Terms & Conditions
XENIOS ACADEMY (COMPANY NUMBER 6944072)
Xenios Academy is a corporation organized and existing under the laws of the State of Delaware, with its head office located at 611 South DuPont Highway Suite 102, Dover - Kent, 19901, and its main product is a gamified training app for hospitality professionals.
The Terms of Service establish an agreement between Xenios Academy Inc. and the Customer. The Agreement between the Customer and Xenios Academy, which governs the Customer's use of the Training Services and access to the Platform, consists of the Terms of Service and any Other Contracts that may be applicable. Before using the Platform, it is important to review the Terms carefully. By either using the Platform or accepting the Customer Terms through a checkbox, you agree to be bound by the Agreement as the Customer. If you do not agree to these terms, you cannot access the Platform or use the Training Services. It is also important to ensure that you have the appropriate authorization to enter into the Agreement on behalf of the Customer before proceeding.
The Terms of Service include specific terminology that is commonly used and holds a specific definition. These key terms are defined as follows:
Account: Refers to a registered profile on Xenios Academy, which includes both Business Customer and Employee accounts.
Manager Account: Refers to the account that is managed by the person associated with a Business Customer, who has the exclusive authority to register Employee Accounts on the Xenios Academy platform.
Agreement: Refers to the legally binding contract established between the User and the Company based on these Terms of Service.
Application means the:
i Manager’s Screen accessible from http://www.xenios.academy; and/or
ii Xenios Academy mobile application available from the Apple® App Store®, Google Play® and other mobile application marketplaces.
Business Customer refers to any corporation or entity that utilizes Xenios Academy for activities related to their business operations.
Company means Xenios Academy Inc. (company number 6944072)
Course means a collection of chapters regarding a particular hospitality topic provided via Xenios Academy comprising quizzes, tests, and supporting material.
XA points mean any points awarded within Xenios Academy to an Employee for successfully completing a lesson.
Custom Content refers to lesson material that is generated and posted on Xenios Academy using resources supplied by a Business Customer and solely accessible within the same Account.
Employee pertains to an individual who works for the Business Customer, or any user authorized by the Business Customer to access Xenios Academy.
Fee means any fees payable to the Company for access to or use of the Application.
Lesson refers to a set of tests and quizzes available on Xenios Academy, designed to improve specific skills.
Subscription Fee refers to the fee outlined in the Subscription Plan.
Subscription Period refers to the time frame starting on the Commencement Date and concluding 12 months thereafter or any other duration specified in the User's Subscription Plan.
Subscription Plan denotes the relevant subscription plan presented on www.xenios.academy or provided by the Company, outlining the Subscription Period and fees for the services and material offered through the Application.
Channel Partners refers to any third-party service accounts associated or integrated with Xenios Academy on behalf of the User.
Xenios Academy pertains to the Company's set of services, applications, and tools collectively known as "Xenios Academy," authorized to the User through this Agreement.
Xenios Academy Content means either or all of the Courses, Lessons, and Custom Content.
User refers to any individual utilizing Xenios Academy, which may include a Business Customer or an Employee, depending on the context.
This Agreement oversees Users' utilization of Xenios Academy and includes particular conditions of use that relate to:
Employees (Item j); and
Business Customers (Item e).
2. Unless stated in clause 3, this Agreement and the granted license will persist until termination in line with the Agreement's provisions.
3. If the User accesses Xenios Academy via a Subscription Plan:
The Agreement will begin on the Commencement Date and continue until the Subscription Period expires unless previously terminated in line with the Agreement's provisions.
If the Company does not receive notice of termination or valid termination of this Agreement before the User's Subscription Period concludes, the User consents to the automatic renewal of their Account for the same duration and conditions, and to be charged the corresponding Subscription Fee.
4. The Business Customer agrees:
To use Xenios Academy in accordance with the terms of this Agreement; and
it is accountable for its Employees' use of Xenios Academy.
That is accountable for its authorized Employees' behavior, and each Employee must accept and adhere to this Agreement.
To pay the Fees as specified on www.xenios.academy or as agreed with the Company (including in a Xenios Academy Proposal) promptly when they become due and for each authorized Employee on its account.
5. The Company represents and warrants:
To provide the Application in line with industry standards generally suitable for its provision.
That the Application's functionality will not significantly reduce during the term of this Agreement.
6. Every User must possess a registered account with Xenios Academy to access it, whether as an Employee or a Business Customer.
7. Xenios Academy offers instructional content through both its website and the Application to aid Users, which will be regularly updated, in addition to user support services.
8. The use of Xenios Academy by a User does not result in the acquisition of any qualifications from the Company. The Company is not registered to provide tertiary or higher education services, nor does it make any such claims.
9. Employee Accounts
To clarify, this Agreement replaces any previous Terms of Service related to an Employee's use of Xenios Academy, and such previous Terms of Service are not applicable to the use of Xenios Academy as an Employee.
An Employee can utilize their account to access the Courses that have been authorized for their use by a Business Customer.
To obtain an Employee account, the Employee may be invited by a Business Customer to register an account that is linked to the Business Customer.
Even if a Business Customer has granted permissions and paid fees, if an Employee has claimed ownership of an account created by the Business Customer, the Employee cannot keep the account once their association with the Business Customer ends. In this case, the Employee's account and all historical information associated with the individual and/or the account, including personal learning history, will be deleted.
10. Business Customer Accounts
A Manager Account may allow a Business Customer to:
Invite employees to create Employee accounts;
Add registered Employees to the Business Customer’s Account;
View analytics, reports, and Xenios Academy Content records of Employees connected to the Business Customer;
Upload content material to be used to create custom courses.
11. Xenios Academy Points and Certificates
Upon the successful completion of a Lesson, an Employee will be awarded Xenios Academy Points.
A Course Completion Certificate shall be conferred upon an Employee upon successful completion of the Course.
The Company shall not be liable to any User for Xenios Academy Points or Certificates, unless otherwise agreed upon by the Company, including but not limited to:
i The conferral of any qualification;
ii The Employee’s relationship (including employment) with a Business Customer; or
iii Any other use an Employee or Individual User intends to make of Xenios Academy Points or Certificates.
To utilize Xenios Academy, Users must have internet access (for Manager Account) or a mobile application to access the Application.
i Comprises the Xenios Academy Content provided by the Company;
ii Comprises the Personal Information inputted by each User into the Application; and
A dedicated support email is available from the Company for user assistance with Xenios Academy.
The Company will make every effort to reply to all support requests within one Business Day.
The Company may request the payment of reasonable Fees for non-standard support requests before providing such support, and reserves the right to do so.
If the User purchases the licenses for Xenios Academy via invoice:
i The Company will issue a Tax Invoice to the User responsible for all fees payable under this Agreement at such time and intervals as specified in the relevant Subscription Plan.
ii The User shall pay undisputed invoices within fifteen (15) days of receipt of such invoices.
15. Website Subscription
If the User purchases the licenses for Xenios Academy via www.xenios.academy:
i The pricing will be based on the current prices published on the website or specified by the Company periodically or as mutually agreed between the Company and the relevant User.
ii The Subscription Fee is the charge for utilizing Xenios Academy and is due in advance at the start of each Subscription Period (after any free trial period has ended or if a different payment structure is mutually agreed between the Company and the relevant User).
iii The Subscription Fee is determined by the User's account type and the number of user licenses subscribed to, in line with the website's pricing and features or as arranged with the Company.
iiii The Company has the right to increase the Subscription Fees at the beginning of a Subscription Period. In the event of an increase, the Company will give Users written notice of 30 days before the increase, which may include notifying Users via email.
iiii Regardless of any other agreement, the User who is liable for payment of Fees must provide a credit card or any other acceptable payment method through Xenios Academy, which will be charged according to the User's Subscription Plan. If a valid credit card or other agreed payment method is not provided, the User agrees to have no access to Xenios Academy. Xenios Academy payment system is powered by Stripe.
Unless stated otherwise, all Fees are quoted in US dollars.
Except as required by law or as agreed upon by the Company at its absolute discretion, no refunds will be given for the Subscription Fee, including in cases of subscription cancellation before the end of the agreement term.
18. Late Payment
In the event that the User fails to pay the entire Fees due, the Company may suspend access to Xenios Academy for that account.
If Fees remain unpaid for more than 28 days after becoming due, the Company may terminate the User's account on Xenios Academy without notice and terminate this Agreement.
The User acknowledges that the Company is not accountable or liable in any manner for:
i Interruptions to the availability of Xenios Academy in the event of (a);
ii Loss of Personal Information in the event of (b).
19. Disputed items
In case the User disputes any item on the invoice, they must inform the Company of the disputed item within 5 Business Days of the Tax Invoice's date. The User is required to pay the undisputed amount of the Tax Invoice within the prescribed payment period.
20. The Business Customer and Employee agree and accept that:
The Employee must utilize Xenios Academy in compliance with the provisions of this Agreement.
It is the responsibility of the Business Customer to ensure that the Employees utilize Xenios Academy in accordance with the terms of this Agreement.
The Employee is accountable for adhering to the guidelines for each Course and accurately executing any tasks directed in the Course.
The Company holds no responsibility for any claims relating to injury, illness, death, or property damage arising from an Employee's utilization of Xenios Academy.
The Business Customer agrees to indemnify Xenios Academy against any costs, claims, damages, and expenses arising from an injury or damage caused to a third party resulting from the Employee's use of Xenios Academy.
Xenios Academy has the right to send emails, text messages, push notifications, and other alerts to the Employee regarding the services provided by the Company or Business Customer through the Employee's account on Xenios Academy (unless the Employee has opted out).
An Employee's consent made through Xenios Academy is considered valid and binding unless and until the Employee revokes it. The Company and a Business Customer may rely on the consent made through Xenios Academy and need not further verify its accuracy.
BUSINESS CUSTOMER TERMS
21. The Business Customer agrees and warrants that:
The Business Customer shall indemnify and hold Xenios Academy harmless against all costs, claims, damages, and expenses to the extent permitted by law for:
i Any penalty applied to the Business Customer;
ii Any harm, sickness, or fatality resulting from an employee or a third party;
iii Any destruction or harm to the belongings of an Employee, Designated Person, or Third Party;
iv Any allegation of violating intellectual property rights made by a third party;
v Any demand related to employee benefits made by an employee associated with the Business Customer's account;
vi Any discovery that the data given to the Company by the Business Customer was inaccurate;
vii Any accusation of violating confidentiality by a third party.
as a result of the Business Customer’s use of Xenios Academy;
It is prohibited from revealing any information about an Employee to anyone or entity except those authorized by the Employee.
Xenios Academy only receives information about an Employee on their behalf with the Employee's permission.
It must guarantee that all Personal Information obtained while using Xenios Academy is handled and used in compliance with relevant privacy laws in its jurisdiction. It is not allowed to create an Employee account for anyone or share Personal Information with the Company unless the Business Customer adheres to all privacy laws.
It can only use Xenios Academy for the purpose intended as defined in this Agreement; and
It shall comply with all anti-SPAM legislation in its jurisdiction.
The parties have the option to agree on any specific terms to this Agreement in writing, which may include any conditions set forth in a Xenios Academy Proposal. If such special conditions are agreed upon, they will take precedence over any conflicting provisions in this Agreement.
22. The following definitions apply in this document:
Business Day refers to any day, except for Saturdays, Sundays, or public holidays, when banks are open for regular banking transactions in the USA.
Commencement Date indicates the date when the first entry to Xenios Academy is made unless there is a written agreement stating otherwise.
Any information related to the business, operations, or affairs of either party, whether in written or verbal form, that concerns the past, present, or future, information that is not explicitly labeled as confidential, is considered Confidential Information, including but not limited to:
i technical and non-technical data, formulas, patterns, programs, devices, methods, techniques, plans, drawings, models, and processes, as well as source and object code, software, and computer records.
ii all marketing and business plans and forecasts, information and lists of users and suppliers, and details of agreements and arrangements with third parties.
iii All financial information, including pricing schedules and structures, product margins, details of remuneration, and investment expenditures.
iv Any information related to an employee, customer, contractor, supplier, or agent of the respective party
v the party's policies and procedures;
vi all Personal Information; and
vii all information contained in this document,
but excludes information that the other party can establish:
vii is either known by the other party or is already in their possession or control, which was not acquired through a violation of this document and is not subject to any confidentiality obligation.
viii Is in the public domain other than by a breach of this document or any obligations of confidence.
Force Majeure refers to an event or circumstance that is beyond the reasonable control of the party who claims force majeure. This may include any of the following factors, as long as it is beyond the reasonable control of the said party:
i Natural disasters such as acts of God, lightning, storm, flood, fire, earthquake, explosion, cyclone, tidal wave, landslide, and adverse weather conditions;
ii Acts of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, pandemic, or epidemic;
iii The impact of any changes in applicable laws, orders, rules, or regulations by any government or competent authority; and
iv Embargo, inability to acquire essential materials, equipment or facilities, or a shortage of power or water.
GDPR means the European Union’s General Data Protection Regulation.
General Conditions refers to the set of terms and conditions stated in the section of this Agreement specifically titled as such.
Employees Terms and Business Customer Terms means this Agreement’s details and variables set out in the section of this Agreement entitled “Employees Terms” and “Business Customer Terms”
Intellectual Property encompasses various forms of intangible assets, such as copyrights, patents, inventions, trade secrets, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names, and other related forms of intellectual property.
Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.
Special Conditions refers to the specific terms and conditions stated in the section of this agreement titled as such.
23. The headings provided in this Agreement are for convenience purposes only and do not affect its interpretation. The following rules apply to this Agreement, unless the context suggests otherwise:
The singular also includes the plural, and vice versa.
If a word or phrase is defined in this Agreement, any other grammatical form of that word or phrase has a corresponding meaning.
A reference to a clause refers to clauses in this Agreement.
Any mention of something after "includes," "including," or similar expressions, does not limit anything else that might be included.
A reference to a party to this Agreement or another agreement or document includes that party’s successors, permitted substitutes, and assigns (and, where applicable, the party’s legal personal representatives).
A reference to a person, corporation, trust, partnership, unincorporated body, or other entity includes any of them.
A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, such as computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes, or object codes, technology, or trade secrets.
APPLICATION OF THIS AGREEMENT
24.1 This Agreement pertains to the access and utilization of Xenios Academy.
24.2 If the User refuses or is unable to comply with the terms and conditions of this Agreement, they must stop using Xenios Academy immediately.
24.3 The Company may modify this Agreement at its complete discretion periodically, and unless otherwise notified in writing by the Company, these modifications shall apply to the User's use of Xenios Academy from the beginning of the User's next billing cycle.
25.1 The User acknowledges and agrees that Xenios Academy is:
Hosted by the Company on a secure third-party hosting service, and can only be installed, accessed, and maintained by the Company;
Accessible to the User through the internet or another connection to the servers hosting Xenios Academy, and is not available locally from the User's systems;
Managed and supported exclusively by the Company from the Company's third-party hosting service, and no back-end access to Xenios Academy is available to the User unless expressly agreed in writing.
25.2 As a hosted and managed service, the Company has the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve, or otherwise alter Xenios Academy.
25.3 The Company shall not exercise its rights under clause 26.2 in a manner that would intentionally cause the User to lose access to Personal Information or fundamentally decrease the utility of Xenios Academy to the User except as provided in this Agreement.
26.1 Upon accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive, and revocable license to access and use Xenios Academy during the duration of this Agreement, in compliance with its terms and conditions. The specific terms of the license depend on the User's account type.
26.2 An Employee's license only permits that individual to access and use Xenios Academy, and they cannot authorize additional users.
26.3 Business Customer License
(a) The Business Customer agrees to be bound by the terms of the license set forth in writing between the Business Customer and the Company, which may specify the following license terms (among others):
i) A fixed-term;
ii) A defined territory;
iii) Included venues and authorized users per venue; and
iv) The notice period required by the parties to terminate this Agreement.
26.4 The Company reserves the right to reasonably revoke or suspend the User's license(s) for any reason, including breach of this Agreement by the User or its users.
26.5 The User may not assign, transfer, sublicense, or otherwise create an interest in this Agreement without the prior written consent of the Company.
27.1 The User agrees to use Xenios Academy only for legal purposes and not engage in any conduct that is deemed unreasonable or unlawful by the Company. Such conduct includes, but is not limited to, immoral, threatening, offensive, or abusive behavior. For a Business Customer, this also encompasses Custom Content and communications sent via the Site, such as comments.
27.2 If the User violates clause 27.1, the Company may, at its reasonable discretion, give advance notice to the User and choose to remove the offending content, suspend or terminate accessibility to Xenios Academy, or exercise its legal rights.
28.1 The Business Customer has absolute discretion to add Employees under their Manager Account for accessing Xenios Academy. The Business Customer acknowledges that authorizing additional users may result in payment of additional fees.
28.2 The Business Customer agrees to take full responsibility for managing authorized users under their Account and for all conduct and activities performed by any authorized users.
28.3 The Company shall not be held liable for access to Personal Information by users authorized by the User or by those who use login details of users authorized by the Business Customer.
28.4 The User is responsible for the security of their username and password for accessing Xenios Academy.
28.5 The User must ensure that users comply with the terms of this Agreement and will be held responsible for any breach of these terms.
29.1 This Agreement does not grant the Company any right, title or interest in the Personal Information, except as agreed in this Agreement or in writing by both Parties.
29.2 The Company is not liable for the content of Personal Information and/or Custom Content.
29.3 The User is responsible for ensuring that the Personal Information and Custom Content is accurate, of good quality and complies with all legal requirements. The User is also responsible for the acquisition of the Personal Information and Custom Content, and for the users who access and/or use it.
The Company does not provide any warranty regarding the suitability of Xenios Academy for the User's privacy obligations under the law or contract, and it is the User's responsibility to determine if Xenios Academy is appropriate for their situation, except as otherwise provided in this Agreement.
The Company places great importance on the security of Xenios Academy and the privacy of its users. The User agrees not to take any action that could compromise the security or privacy of the Company's systems or the information contained therein.
The Company will take all reasonable measures to ensure that data transmission adheres to industry standards. However, it is the responsibility of the Business Customer to ensure that transmission standards meet their operational and legal requirements.
The Company may impose restrictions on the amount of data that the User can store in Xenios Academy, and will inform the User of any such limits. Data stored with the Company will be kept in accordance with industry standards.
The Company will perform system backups at reasonable intervals and times for business purposes. The Company cannot guarantee that specific Personal Information can be backed up or recovered unless explicitly stated in writing by the Company.
The Company shall provide access to the Xenios Academy application and content to users in any geography (including China).
The Company holds moral and registered rights to its trademarks, and the User must obtain written consent from the Company before copying, altering, using, or dealing in the marks.
Xenios Academy may incorporate proprietary software and Intellectual Property that the Company is authorized to use and that is protected by copyright, trademarks, patents, proprietary rights, and other laws. The User agrees not to intentionally infringe on any third-party rights through the use of Xenios Academy.
By using Xenios Academy, the User warrants that they will not:
(a) Use Xenios Academy or the services provided for their own commercial purposes;
(b) Download, copy, or share Xenios Academy content without the express written consent of the Company (unless the content relates to Custom Content for which the User is the author); and
(c) Copy, recreate, decompile, reverse engineer, or otherwise obtain, modify, or use any source or object code, architecture, algorithms contained in Xenios Academy, or any associated documentation, directly or indirectly.
(a) All content, excluding Personal Information and Custom Content, is the property of the Company, including but not limited to any source code, suggestions, feature requests, ideas, or other information provided by the User or any other party in connection with Xenios Academy.
(b) To avoid any confusion:
i. The Company owns the Intellectual Property rights to Xenios Academy Content under clause 30;
ii. Unless a written agreement states otherwise, any Custom Content created through Xenios Academy is the property of the User;
iii. If the Business Customer makes Custom Content available to other Users through Xenios Academy, the Business Customer grants the Company a limited, royalty-free, and revocable license to use that Custom Content within Xenios Academy only for the Business Customer's use, and only for as long as needed.
31.1 The Company has committed to maintaining the utmost confidentiality of all Personal Information. Should Xenios Academy access or receive this information, it will be treated as Confidential Information under the terms of this Agreement.
31.2 Each party acknowledges and agrees that:
The information considered confidential is deemed secret, confidential, and valuable to the party disclosing it (Discloser).
The recipient of the Confidential Information owes an obligation of confidence to the Discloser with respect to such information.
The Confidential Information must not be disclosed to any third party by the recipient, except as expressly permitted under the terms of this Agreement.
The Discloser retains all Intellectual Property rights, and the disclosure of Confidential Information does not constitute a transfer or assignment of any rights or interests in the Intellectual Property to the recipient.
If the receiving party breaches or threatens to breach any obligation under this Agreement, it may cause immediate and irreparable harm to the Discloser, and damages alone may not be a sufficient remedy. Therefore, the Discloser has the right to seek injunctive relief against the receiving party (including its agents, assigns, employees, officers, and directors, individually) or to compel specific performance of this clause, in addition to any other remedies available at law or in equity.
31.3 When a party becomes aware of any of the following circumstances, it must promptly provide written notice to the Discloser, including all known details:
If the recipient breaches, threaten to breach, or is likely to breach any of its obligations regarding the Confidential Information, whether such breach is actual or suspected.
If any person, whether a party to this Agreement or not, breaches, threatens to breach, or is likely to breach any obligation related to the Confidential Information, whether such breach is actual or suspected.
If there is an actual or suspected theft, loss, damage, unauthorized access, use, or disclosure, or a likely or threatened occurrence of any of these, with respect to any Confidential Information.
31.4 In the event of any investigation, litigation, or action by the Discloser or a related body corporate, the receiving party is obligated to promptly comply with any reasonable requests made by the Discloser and provide full cooperation, if there is:
Any actual, suspected, likely, or threatened breach of a term of this Agreement; or
Any theft, loss, damage, or unauthorized access, use, or disclosure of or to any Confidential Information that is or was in its possession or control.
LIABILITY & INDEMNITY
32.1 - Users agree to use Xenios Academy at their own risk.
32.2 - The Company is not responsible for the actions of other users and cannot be held liable for such actions under any circumstances.
32.3 - Users agree to compensate the Company for any loss or damage, cost, or expense incurred by the Company due to the User's conduct while using Xenios Academy, including any violation of the agreement.
32.4 - Neither party will be held accountable for indirect, incidental, or consequential damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings, or any other similar or analogous loss arising from this Agreement, whether based on warranty, contract, tort, negligence, in equity or any other legal theory. This includes business interruption, regardless of whether the party knew or should have known about the possibility of such damages.
32.5 - The maximum liability of a party under this Agreement shall not exceed two times (2x) the amount paid by the relevant User for Xenios Academy and associated services that caused such damage, whichever is greater.
32.6 - The exclusions and limitations in this section do not limit the Company's liability and a party's liability for damages resulting from gross negligence or willful misconduct.
32.7 - The Company and related entities exclude all conditions and warranties that may be implied by law, except for those that cannot be excluded by law. In such cases, the Company's liability is restricted to either re-supplying the services or paying for the cost of re-supplying the services or replacing/repairing the goods or paying for the cost of replacement/repair.
33.1 - If one party breaches the agreement, the other party may issue a written Breach Notice that outlines the details of the breach, the specific provisions of the agreement that have been breached, a reasonable timeframe of at least 10 business days to remedy the breach, and the necessary action to fix the problem.
33.2 - If a Breach Notice is issued, the receiving party must respond in writing and take the necessary steps to remedy the breach. If the receiving party fails to respond or provide reasons why they are not in breach, this will be considered a breach of the agreement.
33.3 - If the breach is not remedied within the specified timeframe, it will be considered a material breach of the agreement.
TERMINATION AND SUSPENSION
34.1 - Unless otherwise agreed upon in writing, either party may terminate this Agreement without cause by giving the other party at least 30 days' written notice. This notice period does not apply in cases of breach of the Agreement.
34.2 - If any fees are not paid, the Company may suspend the User's account and the accounts of any authorized users.
34.3 - If a party is in material breach of the Agreement, the other party may terminate the Agreement by giving written notice, effective 30 business days after the date of the notice.
34.4 - Either party may immediately terminate this Agreement by notice if the other party stops or suspends payment of debts, is insolvent, fails to comply with a statutory demand, has an administrator or controller appointed, has an order or resolution made for winding up or dissolution, enters into an arrangement with creditors, or is subject to any similar event under the law of any relevant jurisdiction.
34.5 - The User agrees that the Company is not responsible for any valid termination or suspension of the User's access to Xenios Academy.
34.6 - The expiration or termination of this Agreement does not affect any accrued rights or remedies of either party.
34.7 The rights and obligations under the relevant provisions of all clauses survive termination of this Agreement.
35. Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled by binding arbitration in Dover, Delaware. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the judicial and arbitration mediation system (“JAMS”), with the following exceptions if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each Party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the JAMS’ rules and regulations) of the proceedings has been given to such Party. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages or speculative damages to either Party and shall not have the power to amend this Agreement. The arbitrator shall be required to follow applicable law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
36.1 If a party is unable to fulfill its obligations under this Agreement due to an event of Force Majeure, it must promptly inform the other party in writing, stating:
(a) which obligations are affected and to what extent they cannot be fulfilled;
(b) a detailed description of the event of Force Majeure;
(c) an estimate of the duration of the Force Majeure; and
(d) the proposed measures to remedy or reduce the impact of the Force Majeure.
36.2 During the Force Majeure, any obligations that cannot be fulfilled due to the event will be suspended, except for payment obligations that are due and payable.
36.3 The party that cannot fulfill its obligations due to Force Majeure must make reasonable efforts to overcome the Force Majeure and resume fulfilling its obligations as soon as possible.
36.4 The party that cannot fulfill its obligations due to Force Majeure must take all reasonable steps to mitigate any loss or damage suffered by the other party.
36.5 The term of this Agreement will not be extended due to the Force Majeure period.
ELECTRONIC COMMUNICATION AND ASSIGNMENT
37.1 The User may send notices, enquiries, complaints, or any other communication to the Company as stated in this Agreement. The Company will inform the User of any changes in its contact information from time to time.
37.2 The Company will send the User any notices or other correspondence to the contact details that the User has provided to the Company or updated over time. It is the User's responsibility to keep their contact information up to date.
37.3 Any consent, notice, or communication under this Agreement will be considered valid if it is sent as an electronic communication, unless required to be physically delivered under the law.
37.4 Notices should be sent to the most recent known contact details of the party receiving the notice. Any notice sent by the Company to a User will be considered delivered and effective once sent to the email address linked to the User's Account.
37.5 Users cannot transfer or create an interest in this Agreement without the written consent of the Company.
37.6 The Company may transfer or create an interest in its rights under this Agreement by giving written notice to the User.
38.1 Both parties agree to the clauses in the Terms of Service, Special Conditions, and General Conditions, which together form a single legal agreement. In case of any inconsistency between the Terms of Service and the General Conditions, the Terms of Service will prevail. If there is any inconsistency between the Special Conditions and the Terms of Service, the Special Conditions will prevail.
38.2 Each party acknowledges that it has not relied on any representation, warranty, or statement made by the other party, except as stated in this Agreement.
38.3 The relationship between the parties does not create a joint venture or partnership.
38.4 No breach will be excused, and no clause of this Agreement will be deemed waived unless provided in writing.
38.5 Each party must do what is necessary, including executing agreements and documents, to fully implement this Agreement and the transaction.
38.6 The laws of the United States of America govern this Agreement, and both parties submit to the non-exclusive jurisdiction of courts in the state of Delaware, USA.
38.7 If any clause of this Agreement is invalid or unenforceable, it is ineffective only to the extent of its invalidity or unenforceability and will not affect the remaining clauses of this Agreement.
END GENERAL CONDITIONS