These terms and conditions of service (“Terms") are between you (“You” or “Your”) and Xe Corporation Inc. (“Xe”) and govern your use of the Xe Currency Insights Data (defined below). By continuing to access or use the Xe Currency Insights Data, you acknowledge that You have read and agree to be bound by these Terms. If You do not agree to these Terms then You must not use or access the Xe Currency Insights Data.
For the purposes of these Terms, the “Xe Currency Insights Data” consists of: (i) all currency data and information feeds, media, software, documentation, printed materials, and/or electronic documentation made available or supplied by Xe or its licensees and (ii) certain other software, data, and/or documents or services supplied by Xe or its licensees to facilitate use of such data.
If Xe changes these Terms in a way that materially reduces Your rights or increases your responsibilities, Xe will provide you with 30 days’ prior notice by email. If You are dissatisfied with the terms, conditions, rules, policies, guidelines, or practices of Xe, these Terms, or Xe’s “Terms of Use”, Your sole and exclusive remedy is to discontinue accessing or otherwise using the Xe Currency Insights Data.
SECTION 1 – ACCESS AND USE
1.1 Details of Service. Xe Currency Insights is a platform designed specifically for advanced forex analysis. It provides a suite of world-class technical tools, real-time news, and advanced charts for detailed insights into the global currency markets.
1.2 Provision of Access. In consideration of Your compliance with the rights and obligations set out under these Terms, Xe grants to You, a non-transferable, non-exclusive, revocable, limited right and license to access and use the Xe Currency Insights Data for the duration of Your Subscription Plan, solely for the limited purposes set out under these Terms (the “Xe Currency Insights Data License”).
1.3 Scope of the Xe Currency Insights Data License. Subject to Your compliance with these Terms (including the restrictions set out in Section 2 and elsewhere in these Terms), You are permitted to use the Xe Currency Insights Data strictly for the purposes described under Your applicable Subscription Plan (defined below) and elsewhere in these Terms.
1.4 Account and registration. Before we can provide the Xe Currency Insights Data, You must register for an account with us by providing a username (Your email address) and creating a password (Account). Once you have registered for an Account, You may sign in and access the Xe Currency Insights dashboard (Dashboard) to manage Your Account and Subscription Plans. We will handle any information provided by You in accordance with our confidentiality obligations under these Terms as well as our Privacy Notice available on our website.
SECTION 2 - USE OF LICENSE
2.1 Restrictions. You shall not (except as is specifically authorized pursuant to these Terms or expressly permitted by Xe in writing): (i) reproduce, copy, modify, distribute, market, display, transfer, sublicense, assign, prepare derivative work(s) or adaptation(s) based on, sell, exchange, barter or transfer, rent, lease, loan, time-share, resell, or in any other manner exploit the Xe Currency Insights Data; (ii) make the Xe Currency Insights Data available to unauthorized parties, or otherwise post or distribute the Xe Currency Insights Data in any public forum including, but not limited to, print, newsletters, radio, television, or internet; (iii) remove, obscure, or alter any required notice or any notice of Xe’s intellectual property rights present on or in the Xe Currency Insights Data, including, but not limited to, copyright, trademark, and/or patent notices; (iv) disassemble, translate, reverse engineer or otherwise decompile the Xe Currency Insights Data; (v) knowingly cause or permit anything that will impair, jeopardize, violate, or infringe the intellectual property rights of Xe in the Xe Currency Insights Data; (vi) directly or indirectly dispute or contest the ownership, validity, or enforceability of the intellectual property rights of Xe in the Xe Currency Insights Data, or assist any party to do so; (vii) use or permit use of any Xe Currency Insights Data for the purposes of trading securities by professional traders; (viii) through Your use of the Xe Currency Insights Data, knowingly cause or permit anything that You know or ought to know will prejudice or hamper the reputation or goodwill of Xe; (ix) claim, use, or apply to register, record, or file any trade mark, trade name, copyright, or design that is identical or confusingly similar to Xe’s trademarks, or assist any other party to do so; (x) use, store, or access any Xe Currency Insights Data after the termination of these Terms; (xi) use or permit others to use, market, distribute, or export Xe Currency Insights Data; or, (xii) use Xe Currency Insights Data in any manner or for any purpose that violates any law, regulation or right of any person.
2.2 Your Responsibility to Safeguard. You shall use Your best efforts and take all necessary steps to safeguard the Xe Currency Insights Data to ensure that no unauthorized reproduction, publication, disclosure, modification, distribution, or other use of any Xe Currency Insights Data is made in whole or in part. To the extent that You become aware of any such unauthorized use of the Xe Currency Insights Data, You shall immediately notify Xe by e-mailing “xemtlegal@xe.com”.
2.3 Misuse of the Xe Currency Insights Data. In the event that You or any users that access Your Account use Xe Currency Insights Data in violation of these Terms, Xe shall be entitled to terminate Your Subscription Plan and use of the Xe Currency Insights Data and hold You liable for any damages suffered by Xe for which You indemnify Xe, plus interest computed at the maximum rate permitted by law and all legal fees and other expenses incurred by Xe in enforcing its rights.
2.4 Passwords and Account Access. You are responsible for any activity that occurs through Your Account. By allowing others to access the Account, You agree that such individuals are acting on Your behalf and that You are bound by any changes that they may make to the Account, including but not limited to changes to the Subscription Plan. To help maintain control over Your Account and to prevent any unauthorized users from accessing Your Account, You should maintain control over the devices that are used to access the Xe Currency Insights Data. You agree to provide and maintain accurate information relating to Your Account, including a valid email address so we can send You Account related notices.
SECTION 3 - TERM AND TERMINATION
3.1 Term. Your Subscription Plan and any applicable free trial shall commence upon Your acceptance of these Terms and continue until the end of Your Subscription Plan or free trial period unless terminated earlier in accordance with these Terms. Your Subscription Plan (and these Terms) shall automatically renew for subsequent periods equal to the duration of your then current Subscription Plan period (either monthly or annually) unless You cancel before the commencement of the next billing cycle.
3.2 Xe’s Right of Termination. Xe may terminate or restrict Your access to the Xe Currency Insights Data at any time if You violate these Terms or are engaged in illegal or fraudulent use of the Xe Currency Insights Data or where it is otherwise necessary to protect You, Xe or our partners from identity theft or other fraudulent activity or to comply with law. If Xe otherwise wishes to terminate or restrict Your access to the Xe Currency Insights Data without cause, we will endeavor to provide You with as much prior notice as possible.
3.3 Your Right of Termination. You may terminate or cancel Your Subscription Plan at any time, and You will continue to have access to the Xe Currency Insights Data through to the end of Your billing period. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial Subscription Plan periods.
SECTION 4 - SUBSCRIPTION PLANS AND FEES
4.1 Subscription Plans. Xe offers different subscription plans to suit Your currency data needs. The relevant pricing and inclusions for subscription plans will be displayed on the Dashboard and will vary in both price and available features depending on the type of subscription You choose (“Subscription Plan”). Xe offers both free and paid Subscription Plans. The details for Your Subscription Plan will appear on Your Account once You have signed up for an applicable Subscription Plan.
4.2 Subscription Fees. If You have selected a paid Subscription Plan, You must pay Xe a non-refundable subscription fee either monthly or annually in advance as applicable, in accordance with these Terms (the “Subscription Fee”). Unless You cancel Your Subscription Plan before Your billing date, You authorize us to charge the Subscription Fee for the next billing cycle to the payment method provided by You on Your Account. The Subscription Fee shall be due and payable in full before You can access Your Subscription Plan, except where You have selected a free Subscription Plan or a free trial applies. Overdue amounts shall bear interest at a rate of two (2%) percent per month (equivalent to twenty-four (24%) percent per annum) or the highest rate allowed by law, whichever is lower.
4.3 Free trial. Xe may offer the Xe Currency Insights Data as part of a one-off free trial from time to time. If Xe offers a free trial, You will only be eligible if You are a first-time user of the Xe Insights Currency Data. Please refer to the Dashboard for further details.
4.4 Fee increases. Xe may increase the Subscription Fees at the end of Your monthly or annual billing cycle from time to time. Xe will notify You of any increase to the Subscription Fees at least 30 days before the commencement of Your next billing cycle. If You disagree with the Subscription Fee increase You will be entitled to discontinue Your use of the Xe Currency Insights Data before the commencement of Your next annual or monthly billing cycle, as applicable.
4.5 Taxes. The Subscription Fee is exclusive of all applicable Canadian sales taxes. You are required to pay, in addition to the License Fee, any applicable goods and services tax (“GST”) and harmonized sales tax (“HST”) imposed under Part IX of the Excise Tax Act (Canada), all applicable duties and/or foreign import surcharges, if applicable, as they are not included in the Subscription Plan.
SECTION 5 - SERVICES AND DATA
5.1 Responsibility for Software and Hardware. You shall be solely responsible for acquiring, providing, and maintaining all software/hardware and internet services required to access the Xe Currency Insights Data, including but not limited to telecommunication and internet connections, ISP, web browsers, and/or other equipment and software required to access and use the Xe Currency Insights Data.
5.2 Services May Be Inaccessible Or Inoperable. You hereby acknowledge that from time to time, the Xe Currency Insights Data may be inaccessible or inoperable for any reason, including, without limitation, due to: (i) equipment (hardware) malfunctions; (ii) software malfunctions; (iii) periodic maintenance procedures or repairs which Xe may undertake from time to time; and/or, (iv) causes beyond the reasonable control of Xe and/or not reasonably foreseeable by Xe.
5.3 Service Level Agreement. If the Xe Currency Insights Data is unavailable to all Xe Currency Insights Data License holders for more than three (3) consecutive hours in any one calendar day, beginning at 12:00:01 AM UTC and ending at 11:59:59 PM UTC of the same day (the “Calendar Day”), an outage will be deemed to have occurred (the “Outage”). If there are more than three (3) Outages within any one calendar week, beginning at 12:00:01 AM UTC on a Monday and ending at 11:59:59 PM UTC on a Sunday (the “Calendar Week”), then You will be entitled to one (1) months’ free access to the Xe Insights Currency Data at the end of Your current Subscription Plan.
5.4 Right to Change Content or Format. You acknowledge that Xe may, in its sole discretion, update or change the content or format of the Xe Currency Insights Data to: (a) maintain or enhance: (i) the quality or delivery of the services to its customers; (ii) the competitive strength of or market for Xe’s services; or (iii) the cost efficiency or performance of the services; or (b) to comply with applicable law. Xe shall strive to provide reasonable advance notice of such changes; however, from time to time sudden changes in currency names, codes, and/or values occur in financial markets, and since Xe strives to accurately reflect these changes, significant advance notice is not always possible.
5.5 Cancellation. In order to change or cancel Your Subscription Plan, please sign in to Your Account and follow the prompts. You may cancel Your Subscription Plan at any time.
5.6 Cancellation of Monthly Subscription Plans. When cancelling a monthly Subscription Plan, all future charges associated with future months of Your Subscription Plan will be cancelled. Cancellation will become effective at the end of your current monthly billing period. You will not receive a refund. However, Your subscription access will continue for the remainder of the current monthly billing period.
5.7 Cancellation of Annual Subscription Plans. Cancellation of annual Subscription Plans will become effective at the end of Your current annual billing period. You will not receive a refund, prorated or otherwise, for the remainder of the annual term. However, Your subscription access will continue for the remainder of the current annual billing period.
SECTION 6 - PROPRIETARY RIGHTS
6.1 Licensed, Not Sold. Use of the Xe Currency Insights Data is licensed and not sold.
6.2 Consent to Collection, Use, Retention, and Disclosure of Information. In the course of providing the Xe Currency Insights Data, Xe collects information, including standard information of the type normally exchanged when accessing any web site or web service, such as full name and email address. This information pertains only to the access of the Xe Currency Insights Data, and is no different in nature to the information available to any Internet webserver during the course of fulfilling a standard web request. Please read Xe’s Privacy Notice located via the following link Xe Help Centre - Global Privacy Notice. By agreeing to these Terms, You acknowledge and agree that Xe may collect, use, retain, and disclose Your information as set out in its Privacy Notice.
6.3 No Granting of Ownership Rights. You acknowledge that Xe owns all right, title, and interest (including but not limited to all copyright rights therein) in and to the Xe Currency Insights Data, and that You shall not take any action inconsistent with such ownership. The Xe Currency Insights Data is protected by U.S., Canadian, and other applicable copyright laws and by international treaties, including the Berne Convention and the Universal Copyright Convention. Nothing contained in these Terms shall be construed as granting You or any users any ownership rights in or to the Xe Currency Insights Data.
SECTION 7 - DISCLAIMER OF WARRANTIES AND LIABILITIES
7.1 Provided in Good Faith. The Xe Currency Insights Data is provided by Xe in good faith, and although Xe endeavors to ensure that the Xe Currency Insights Data is accurate and obtained from sources believed to be reliable, Xe does not guarantee or warrant: (i) the accuracy, authenticity, timeliness, reliability, appropriateness, correct sequencing, or completeness of the Xe Currency Insights Data; or (ii) that the Xe Currency Insights Data is free from errors or other material defects.
7.2 No Responsibility. Xe does not assume any responsibility with respect to Your use (or the use of any users that access Your Account) of the Xe Currency Insights Data.
7.3 IMPORTANT DISCLAIMER. The Xe Currency Insights Data is provided “as is” and “as available”, without any warranty of any kind and Xe, its affiliates, agents and/or suppliers, officers, directors, and employees expressly disclaim any and all warranties, whether express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, and non-infringement of the rights of third parties. In no event shall Xe be liable for indirect, special, punitive, or consequential damages including, but not limited to, lost profits, lost data, or otherwise. In no event shall Xe, any of its affiliates, or any of their data providers involved in supplying, developing, operating, or managing the Xe Currency Insights Data, be liable for indirect, special, punitive, or consequential damages including, but not limited to, lost profits, lost data, or otherwise. In the event the limitations and disclaimers contained in this Section are found by a court of competent jurisdiction to be ineffective or inapplicable, the parties agree that Xe’s maximum aggregate liability to You and all users who access Your Account, whether arising in contract, tort, strict liability, or otherwise, shall be limited, and in no event shall it exceed, the total Subscription Fees paid by You during the immediately preceding twelve (12) months hereunder for the license of the Xe Currency Insights Data.
7.4 IMPORTANT DISCLAIMER. You acknowledge that Xe is not, and is not affiliated with, a financial institution or financial data feed provider, but obtains its financial data (including, but not limited to, the Xe Currency Insights Data) from a variety of sources. You further acknowledge that financial data often differs between financial institutions and between geographic jurisdictions (particularly for non-major and/or exotic currencies) and accordingly may vary from that provided by Xe pursuant to these Terms. Although Xe has used its commercially reasonable efforts to obtain the most accurate and timely financial data available from the aforementioned sources, Xe makes no representations or warranties as to accuracy, authenticity, timeliness, reliability, appropriateness, correct sequencing, or completeness of the Xe Currency Insights Data. You acknowledge that no part of the Xe Currency Insights Data constitutes advice regarding financial, investment, legal, or tax issues, and that You and all users that access Your Account should seek independent professional advice before making any decisions regarding such issues.
7.5 IMPORTANT DISCLAIMER. Xe does not represent or warrant that the Xe Currency Insights Data will be uninterrupted or error-free or that errors in the Xe Currency Insights Data will be corrected.
7.6 IMPORTANT DISCLAIMER. In no event shall Xe, any of its affiliates, or any of their data providers involved in supplying, developing, operating, or managing the Xe Currency Insights Data be liable to You or to any other users that access Your Account in any manner whatsoever for any interruptions, delays, the unavailability or inoperability, inaccuracies, errors, or omissions, regardless of cause, in the Xe Currency Insights Data or for any losses, damages, liabilities or expenses resulting therefrom regardless of cause, even if Xe knew or should have known of the possibility of or could have prevented such damages.
7.7 Fairness and Reasonableness of Limitation on Liability. You represent and warrant that the limitations of liability set out in these Terms are fair and reasonable in the context of these Terms and that such limitations have been, in part, an inducement to Xe and a consideration in calculating the license fee payable by You to Xe pursuant to these Terms and that Xe would not have entered into these Terms but for such liability limitations.
7.8 Indemnification by You. You shall indemnify, defend, and save harmless Xe, its affiliates and subsidiaries, and their officers, directors, employees and agents from any loss, damage, liability or expense (including reasonable attorneys’ fees, accountants’ fees and other legal expenses) to which any of them may become subject to and which are in any way related to or which have arisen under or in connection with: (i) any act or omission by You or any person connected, affiliated, or associated with You with respect to these Terms and/or the Xe Currency Insights Data (including but not limited to any use or reliance on the Xe Currency Insights Data by users that access Your Account); and/or, (ii) any non-fulfillment or breach of any covenant or agreement on Your part pursuant to these Terms or any incorrectness in or breach of any representation or warranty made by You contained in these Terms.
SECTION 8 - GENERAL
8.1 Entire Agreement. These Terms and Xe’s Privacy Notice, which can be accessed via the following link: Xe Help Centre - Global Privacy Notice, shall constitute the entire agreement between the parties and supersedes all prior agreements and understandings, oral or written, relating to the subject matter hereof.
8.2 Amendments. As Xe’s data supplier and partner relationships are constantly changing and evolving, it is necessary for Xe to be able to amend these Terms and any terms incorporated by reference (such as our Privacy Notice). From time to time, Xe reserves the right, in Xe’s sole discretion, to update these Terms. Xe may amend these Terms by posting the amended terms on the Xe Help Centre located here: Xe Help Centre - Xe Insights Terms of Use. By continuing to use the Xe Currency Insights Data, You agree to accept the amended Terms.
8.3 Headings. Section headings are not to be considered part of these Terms and are included solely for convenience of reference and are not intended to be full or accurate descriptions of the contents thereof.
8.4 Gender. Unless the context requires otherwise, the gender (or lack of gender) of all words used in these Terms includes the masculine, feminine and neutral.
8.5 Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any respect under any applicable statute or rule of law, the provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable. In such a case, the remainder of the Terms shall be construed in a manner as to give greatest effect to the original intention of the parties hereto.
8.6 Waiver. The waiver of any right or failure by Xe to exercise in any respect of any right or provision provided in these Terms in any instance shall not constitute or be construed or deemed to be a waiver of such right or provision in the future or a waiver of any other right or provision under these Terms.
8.7 Choice of Law. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws principles. All rights and remedies, whether conferred by these Terms, by any other instrument or by law, shall be cumulative, and may be exercised singly or concurrently. The parties hereby irrevocably agree to the exclusive jurisdiction of the courts of Ontario.
8.8 Sale of Goods. You acknowledge and agree that these Terms are not governed by the UN Convention on Contracts for the International Sale of Goods or the International Sale of Goods Act, as amended, replaced, or re-enacted from time to time, and all provisions of such are rejected and excluded from these Terms in their entirety. You further acknowledge and agree that the Uniform Computer Information Transactions Act, or any version thereof in any form (“UCITA”), shall not apply to these Terms. To the extent that UCITA is applicable, You acknowledge and agree that You and Xe agree to opt out of the applicability of UCITA pursuant to the opt-out provisions contained therein.
8.9 Delayed Performance. Except as expressly provided otherwise in these Terms, dates and times by which Xe is required to render performance under these Terms shall be postponed automatically to the extent and for the period of time that Xe is prevented from meeting them by reason of any cause beyond its reasonable control.
8.10 Opportunity to Obtain Independent Legal Advice. You acknowledge and agree that You have been afforded the opportunity to obtain independent legal advice with respect to these Terms and, even if You have chosen not to obtain independent legal advice, that You understand the nature and consequences of these Terms.
8.11 Survival of Certain Provisions. In the event that these Terms expire or are terminated for any reason, by either Xe or You, the provisions of Sections 2.1, 2.2, 6.1, 6.2, and 6.3, and Sections 7 and 8 and any other section of these Terms intended to survive termination, shall survive indefinitely.
SECTION 9 – REPRESENTATION AND WARRANTY
OF RESIDENCY AND GST/HST REGISTRATION STATUS
9.1 Residency. You hereby represent and warrant that You will declare to Xe whether or not You are resident of Canada by providing Your mailing and billing addresses to Xe, and notifying Xe in a timely manner if such addresses change.
9.2 GST/HST Registration. If You are not a resident of Canada, You hereby represent and warrant that You will declare to Xe if You are (or become) registered for the GST/HST under subdivision d of Division V of the Excise Tax Act (Canada) by sending an e-mail to “billing@xe.com”.
Xe Corporation 470 Harry Walker South Suite 1A, Newmarket, ON L3Y 0B3, Canada +1-416-214-5606 fax +1-416-214-5607