Please read these terms carefully before using our services
These Terms of Service ("Terms") govern your access to and use of the services provided by XYLTech, operated by Nexu Noah LLC ("we," "us," or "our"). By accessing or using our services, you agree to be bound by these Terms.
By accessing our website at www.xyltech.autos or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use our services.
XYLTech provides professional computer systems design and related services, including but not limited to:
We reserve the right to modify, suspend, or discontinue any aspect of our services at any time without prior notice.
You must be at least 18 years old and have the legal capacity to enter into contracts to use our services. By using our services, you represent and warrant that you meet these requirements.
Certain services may require you to create an account. You agree to:
Specific services provided by XYLTech may be subject to separate written agreements or contracts. In the event of any conflict between these Terms and a separate written agreement, the separate agreement shall prevail with respect to those specific services.
All content, features, and functionality on our website and in our services, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, and software, are the exclusive property of XYLTech or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
You retain all rights to any content, data, or materials you provide to us. By providing such materials, you grant us a limited, non-exclusive license to use them solely for the purpose of providing our services to you.
Unless otherwise specified in a separate written agreement, all work product created by XYLTech in the course of providing services shall be owned by the client upon full payment for such services.
You agree not to:
Fees for our services will be specified in separate proposals, quotes, or service agreements. All fees are in United States Dollars unless otherwise specified.
Payment terms will be specified in your service agreement. Unless otherwise agreed, invoices are due within 30 days of the invoice date. Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
All fees are exclusive of applicable taxes, duties, or similar governmental assessments, which you are responsible for paying.
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our business relationship. This obligation shall survive the termination of our services.
We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL XYLTECH OR NEXU NOAH LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
You agree to indemnify, defend, and hold harmless XYLTech, Nexu Noah LLC, and our officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your access to or use of our services or your violation of these Terms.
These Terms remain in effect while you use our services or until terminated by either party.
You may terminate your use of our services at any time by providing written notice to us.
We may terminate or suspend your access to our services immediately, without prior notice or liability, for any reason, including if you breach these Terms.
Upon termination, your right to use our services will immediately cease. Provisions that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.
Any dispute arising out of or relating to these Terms or our services shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Santa Cruz County, California.
You agree that any arbitration or proceeding shall be limited to the dispute between you and us individually. You waive any right to participate in a class action lawsuit or class-wide arbitration.
We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our services after such modifications constitutes your acceptance of the updated Terms.
These Terms, together with our Privacy Policy and any separate service agreements, constitute the entire agreement between you and XYLTech regarding our services.
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.
We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
If you have any questions about these Terms, please contact us:
XYLTech - Nexu Noah LLC
200 Button Street
Santa Cruz, CA 95060-2270
United States
Email: contact@xyltech.autos
Phone: +1 (760) 586-1990
Website: www.xyltech.autos
BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.