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TERMS & CONDITIONS
XiVA™ SOFTWARE CUSTOMER SERVICE AGREEMENT
Your next-generation XiVA™ home media appliance (your Audio
Server) is powered by XiVA™ Software brought to you by Imerge
Limited (“Imerge”). This agreement explains the terms and
conditions that will apply to your use of XiVA™ Software.
Definitions in this Agreement
“Imerge” or ”we” means Imerge Limited (company registration
number 03360764) whose registered office is at Bar Hill Business
Park, Saxon Way, Bar Hill, Cambridge CB3 8SL England, United
Kingdom;
“Software” means the XiVA™ Software on your Audio Server
and related XiVA™ accessory software.
“Service” means the use of XiVA™ Software related services
provided to you by Imerge, for example the registration service
via the Internet.
“You”, “your” and “yourself” means you, the person entering
into this agreement with Imerge;
“Registration Data” means your name, address, postcode and
telephone number (optional) or email address (optional).
Service Charges
You will be responsible for the interoperability between your
XiVA™ home media appliance (your Audio Server), your TV set
and the public telephone service and all related charges.
Registration via the XiVA™ Software Service
In order to transmit your registration data, you must obtain
access to the Internet directly from your XiVA™ home media
appliance (your Audio Server is supplied XiVA™ enabled) via an
Internet Service Provider (ISP), and pay any service and/or
telephony fees associated with such access.
XiVA Software Privacy Policy
Imerge respects the privacy of your information and will handle
any personal information you might supply to us when you
register your Audio Server in accordance with the XiVA™
Software Privacy Policy. A copy of this Privacy Policy is included
as a part of this document and forms part of these terms and
conditions. Please read it carefully.
Conditions of Use
You agree not to use the Software and/or Service in a way that
may reasonably be expected to interrupt, disturb or impair the
working of the XiVA™ Software Service. You will not insert or
knowingly or recklessly transmit, distribute, upload or otherwise
make available emails, software, data or files that contain a virus
or corrupt data; seek unauthorised entry into back office; hack
into any aspect of the Software or Service; knowingly corrupt
data; circumvent, or attempt to seek to circumvent, any of the
security safeguards of Imerge or any of its suppliers; make any
business use of the Service; or assist any third party to do any of
these things. By registering, you agree to these terms and
conditions.
Title to Software and Intellectual Property
Imerge retains title to and ownership of all the XiVA™ Software
and intellectual property rights in Imerge authorised products
and XiVA™ home media appliances and the Service. Imerge also
retains ownership of all Imerge copyrights and trademarks.
Except as expressly authorised by Imerge, you agree not to copy,
modify, reverse engineer, rent, lease, loan, sell, distribute,
sublicense, or create derivative works based on the XiVA™
Software, in whole or in part.
You agree not to access the XiVA™ Software Service by any
means other than through the interface provided by Imerge or
an Imerge Business Partner for use in accessing the Service.
Indemnity
Neither Imerge nor any of its directors, employees or other
representatives will be liable for damages arising out of or in
connection with the use of the Software. Save in respect of
liability for death or personal injury arising out of negligence,
Imerge hereby disclaim and exclude to the fullest extent
permitted by law all liability for any loss or damage whatsoever
and howsoever incurred including any consequential, special,
secondary or indirect loss or damage or any damage to goodwill
or profits or any loss of anticipated savings incurred by you,
whether arising in tort, contract or otherwise, and arising out of
or in relation to or in connection with your access to or use of or
inability to use the Service or any software or content supplied
to you in connection with the Service, or in connection with any
failure of performance, error, omission, interruption, defect,
delay in operation or transmission, computer virus or line or
system failure even if Imerge or its employees or agents are
advised of the possibility of such damages, losses or expenses.
Limitations of Imerge’s Liability
In no event will Imerge or its suppliers be liable to you or any
third party for any loss of profits, loss of data, loss of revenue,
loss of or loss of use of software, loss of or loss of use of
equipment, to which the Audio Server is connected, business
interruption, or other indirect, consequential, special, or
incidental damages of any nature arising from or relating to
your use of the Software, even if Imerge has been advised of the
possibility of such damages. You understand that these
limitations of Imerge’s and Imerge’s suppliers’ liability are a
fundamental term of this agreement.
Changes to the XiVA™ Software Service
Imerge reserves the right in its absolute discretion at any time
and without notice to users of the Software to add, remove,
amend or vary features of the Software or Service, temporarily
or permanently, or on notice to all users to discontinue the
Service altogether at any time in its discretion. You agree that
Imerge shall not be liable to you or to any third party for any
modification, suspension or discontinuance of the Service.
Imerge also reserves the right to change the terms and
conditions of this agreement. Such changes shall be effective
upon notification by Imerge. You are responsible for viewing any
new terms and continued use after notification will confirm
acceptance of such changes.
Invalidity
If any part of these terms and conditions are unenforceable
(including any provision in which we exclude our liability to you)
the enforceability of any other part of these terms and
conditions will not be affected.
Governing Law
These terms and conditions shall be governed by and interpreted
in accordance with the laws of England and Wales whose courts
shall have jurisdiction to resolve any disputes between us. The
official text of this agreement shall be in English. In the event any
dispute concerning the construction or meaning of this
agreement, reference shall be made only to this agreement as
written in English and not to any translation into another
language. If any provision of these terms and conditions is held
by a court of competent jurisdiction to be contrary to the law
then such provisions shall be construed as far as possible to reflect
the intention of the parties and the other provisions shall remain
in full force and effect.
Entire Agreement
These terms and conditions set out the whole of the agreement
relating to our supply of the Software and Service and shall
supersede any prior agreements or representations in respect
thereof. These terms and conditions cannot be varied except in
writing, which can be delivered by electronic mail by Imerge. In
particular nothing said by any sales person on behalf of Imerge or
an Imerge Business Partner should be understood as a variation of
these terms and conditions or an authorised representation about
the Service or the nature and quality of items displayed thereon.
Imerge shall have no liability for any such representation being
untrue or misleading.
No person other than the parties to this agreement shall have
the right to enforce any of its terms under the Contracts (Rights
of Third Parties) Act, 1999.
These terms do not relate to your purchase of the XiVA™ home
media appliance itself, which is governed by a separate warranty
agreement provided by Imerge’s Business Partner or their agent.
Assignment
You shall not assign any of your rights or obligations under these
terms and conditions without Imerge’s prior written consent.
Imerge shall have the right to assign or otherwise delegate all or
any of its rights or obligations under these terms and conditions
on notification to you.