Terms of Business

1. GENERAL

These Terms of Use ("Terms") are a legally binding agreement between you, the Company you represent, and Xpeer GmbH, a limited liability company registered in Switzerland at the address Rathausstrasse 14, 6340 Baar ("Xpeer" "we," "us," or "our").

Xpeer owns and operates the xpeer.com website ("Site"). We provide access to our services through our Site subject to these Terms.

We may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms will govern our relationship with you. We will try to notify you of material revisions, for example via a service notification or an email to the email associated with your account. By browsing the public areas of the Sites or by accessing and using our services, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms, as amended from time to time, as well as by the terms and conditions of our Privacy Policy. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Xpeer’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

If you do not agree to any of these terms, then you are not permitted to use the Sites.

Occasionally, the entire Site, parts of it, or certain new features may be in the mode of beta testing and may contain errors, bugs or other faults. We will identify these features and/or the entire Site or parts thereof as "beta" or "pre-release," or words or phrases with similar meanings. Beta Site and beta features will be made available "as is," and any warranties or contractual commitments we make for our services do not apply. Should you encounter any issues or faults with our Beta Site or features, we will appreciate your feedback to enable us fix those as soon as possible.

2. DEFINITIONS

We provide Visitors and Registered Users with access to the Site as described below.

"Visitors" are people who do not register with us, but want to explore the Site. No login is required for Visitors. Visitors can:

1. view and search limited content and access limited publicly available information on the Site such as company and employee profiles, Service Offers, RFPs, and Reviews. Information and content accessible for Visitors’ viewing may be limited at our discretion or, in certain cases, Registered Users may restrict access to their Content depending on available functionality and privacy settings, if any;
2. subscribe to Xpeer communications and other notifications;
3. contact us via chat function;
4. give Reviews without registration; and
5. contact Suppliers subject to transmitting personal contact details.

"Registered Users" are people who completed the sign up process and registered an account on the Site. Registered Users can:

1. access non-public features and functionality available only to Registered Users;
2. create, access, manage, and update their own personal accounts on the Site;
3. create, access, manage and update company profiles, subject to administrative permissions where applicable
4. post comments, reviews, and other content on the Site and/or interact with other Registered Users of the Site;
5. create Projects and collaborate on them;
6. create Service Offers, RFPs, and provide Reviews (Feedbacks);
7. submit requests to Xpeer for Outsourced Supplier Search;
8. purchase or sell products or services through the Site ("Products" or "Services").

Items (ii) – (viii) shall constitute "Registered User Content" or "Content".

A "Company" is a legal entity, organization, partnership, investment fund, trust, foundation, or other legal form or structure, whether having legal personality or not, that may carry out commercial activities. A Company may also include governmental organizations, agencies, associations, state bodies, municipalities, non-commercial organizations, and other bodies. A Company can be registered on the Site by a Registered User. In certain cases, an individual who is a Registered User may be acting on the Site without a Company, for example, in a capacity of a freelancer or an entrepreneur; in such cases, the individual may register a company on the Site in his/her own personal name, e.g. "John Doe", instead of a Company.  A Company, and/or a Registered User acting on behalf of a Company, may be either a "Client" or a "Supplier" or both.

A "Client" is a Company or a Registered User or a Visitor who chooses to create an account through which the Company or Registered User may give and read Reviews, consider Service Offers, purchase Services from Suppliers, or may create RFP and collect Fee Quotes for Services from Suppliers, or may opt to do same without registration. Clients may also request Xpeer to search for relevant Suppliers among Companies, Registered Users or outside the Site ("Outsourced Supplier Search").

A "Supplier" is a Company or a Registered User who chooses to create an account through which the Company or Registered User may collect Reviews and offer Services by placing Service Offers or Fee Quotes in response to RFP from Clients.

A "Request For Proposal" ("RFP") may be created and submitted by a Client for Products or Services that they are interested in purchasing. RFP may include details of required Products or Services (descriptions, goals, objectives, skills, and other required characteristics or terms). RFPs may be available publicly and/or issued to a selected group of Registered Users or Companies or to a single Registered User or Company, or to unregistered people or companies as RFP invitation to submit Fee Quotes by indicating their emails on the Site.

A "Fee Quote" may be submitted by Suppliers in response to RFP detailing the applicable Product or Service scope or description, required skills, price and other terms or policies relevant to the Product or Service. Suppliers may indicate their Fee Quotes as legally binding offers, or otherwise as indicative offers. If a Client accepts a Fee Quote, the Client and the Supplier become bound by the terms of the Fee Quote and agree to, respectively, purchase the Product or Service and deliver (provide) Product or Service.

A "Service Offer" may be created and published on Sites by Suppliers who are willing to provide their services to the interested Clients, and other Registered Users, Companies or Visitors. Service Offers may include scope or description of services, limitations, skills, team involved, price, and other characteristics of services, terms or policies relevant to the service. Clients, other Registered Users, or Visitors interested in the Service Offer may contact the Supplier whereby the Client’s and the Supplier’s contact details will be exchanged.

"Outsourced Supplier Search" refers to a service provided by Xpeer to the Clients whereby a Client submits a request with detailed description of service needs, and Xpeer searches for potential Suppliers on the Site or service providers among companies not registered on the Site. Once Xpeer identifies one or several relevant Suppliers and/or service providers, we will inform the Client and provide relevant contact details to the parties in order to enable identified Suppliers to discuss terms and Fee Quotes.

A "Project" may be created by Registered Users for working alone or in a Company or in a group with other Registered Users or Companies on a common task, assignment or project. A Project would typically, but not necessarily, include Registered Users from a Client and from one or several Suppliers. Registered Users on a Project may exchange, store and search messages and files. One or more Registered Users on a Project with Administrator permissions may add or remove participants in the Project. Invitations to join the Project may be sent to Registered Users by notifications on Site or by email to other individuals. A Project will be automatically set up when a Client accepts a Fee Quote upon completion of the RFP assessment and selection process; in this case, all Registered Users from the Client’s RFP team and all Registered Users from the Supplier’s Fee Quote team will be added jointly as a Team on the Project, and relevant data may be transferred from RFP and Fee Quote content.

A "Review" or "Feedback" refers to a qualitative and quantitative assessment by a Registered User or Visitor given to a Company (including or excluding Team), on a Service, on a Service Offer, or on a Project. Client Reviews refer to feedback given to a Supplier, and Supplier Reviews refer to feedback given to a Client.

"Xpeer score" refers to a numerical representation of accumulated scores received by Registered Users and Companies through Reviews, which constitutes a reputation system on the Site. Xpeer score ranges from 0 to 10; it may include decimals or may be rounded where relevant. The algorithm of xpeer score calculation is proprietary to Xpeer, and may be revised from time to time without notice. Xpeer score depends on various factors, such as age of Reviews, status of reviewer, and other parameters.

14. REWARDS

A "Team" refers to one or more Registered Users or employee profiles attached to a Company, Project, Service Offer, RFP, Outsourced Supplier Search, or Review.

"Subscription" or "Professional Subscription" or "Pro" means subscription which gives Registered Users access to paid functions on the Site as well as to paid services provided by Xpeer. Subscription may be monthly or annual. We reserve a right to restrict or extend access to paid functions for Registered Users, amend the price of Subscriptions, or otherwise change the list and content of paid functions and services, in our sole and complete discretion.

"Verification" or "Verified status" is a status granted to a Company by Xpeer on the Site upon application by the Registered User on behalf of the Company. Verification is subject to completion of a review procedure on the Company’s corporate documents, corporate domain, certain public and private records, identification documents, and other relevant data. The Verification is intended to determine whether the applying Registered User and/or the associated Company are identifiable, exist, incorporated, included in respective company registers, and associated with the applicant Registered User, for example by way of employment relationships or otherwise.

A "Voucher" refers to a form of incentive that may be issued by Suppliers to their clients on the Site in return for providing a Review. Vouchers may carry certain discount, or free service, or other privileges. Terms of the Vouchers, such as discount rates, expiration dates, and other conditions are defined by each Supplier at their sole discretion. Vouchers may be issued as transferrable, in which case the Reviewer who earned a Voucher may be eligible to transfer it to a third party.

3. RESTRICTIONS ON USE

Xpeer is under no obligation to accept any individual as a Registered User and may accept or reject any registration in its sole and complete discretion. In addition, Xpeer may deactivate any account at any time or terminate subscription, including, without limitation, if it determines that a Registered User has violated these Terms.

The services on the Site are not intended for and should not be used by anyone under the age of eighteen. You represent that you are over the age of 18. You may not access or use the services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

By accessing and/or using the Site or the Services, you agree to comply with the following rules and restrictions on use:

• You will comply with all applicable laws in your use of the Site and will not use the Site for any unlawful or otherwise fraudulent purpose;
• You will provide accurate information to us and update it if necessary;
• You will review and comply with notices and instructions sent to you by Xpeer concerning the Services and use of the Site.
• You will not create, upload, post, email, distribute, link, store, transmit, or otherwise make available, including through links to external websites, any message, data, information, text, music, sound, photos, graphics, screenshots, video, code, or any other material or Registered User Content that:
  • infringes or misappropriates any copyright, trademark, patent, trade secret, right of publicity, or other intellectual or proprietary rights of any person or entity; or
  • is unlawful, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
  • discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information; or
  • would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission (SEC) or any rules of a securities exchange such as the New York Stock Exchange (NYSE), the American Stock Exchange, or the NASDAQ, as well as the rules and regulations of any other state regulatory body or authority; or
  • impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including Xpeer; or
  • represents unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations; or
  • represents private information of any third party (including, without limitation, surname (family name), addresses, phone numbers, email addresses, tax identification numbers, social security numbers, financial information, and credit card details) unless subject to consent of such a third party; or
  • contains viruses, corrupted data, or other harmful, disruptive, or destructive files; or
  • is unrelated to the topic of the Services in which such Content is posted, linked, or otherwise published; or
  • in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Site, or that may expose Xpeer or its affiliates or its or their users and/or sublicensees to any harm or liability of any type.
• You will not "stalk," threaten, or otherwise harass another person;
• You will not access or use the Site to collect any market research for a competing business;
• You will not use the Site or its contents for any commercial purpose without our express written permission;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• You will not "frame", "mirror", or otherwise incorporate any part of the Site into any other website or mobile application without our prior written authorization;
• You will not interfere with or attempt to interrupt the proper operation of the Site through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Site through hacking, password or data mining, or any other means;
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Site;
• You will not use any robot, spider, scraper, or other automated means or nay manual process to access the Site, to monitor or copy content or information of the Site, or for any other purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Site for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
• You will not attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Xpeer in connection with this Site or its content;
• You will not post Reviews on any Product or Service rendered by your current employer or by direct competitors of your current employer as well as any Product or Services that you offer personally as an individual or through a company you control or represent;
• You will not log in or register using an alias that masks your true identity;
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
• You will let us know about inappropriate Registered User Content of which you become aware.

We have the right, but not the obligation, to review and reject or remove content that, in our sole discretion, does not adhere to these guidelines. We also reserve the right, in our sole and absolute discretion, to deny you access to the Site, or to any portion of the Site, or to any paid functions, without notice.

If the Registered Users, Visitors, Clients or Suppliers do not abide by these provisions, this shall constitute a breach of the Terms and may result in termination or deactivation of the Client or Supplier accounts, suspension of Company or Registered User profiles, or termination of Subscription or Verification. Xpeer reserves the right to apply other punitive actions on the Site as it may deem fit and to claim damages for any losses and interruption of service. This is without prejudice to the Supplier’s and/or the Client’s right to claim any losses or damages from the Client and or Supplier, respectively, under applicable laws.

4. REGISTRATION

If you wish to become a Registered User, you will be prompted to create an account, which includes your name, surname, email login, name of your current employer company, and a password. You may also register or prove your identity using external accounts, such as Linkedin.

When creating your account, you must provide true, accurate, current, and complete information. Each email login and corresponding password can be used by only one Registered User. You are solely responsible for the confidentiality and use of your email login and password, as well as for any use, misuse, or communications entered or payments made through the Site using one or more of them. You are also responsible for safeguarding your account, so use a strong password and limit its use to this account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above. We reserve the right to delete or change your password and email login at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. Xpeer will not be liable for any loss or damage caused by any unauthorized use of your account.

A Registered User may register a Company on the Site and indicate the Company as his/her current employer or past employer. Registered Users may also indicate Companies already registered on the Site as his/her current or past employer. Any Registered User associated with the Company by way of current employment is eligible to add or edit information about the Company in the Company profile. However, if a Company has Professional Subscription, only Registered Users attached to this Subscription may add or edit information in the Company profile.

5. AUTHORITY & REPRESENTATION

Registered Users associated with a Company through current employment shall be deemed to be acting on the Site on behalf and in the interests of the Company, and shall be deemed to represent the Company on the Site, in particular in contractual arrangements. If an action performed by a Registered User on behalf of the Company required certain authorizations, execution of powers of attorney, or is subject to Company’s internal approvals or procedures, it shall be deemed that such a Registered User has or had received such required authorizations, powers, and approvals, and that any Company’s internal procedures authorizing the Registered User and his/her actions have been completed.

Actions of the Registered Users which establish a legally binding right or obligation shall be deemed to establish legally binding rights and obligations on their respective Companies. Such rights and obligations continue and apply on the Company even if the Registered User ceased employment relationship with the Company, removed association with the Company, deregistered, terminated account, or became idle on the Site. Typical examples of such cases include:

• Where a Registered User purchases Subscription or Verification, the relevant associated Company shall be liable for payments of Subscription and Verification fees;
• If a Registered User created a Service Offer marked as legally binding, then such Service Offer shall be legally binding on the Company;
• If a Registered User submitted a Fee Quote as a Supplier of a Product or Service, the Fee Quote shall be binding on the Supplier Company if it is accepted by the Client;
• Where a Registered User submits RFP as a Client and accepts a Fee Quote, this acceptance shall be binding on the Client Company.

6. INTELLECTUAL PROPERTY

The Site contains material, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of Xpeer (collectively referred to as the "Content"). The Content may be owned by us or third parties. The Content is protected under the laws of Switzerland as well as laws of other jurisdictions. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under these Terms. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You `may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of these Terms, your permission to access and/or use the Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Xpeer (the "Xpeer Trademarks") used and displayed on the Site are registered and unregistered trademarks or service marks of Xpeer. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the "Third-Party Trademarks," and, collectively with Xpeer Trademarks, the "Trademarks"). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Xpeer Trademarks inures to our benefit.

Elements of the Site are protected by trade dress, trademark, unfair competition, and other laws of relevant jurisdictions and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

7. VERIFICATION PROCESS AND STATUS

Verified status is generally granted to a Company, and is extended to all Registered Users who are both associated with the Company and assigned to Professional Subscription of the Company. Verification is subject to Company’s successfully passing our Verification procedures. Xpeer may grant or reject Verified Status at its sole and absolute discretion without explanation of reasons.

The term of the Verified Status is 12-month starting on the day on which Verification procedures are started by the company. On the anniversary of the Verification, if Verification is not terminated by the applicant Company, the applicant Company may be requested to re-confirm Verified status and, if necessary, to provide documentary evidence in respect of any changes in order to extend Verification for the following 12-month period. We reserve the right to revise the list of required documents and/or inquire additional public or private information from the applicant to complete our review.

Verification procedure may be performed by Xpeer and its authorized employees using public sources and data provided by the applicant or other available means and databases. We may also outsource these procedures, in full or in part, to third parties under a contractual arrangement. Verification does not represent a due diligence, an audit, a validation, forensic review, or any form of assurance, and it cannot be relied upon or serve as a substitute for counterparty due diligence, know-your-client (KYC) checks, anti-money laundering procedures, or other form of identification.

8. SUBSCRIPTIONS FOR PAID SERVICES

A Subscription is required to access paid services, such as managed services, Verification, licensing and other services. A Subscription may be procured through the services interface or via a separate contract entered into between a Company (and/or a Registered User) and us. The Company and/or Registered Users must agree to these Terms (as amended from time to time) to activate the Subscription. Subscriptions commence when we make them available and continue for the applicable term specified in the "billing & subscriptions" interface on the Site or in a separate contract. The Subscription is attributable to the Company and is not personal to a particular Registered User. The Company may assign a Registered User associated with the Company to replace another Registered User within a single subscription. During an active subscription term, it is possible for a Company to add more paid functions or services.

If you signed up for Subscription for any paid services using your corporate email domain or indicating a Company as your current employer, you will be deemed to be acting as the representative of your Company (e.g. authorized employee or director), and your Company will be responsible for any fees and payments due on our services. Your Company can modify and re-assign roles and permissions on your team (including your role) and otherwise exercise its rights under the Terms. If the Company elects to replace you as the representative with ultimate authority for its team of Registered Users under Subscription, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or your Company to facilitate the transfer of authority to a new representative Registered User.

Xpeer will be modifying the Site and adding more services and functionality. If you decide to buy subscription for our services, that decision should be based on the functionality or features we have made available today. This purchasing decision should not be based on the delivery of any future functionality or features, or our public statements about plans and intentions.

If Verification procedures performed had resulted in rejection of the Verified Status, any fees paid for, or attributable to, Verification shall not be refundable as they are deemed to cover the associated administrative costs or third party costs. The Company will be given the chance to re-submit documents in order to get the verified status. The verification fee does not automatically entitle to obtain the verified status. The status is assigned solely by Xpeer and in some cases may require extensive research, which means that no definitive timeline for processing can be guaranteed. We will nevertheless apply best efforts to complete verification in the shortest possible time.

We may charge other fees for services and functionality, in particular, but not limited to, commissions, consulting fees, success fees, referral fees, finder fees, fees per lead, per click or per unit, marketing and promotion fees, fees for reports, information services, fees for collection and management of reviews, and escrow fees. Such other fees may be calculated as a lump-sum amount, a percentage of transaction amount, per click or otherwise. Registered Users shall be notified on the Site about such other charges and fees, where applicable.

Subscription fees and other fees shall be charged to the Company on either monthly or annual basis (12 months term). We may charge fees for a stand-alone service, or for a combination of services and functions as a bundle. Any fees paid are not refundable.

Subscriptions and other services may be early-terminated prior to expiration of the one-month or one-year term, respectively.

Unless early-terminated by the Company, Registered User or by us, all Subscriptions and other fees automatically renew for additional periods equal to one (1) month or twelve (12) months according to the preceding term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a term to stop the fees from automatically renewing.

We may terminate any service if a Registered User or a Company materially breaches the Terms, or if we reasonably believe that our services or the Site are being used in violation of applicable law.

Xpeer reserves the right at its sole and complete discretion to change fees at any time, with or without prior notice.

9. PAYMENT TERMS AND OBLIGATIONS

We will charge our fees in advance to the credit card provided by the Registered User who purchased our services on the Site. We may also issue invoices to the Company or to the Registered User and collect fees to our bank account. Payment obligations are non-cancelable and fees paid are non-refundable. In the event a Company downgrades any subscriptions from a paid plan to a free plan, or reduces the number of Professional Subscriptions, such a Company will remain responsible for any unpaid fees under the paid plan, and services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term.

Invoices for paid services shall be issued to the relevant purchasing Company (or Registered User) to the associated email of a Registered User and also by way of notifications on the Site. Access to invoicing data may also be granted to other Registered Users associated with the Company by way of Subscription, depending on their applicable permissions.

If payment on issued invoice cannot be collected from the credit card indicated by the Registered User, we will issue invoice to the Company or Registered User by email, in which case payment shall be due within 10 days of invoice issuance. The outstanding payment shall be due from the Company or, if applicable, from the Registered User. We may also send unpaid invoices physically by regular post to the relevant Company or Registered User, and establish communication by way of email, telephone, video-conference, mail or other telecommunication means in order to facilitate collection of unpaid invoices. Invoices sent by regular post shall be due within thirty (30) days from the invoice date. We reserve the right to charge late payment interest.

If any fees owed to us (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based services to free plans until those amounts are paid in full. You acknowledge and agree that a downgrade will result in a decrease in certain features and functionality and potential loss of access to your data or other Registered User Content. We reserve the right to apply other penalties including, but not limited to, disabling, suspension or termination of the Registered User’s account or Company profile on the Site.

Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, applicable in any jurisdiction (collectively, "Taxes"). Such Taxes, in particular VAT, may be included into our invoice in addition to our fees according to the applicable tax legislation in the jurisdictions of the payor and/or Xpeer (or its related group entities), as the case may be, and depending on whether the purchaser is an individual or a company. Should any payment for our services be subject to withholding tax by any jurisdiction, the paying Company or Registered User will reimburse us for such withholding tax.

Xpeer is not storing credit card data and is not processing credit card payments. All credit card data, authorizations and processing are carried out by external online services, such as Stripe. Xpeer shall not accept any liability for any loss or damage caused by misuse or theft of credit card data.

10. CLIENT AND SUPPLIER TERMS

By acceptance of the Fee Quote from a Supplier bidding on the Client’s RFP, the Company and associated Registered Users acting as the Client agree that the Client enters into an agreement with the Supplier under the terms specified in the Fee Quote, unless otherwise modified by a written agreement separately concluded between the Client and the Supplier.

The Company and associated Registered Users acting as the Supplier agree to abide by the terms of their Fee Quotes accepted by the Client upon completion of the RFP process, as well as by terms of the Service Offers to the extent they are indicated as legally binding, unless otherwise is agreed separately between the Client and the Supplier.  The Company and associated Registered Users acting as the Supplier accept and agree that they will respond to Client’s RFPs, of which Supplier became aware on the Site, only by means of services and functions on the Site. Suppliers shall not submit fee quotes or proposals and otherwise will not promote their Products or Services outside the Site to Clients in response to RPFs, of which Suppliers became aware on the Site. Xpeer has a right to claim from a Supplier any success fees otherwise due on Supplier’s Fee Quotes in respect of contracts concluded, or other arrangements made, outside the Site between the Supplier and the Client in response to an RFP that became known to the Supplier on the Site.

If the Client or the Supplier do not abide by these provisions, this shall constitute a breach of the Terms and may result in termination or deactivation of the Client or Supplier accounts, suspension of Company or Registered User profiles, or termination of Subscription or Verification.  Xpeer reserves the right to apply other punitive actions on the Site as it may deem fit. This is without prejudice to the Supplier’s and/or the Client’s right to claim any losses or damages from the Client and or Supplier, respectively, under applicable laws.

Suppliers and Clients are entitled to inform us of, respectively, any Client’s or Supplier’s misconduct, conflicts or violation of contractual terms or these Terms, and may also report such cases by means of Reviews on the Site.

Notwithstanding the above and for the avoidance of doubt, we are not under obligation to intermediate, apply any sanctions, enforce any remedies, or guarantee resolution of disputes between Suppliers and Clients and will not be liable for any losses, damages, opportunity losses, litigation costs, or other expenses incurred in connection with either party’s actions, misconduct or violation of contractual terms or these Terms. Xpeer shall not bear any liability and shall not incur any costs in connection with any losses or damages incurred by the Suppliers and Clients.

Should a Client present a valid Voucher issued by the Supplier, the Supplier commits to provide Services at the terms indicated in the Voucher. Xpeer does not bear any responsibilities in case Suppliers reject to apply the presented Voucher to their Services.

11. REGISTERED USER CONTENT, OWNERSHIP AND PROPRIETARY RIGHTS

You must comply with the Terms and we may review your conduct for compliance purposes, but we have no obligation to do so. We are not responsible for any Registered User Content or the way you or other Registered Users choose to use the Site and its services to store or process any data.

If we believe that there is a violation of the Terms that can simply be remedied by way of Registered User’s removal of certain data or content, we will, in most cases, ask you or other Registered User to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Registered User does not take appropriate action, or if we believe there is a credible risk of harm to us, the Terms, the Site, Registered Users, Companies, Visitors or any third parties.

We are custodians of the Registered User Content but we do not own it. Following termination or expiration of your account or subscriptions, we will have no obligation to maintain or provide any Registered User Content and may thereafter, unless legally prohibited, delete all Registered User Content in our systems or otherwise under our control.

You as a Registered User bear sole responsibility for adequate security, protection and backup of the Registered User Content. We are not responsible for what you or other Registered Users do with the data.

Registered Users and/or, Companies represented by the Registered Users as per applicable laws and contracts, will own all Registered Users’ Content. Subject to these Terms, you grant us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Registered User Content only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by the Registered User.

We own and will continue to own our Sites, services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the services. We grant to you a non-sublicensable, non-transferable, non-exclusive, limited license to use the object code version of these components, but solely as necessary to use our Services and in accordance with the Terms. All of our rights not expressly granted by this license are hereby retained.

You and/or the Company you represent grant us the right to use your Company name and logo as a reference for Company profile, marketing or promotional purposes on our Site and in other public or private communications with our existing or potential customers, subject to standard trademark usage guidelines as provided to us from time-to-time.

Notwithstanding the above, Xpeer takes no responsibility and assumes no liability for any content posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor is Xpeer liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As a provider of Services, Xpeer is not liable for any statements, representations, or content provided by users of the Site in any public forum or on any area of the Site.

Although Xpeer has no obligation to screen, edit, or monitor any of the Content posted to or distributed through the Site, we reserve the right, and have absolute discretion, to remove, screen, or edit, without notice, any Content created, posted or stored on the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any Content you post or store on the Site at your sole cost and expense.

12. LICENSE AND CONSENT TO USE CONTENT OF REVIEWS

By submitting Content to this Site via postings or links on the Site, electronic mail, Xpeer widgets, or otherwise, including any product or service Reviews (whether collected in written form via online forms, or recorded through video, or collected via phone interviews), questions, comments, ratings, suggestions, ideas, or the like contained in any submissions, (individually and collectively, "Submissions"), you grant Xpeer and its affiliates a nonexclusive, royalty-free, perpetual (except as expressly provided in our Privacy Policy, transferable, irrevocable (except as expressly provided in our Privacy Policy), and fully sublicensable right to

• use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from, and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and
• use the name and other personal information, including your appearance, employment and position, that you submit in connection with each such Submission.

You acknowledge that Xpeer will only provide direct attribution of your Submissions with your permission or in order to cooperate with legitimate governmental requests, subpoenas, or court orders. You acknowledge and agree that no Submissions will include confidential or proprietary information of a third party or information that you otherwise are not allowed to disclose to the public. You acknowledge and agree that your Submissions, your name, and, if you include a photo in your profile or submit a video review, your likeness, and any other personal characteristics or private information you include with your Submissions, may be used by us, our affiliates, and our sublicensees through other websites (including advertising on such sites as described below), social media sites (including advertising on such sites as described below), platforms, mobile apps, and/or other marketing materials, such as slide decks or case studies, all as further described in our Privacy Policy.

With respect to reviews included in your Submissions (whether written or video or phone interviews), you will be asked at the time of your Submission whether you consent to the use of that review, and the name, likeness, and other personal characteristics and private information you include with your Submission, for advertising, promotion, and other commercial and business purposes. Your consent, if you indicate "yes", means that:

1. you irrevocably (except as expressly provided in our Privacy Policy) permit, authorize, grant, and license the provider of the reviewed product or service and its affiliates, successors, and assigns, and/or Xpeer and its affiliates, successors, and assigns, and each of their respective licensees, advertising agencies, promotion agencies, and fulfillment agencies, and the employees, officers, directors, and agents of each and all of them ("Authorized Persons"), the rights to publicly display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, adapt, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to use your name, image, likeness/appearance, voice, professional biographical information, and review Content, each and all solely to the extent and as reflected in the review Content that you voluntarily submit to the Site (it being understood that the foregoing does not permit the Authorized Persons to materially modify or otherwise materially alter the meaning or context of the Review or any information that you submit with the Review and that is posted on the Site), and all materials created by or on behalf of the Authorized Persons that incorporate any of the foregoing ("Materials"), in perpetuity (except as expressly provided in our Privacy Policy), throughout the world in any medium or format whatsoever, now existing or hereafter created, in and on social media platforms, including those made available on the internet and/or mobile applications, and as part of infographics and/or storyboards, without further consent from or royalty, payment, or other compensation to you;
2. to the fullest extent permitted by applicable law, you irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, "Claims") arising directly or indirectly from the Authorized Persons’ exercise of their rights under the immediately preceding paragraph or the production, exhibition, exploitation, advertising, promotion, or other use of the Materials, and whether resulting in whole or in part by the negligence of Authorized Persons, covenant not to make or bring any such Claim against any Authorized Persons, and forever release and discharge the Authorized Persons from liability under such Claims; and
3. you represent and warrant to each of the Authorized Persons, that you are at least eighteen (18) years of age, and that you have full right, power, and authority to grant the rights hereunder and further represent and warrant to each of the Authorized Persons that you will provide only true and correct statements and other information in connection with the Authorized Persons’ use of the Materials and the rights and license granted hereunder do not, and will not, violate any right (including without limitation copyright, trademark, trade secret, right to privacy, or right of publicity) of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from, or any payment to, any third party is required in connection herewith.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the Submissions or Content, you hereby declare that:

1. you do not require that any personally identifying information be used in connection with the Submission or Content, or any derivative works of or upgrades or updates thereto;
2. you have no objection to the publication, use, modification, deletion, and exploitation of the Submission and/or Content by Xpeer or its licensees, successors, and assigns;
3. you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Submissions or Content; and
4. you forever release Xpeer, and its licensees, successors, and assigns, from any claims that you could otherwise assert against Xpeer by virtue of any such moral rights.

13. PERMITTED USES

You may share links to any of our content by email and on social media, provided that you follow all of the applicable attribution guidelines set forth below.

If you have earned an Xpeer Widget, you may republish the widget on your website, provided that it contains a backlink to the Xpeer page for your profile, product or service. You must comply with all attribution requirements.

You may reference your position on the Xpeer Experience Map provided that such reference contains a backlink to the applicable Experience Map and the relevant Category page for product or service.

You may reference your position (if applicable) in Xpeer’s real-time rankings, provided that such reference contains a backlink to the applicable Category page for product or service. If you have applied any filters, you must backlink to the filtered rankings, and include relevant details related to any such filters, that is you must include the relevant company size and/or regional segmented data when referencing such position.

You may republish and share the aggregated rating of your company, product(s) and/or service(s) on the Xpeer Site, provided that you include a backlink to the applicable profile page on xpeer.com and that you attribute the rating to Xpeer.

If you would like to use Xpeer’s content or data in a manner that is not expressly authorized or prohibited hereunder, you may contact us at [email protected] with your request and we will review your request, each on a case-by-case basis, and approve or decline your request, in our sole discretion. Please note that any permission to use any Xpeer content or data that is granted by Xpeer may be revoked or modified in Xpeer’s sole discretion at any time.

You may not screenshot any portion of the Xpeer website for any purpose. You may not resell or otherwise exploit for commercial gain any content or data from the xpeer.com site (and any subdomains thereof) except as expressly set forth in these Guidelines and/or in accordance with your applicable license.

We expressly forbid any scraping of the Xpeer Site; any use, whether commercial or noncommercial, of any content or data that has been scraped from xpeer.com (and any subdomains thereof) is unauthorized.

14. REWARDS

Referral Credits may be used to pay services on the Site fully or partially, including in particular payment for Subscription and/or Verification.  Cash Rewards may be paid to individuals who referred Registered Users who ultimately opted for Subscription and paid subscription fees. Other credits may be applicable, for example, from a promotion program. Unless specifically indicated, Rewards shall accrue to Registered Users as individuals, not Companies.

Rewards do not constitute any form of employment remuneration and do not create any rights or obligations between the Registered User or Xpeer. Rewards are not cumulative and not multiplicative, that is Rewards may be allotted to Registered User only in respect of individuals or entities directory referred or invited to the Site by the said Registered User.

Rewards that may accrue to the Registered User’s account will expire following expiration or termination of the applicable Terms or other contract.  Rewards in the form of Referral Credits or other credits will have no currency or exchange value, and will not be transferable or refundable. Credits accrued on a free subscription plan will expire if the plan is not upgraded to a paid subscription within one-hundred and eighty (180) days of accrual.

We reserve the right in our sole and complete discretion to withdraw or terminate any Rewards granted to the Registered User or refrain from accepting Rewards as means of payment on the Site, including, but not limited to, cases of abuse.  We also reserve the right to amend terms and structure of Rewards, including amounts, vesting, terms of allotment, use or spending of Rewards, and other parameters. Rewards shall not be deemed to constitute legal entitlement, interest, or claim of the Registered Users and/or Companies against Xpeer or any third party. Xpeer cannot be held liable for any loss, reduction, miscalculation, deduction, or understatement of Rewards due to code errors, misuse, actions of third parties, hacking, data mining, or any other reasons.

15. ASSIGNMENT

You may not assign any of your rights or delegate your obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

16. WAIVER

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

17. SEVERABILITY

These Terms will be enforced to the fullest extent permitted under the applicable law. If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Terms will remain in effect.

18. GOVERNING LAW, COURT, AND WAIVER OF JURY TRIAL

The Terms and any disputes arising out of or related thereto, will be governed exclusively by the law of Switzerland, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts of Zurich will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Terms, or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of the court in Zurich. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Terms.

19. REPRESENTATIONS, DISCLAIMER OF WARRANTIES

You represent and warrant that you have read and validly entered into the Terms and have the legal power to do so, and that you have all and any required authorities and approvals from your Company to enter into the Terms. You further represent and warrant that you are responsible for your compliance with the Terms. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

20. LIMITATION OF LIABILITY

Other than in connection with a party’s indemnification obligations hereunder, in no event will our aggregate liability arising out of or related to the terms (whether in contract or tort or under any other theory of liability) exceed the total amount paid by the registered user hereunder in the twelve (12) months preceding the last event giving rise to liability. The foregoing will not limit customer’s payment obligations under the "payment terms" section above.

In no event will we have any liability to the other party or to any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by applicable law.

You are responsible for all login credentials, including usernames and passwords, and for administrator accounts. We will not be responsible for any damages, losses or liability to you, Registered Users, or anyone else, if such information is not kept confidential you or other Registered Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the services.

The limitations under this "Limitation of Liability" section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this "Limitation of Liability" section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

21. INDEMNIFICATION OF XPEER

You will defend Xpeer, its affiliates and licensees from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to violation of the Terms by you, or organization you represent, and will indemnify Xpeer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Xpeer in connection with or as a result of, and for amounts paid by a Xpeer under a settlement in connection with a claim against us. We must provide you with prompt written notice of any claim against us and allow you the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting your defense and settlement of such matter. This section states your sole liability with respect to, and Xpeer’s exclusive remedy against you for any claim against us.

Additionally, you agree to defend and indemnify Xpeer and its affiliates and licensees and any of its or their officers, directors, employees, and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, liabilities, or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of your breach of these Terms or the documents referenced herein, or your violation of any law or the rights of a third party, or your use of the Site.