may:
i. Fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Service.
ii. Disclose your identity to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
iii. Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms of Service.
iv. Block violator’s IP address and/or notify his or her Internet Service Provider
v. Take appropriate legal action.
b. However, we cannot undertake to review all material before it is posted on the Service for accuracy, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.
7. Disclaimer of Warranty
a. YOUR USE OF THE SERVICE AND ITS CONTENT IS AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR EXPECTATIONS OR REQUIRMENTS. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
b. We do not guarantee that the information provided on the Service is complete, accurate or up-to-date. You are responsible for implementing sufficient procedures to satisfy your particular requirements for the safety of your personal information, anti-virus protection and accuracy of data input and output. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICE LINKED TO IT.
8. Limitation of Liability
a. IN NO EVENT WILL WE, OUR SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY SITES LINKED TO IT, ANY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
b. IN NO EVENT WILL OUR MAXIMUM LIABILITY EXCEED $200US OR THE LICENSE FEE RECEIVED BY US, WHICHEVER IS LESS. NO CLAIM, SUIT OR ACTION MAY BE BROUGHT AGAINST US AFTER SIX MONTHS FROM THE UNDERLYING CAUSE OF ACTION.
9. Linking to the Site
a. You may link to our Site in a way that is legal, fair and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
b. You cannot frame our Site on any other website.
c. You must not establish a link from any website that is not owned by you.
d. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
10. Disputes Between Users
As a neutral venue, we do not offer mediation, arbitration or any other forms of dispute resolution and do not actively monitor user interactions. Therefore, you are solely responsible for your interactions and disputes with other users. The Service reserves the right, but has no obligation, to facilitate and resolve disputes between its users.
You may not assign your rights and obligations under these Terms of Service without our prior written consent. We may transfer, assign or subcontract the rights, interests or obligations under the Terms of Service, at our sole discretion, without obtaining your consent.
12. Severability and Non-Waiver
a. Should any part of these Terms of Service be rendered or declared invalid by an appropriate authority, such invalidation of such part or portion of these Terms of Service should not invalidate the remaining portions thereof, and they shall remain in full force and effect.
b. Enforcement of these Terms of Service is solely in our discretion, and failure to enforce the Terms of Service in some instances does not constitute a waiver of our right to enforce them in other instances.
13. Governing Law and Jurisdiction
These Terms of Service shall be governed by the laws of Israel, without regard to its conflict of law principles that would result in application of any other law. Any legal controversy arising out of or relating to these Terms, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, your interference with our operations of our Site, or infringement of our intellectual property, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the Israeli Institute of Commercial Arbitrations. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted before a single arbitrator selected at random by the Association, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Each party shall bear one-half of the arbitration fees and costs, though the substantially prevailing party may seek return of its fees and costs, including reasonable attorney fees.
14. Changes to the Terms of Service
We update these Terms of Service every once in a while as we deem appropriate, without notifying you. We then post the changes on this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you. Your continued use of the Service following the posting of revised Terms of Service constitutes your acceptance of the changes.
All feedback, comments, requests for technical support and other communications relating to the Service should be directed to our customer service representative at [email protected] .