Terms of Service

Last updated on 26th of October 2024

These Terms of Service are an agreement between you and Xeel, Inc. (“Xeel”, “we”, “us”, “our”). By accessing the site located at https://xeel.dev (or its successor), or any other sites operated by Xeel, (collectively, the “Site”) or using the products and tools we provide (the “Service”), you agree to abide by these Terms of Service.

You can contact Xeel by email at legal@xeel.dev.

Service Overview

• As part of the Service, Xeel provides developer tools that allow you to measure metrics related to your workflow and codebase, including content (source code). Subject to these Terms of Service, we grant you a personal, non-transferable, non-exclusive, revocable, limited right to access the Site, and if you register for the Service, to use the Service, in each case solely for your internal business purposes. This includes the right for you to make a reasonable number of copies of any of our published descriptions and specifications of the Site and Service (“Documentation”).
• In providing the Site and Service, we may process such information as your name and email address (“User Data”), and any other information you may provide in connection with your use of the Site or Services.

User Registration

You are required to register to use the Services. You will be responsible for all use of your account.

• A user account may only be used by a single person.
• By creating an account, you agree that you the legal authority to bind your employers, employing organizations, or entity on whose behalf you are registering ("Company") to these Terms of Service.
• You are responsible for all User Data and other information or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your use of the Site and Services. While we use reasonable security measures designed to protect User Data, we cannot guarantee the security or safety of User Data. You represent and warrant that your use of the Site and Service, and your User Data, do not violate applicable laws, any third party’s intellectual property or privacy rights, or our Acceptable Use Policy (defined in Section 8). You may only use the Service with a Looker instance you manage. You are solely responsible for creating and maintaining your own backup copies of your User Data if you desire.
• You, and/or Company, as applicable (both referred to herein as “you”), are responsible for all activities that occur under your account(s). You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your account(s) or any other breach of security. We can't and won't be liable for any loss or damage arising from your failure to comply with the above requirements or your failure to maintain the security of your account(s).

Support

• While Xeel always strives to maintain the Service, we reserve the right to temporarily suspend the Service for the purposes of maintenance, upgrades, or other Service-related modifications deemed necessary. To the best of our ability, we will provide updates and written notice of such disruptions to the Service.
• Xeel offers best-effort technical support by email at support@xeel.dev as well as community support via Discord.

Privacy & Security

• Our Privacy Policy governs how we process, store and transmit any personal information in your User Data in connection with the Service.
• Xeel will use User Data only to provide the Service as described in these Terms of Service, the Privacy Policy, and the Security Policy.
• You grant us a nonexclusive, worldwide, royalty-free, sub-licensable, and transferrable license to access, copy, store, process, transmit and otherwise use User Data to provide the Service and for support and maintenance, product development, security, and other legitimate purposes in connection with providing the Site and Service.

Acceptable Use

You will not, yourself or through a third party, do or attempt to do any of the following, which comprises our Acceptable Use Policy:

• Reverse engineer our source code or algorithms.

• Probe, scan, or test the vulnerability of any Xeel system or network.

• Modify, resell, license, or create derivative works of the Site or Service unless specifically authorized to do so.

• Take any actions that impose an unreasonable or disproportionately large load on us or on our third-party providers infrastructure.

• Interfere with the proper working of the Site or Service, including breaching or circumnavigating security or authentication measures.

• Use any automated software to scrape or crawl the Site or Service.

• Harass or abuse other users or Xeel employees, representatives, or agents performing services on our behalf.

• Use the Site or Service for any illegal purpose.

• Use the Site or Service to collect, upload, transmit, display, or distribute any User Data or other data

  (i) that violates any third-par- right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectu- property or proprietary right;

  (ii) that's unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy,vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry,hatred, or physical harm of any kind against any group or individual or is otherwise objectionable;

  (iii) that's harmful to minors in anyway; or

  (iv) that's in violation of any law, regulation, or obligations or restrictions imposed by any third party.

• Upload, transmit, or distribute to or through the Site or Service any computer viruses, worms, or any software intended to damage or alter computer system or data.

• Use the Site or Services to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent.

• Attempt to gain unauthorized access to the Site or Services (or to other computer systems or networks connected to or used in conjunction with the Site or Service), whether through any means.

• Mirror or frame the Site or Service or any of their content, place pop-up windows over their pages, or otherwise affect the display their pages.

• Use the Site or Service in order to build a similar or competitive website, product, or service.

Billing & Cancellation

• The price of your Subscription is determined by the projects you have added to your Subscription.
• Xeel uses a weighted hourly average to calculate the number of projects for the billing period.
• You are responsible for paying any applicable taxes.
• All fees paid are non-refunable.
• The terms in any purchase order or other ordering document you may send to us are void, will have no force or effect, and will not be binding on us.
• We reserve the right to terminate your account and access to the Service at any time.

Intellectual Property

• We remain the sole owner of all right, title, and interest in the Site, and the Service. We reserve all rights not granted under the Terms of Service.
• You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit or that's provided or transmitted using your account. Nothing in these Terms of Service grants you a right or license to use any intellectual property rights owned or controlled by us or any other third party except as expressly provided in these Terms of Service.
• You may at your option provide feedback and suggestions about the Site or Service to us ("Feedback"). If you provide Feedback, then you grant us a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sub-licensable, and transferable license to make, use, sell, have made, offer to sell, import, export, reproduce, publicly display, distribute, modify, and publicly perform the Feedback or content or materials incorporating any portion of the Feedback. You will execute documents and take such further acts as we may reasonably request to effectuate the securing intellectual property rights in Feedback.
• Copyright/Trademark Information. Copyright © 2024, Xeel, Inc. All rights reserved. All trademarks, logos and Services marks (“Marks”) displayed on the Site or Service are our property or the property of other third parties. You aren't permitted to use these Marks without our prior - written consent or the consent of such third party which may own the Marks. All third party trademarks (including logos and icons) we reference remain the property of their respective owners. Unless specifically identified as such, our use of third party trademarks doesn't indicate any relationship, sponsorship, or endorsement between Xeel and the owners of these trademarks.

Warranty

• The Service, Site, and all materials, documents, or forms provided on or through your use of the Service are provided on an “as is” and “as available” basis.
• To the fullest extent permitted by law, we expressly disclaim all warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
• We make no warranty that: (i) the Service or Site will meet your requirements; (ii) the Service or Site will be available on an uninterrupted basis; (iii) the results that may be obtained from the use of the Service or Site will be accurate or reliable; or (iv) the quality of any Service or Site will meet your expectations.
• The use of our Service and Site is at your own discretion and at your own risk.

Liability Limitation

• Except as prohibited by law, you will hold us and our shareholders, officers, directors, employees, and agents harmless for any indirect, punitive, special, incidental, or consequential damage, however it arises (including attorneys’ fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action of contract, negligence, or other tortious action, or arising out of or in connection with your use of the Site or Service, including without limitation any claim for personal injury or property damage arising from your use of the Site or Service and any violation by you of any federal state or local laws, statues, rules, or regulations, even if we've been previously advised of the possibility of such damage, except as prohibited by law.
• If there is liability found on our part, it will be limited to the greater of (i) US $100 or (ii) the amount paid for the Service during the six-month period preceding the date on which the liability arose, and under no circumstances will there be consequential or punitive damages. Xeel will have no liability for unpaid use of the Service.
• Some states don't allow the exclusion or limitation of punitive, incidental, or consequential damages, so the prior limitation or exclusion may not apply to you.
• These Terms of Service set forth Xeel’s entire liability as well as your exclusive remedy with respect to access and use of the Site and Services.

Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Boulder, Colorado. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Boulder, Colorado, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms. In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.