Terms Of Use
Welcome to xanalytics.com (“Web site”).
Please read the following Notice carefully. This Notice, as well as the Privacy Policy of Exchange Analytics Inc. (“Exchange Analytics”) and all applicable laws and regulations, strictly governs the purchase and use of any product or service, or any license to use any product or service, offered by Exchange Analytics for retail sale including but not limited to exam preparation, compliance training, and continuing education products and services (“Product” or “Service”). Each Purchaser will be deemed to have agreed to these terms and conditions upon the placement of an order for a Product or Service, or in the case of a non-purchasing authorized and registered end-user, upon use of the Product or Service. Any person, firm, corporation, financial organization, business organization or entity purchasing a Product or Service or, as the case may be, an authorized user of a Product or Service properly registered with Exchange Analytics through a sponsoring firm, is termed “Purchaser” throughout this Notice.
This Notice may be amended at any time and from time to time in the sole discretion of Exchange Analytics. Any amendment shall be effective immediately upon posting on this web page. By ordering or using any Product or Service following posting of an amendment, each Purchaser agrees to be bound by the terms and conditions set forth herein as amended.
Controlling Provisions
No terms and conditions other than the terms and conditions contained herein shall be binding upon Exchange Analytics as to a Purchaser unless those terms and conditions are contained in a written agreement signed by both the Purchaser and an authorized officer of Exchange Analytics. The terms of this Notice supersede any inconsistent, different, additional or conflicting provision in any purchase order or order acknowledgment for all intents and purposes unless that purchase order or order acknowledgment is signed by both Purchaser and Exchange Analytics and the provision in the purchase order or order acknowledgment indicates with specificity which provision in this Notice it takes precedence over. All prior proposals, negotiations and representations, if any, are merged herein.
Pricing
Pricing for the Products or Services may vary. Exchange Analytics reserves the right to change, from time to time, the pricing of the Products and Services as advertised as it deems appropriate in its sole and absolute discretion, without notice.
Shipment and Delivery
Exchange Analytics will make a good faith effort to complete delivery of the Products as directed by Purchaser, but assumes no responsibility or liability for loss or damage due to delay or inability to deliver the Products as directed unless the failure to deliver was caused by the gross negligence or willful misconduct of Exchange Analytics. Risk of loss shall transfer to the Purchaser upon delivery of Products to Purchaser, Purchaser’s employees, representative or agent, as the case may be. The cost of shipping and handling will be added to the amount of the order. Purchaser bears all costs if shipment or delivery is made erroneously as a result of inaccurate, incomplete or misleading information supplied by Purchaser, Purchaser’s employee, representative, or agents, as the case may be.
Taxes
Where applicable, and unless an exemption certificate is provided to Exchange Analytics, sales, use, excise, services, consumption and other taxes or duties that Exchange Analytics, as seller, is permitted or required to collect, by law, from a purchaser that are assessed on the purchase, license, receipt and/or use of the Products or Services by Purchaser will be added to the order.
Ownership of Content
Exchange Analytics or its third-party licensors, as the case may be, own, and expressly reserve, all worldwide right, title and interest in and to the Products and Services, as well as all patents, patent applications, trade names, trademarks, trade secrets, service marks, copyrights, copyright registrations and all other proprietary rights associated therewith, as well as the methods by which the Products and Services are displayed or performed and the processes that make up or comprise the Products and Services. The Products and Services are protected by the United States and international copyright laws as well as other intellectual property laws and treaties.
Use of Content
The Products and Services are provided to the Purchaser for his/her/its own personal, internal, non-commercial use only, and depending upon the Product or Service either as a (i) tool to assist you in preparing for an identified examination, (ii) module to complete as part of a program for compliance training or (iii) means of completing or participating in a personalized firm program and for NO OTHER PURPOSE OR USE.
The right granted to each Purchaser under this Agreement is limited, terminable, nonexclusive, nontransferable and revocable. NO Purchaser may, directly or indirectly, copy, reproduce, republish, transmit, or distribute any Product or Service, in any form or medium or by any means, electronic, mechanical, photocopying, recording, or otherwise. A Purchaser may not, directly or indirectly, modify, remove, delete, add to, disassemble, alter, sublicense, transfer, share, sell, exploit, or create derivative works of the Products or Services, in whole or in part, by any means whatsoever, whether or not for commercial, economic or financial purposes or gain. PRODUCTS AND SERVICES ARE NOT TRANSFERABLE.
Changes or Modifications
Exchange Analytics reserves the right to discontinue, change or revise, any Product or Service, in its sole and absolute discretion, and without notice.
Exchange Analytics may make changes or modifications to its Products for any one of a number of reasons including clarification of original content, or a change in an examination, regulation or legislation.
Unauthorized Products
Exchange Analytics sells the Products exclusively through this Web site, its offices and authorized affiliates. Products offered online through web sites other than xanalytics.com and identified as Exchange Analytics products are likely unlawful copies and infringing or otherwise offered through an unauthorized resale. Any services provided by Exchange Analytics that are incidental to the use of its products are not available for infringing products or unauthorized resales. Incidental services are only provided to purchasers who have purchased the Products directly from either xanalytics.com or an Exchange Analytics office or an authorized affiliate.
Disclaimer of Warranties
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, EXCHANGE ANALYTICS AND ITS AFFILIATES, SUPPLIERS AND CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, AND IN PARTICULAR, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ESSENTIAL PURPOSE.
THE PRODUCTS AND SERVICES ARE NOT INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE OR TO BE COMPLETE ON THE SUBJECT MATTER CONTAINED THEREIN. EXCHANGE ANALYTICS AND ITS AFFILIATES, SUPPLIERS AND CONTRACTORS ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OF CONTENT. THE PRODUCTS AND SERVICES ARE PROVIDED TO YOU “AS IS,” AND “WITH ALL FAULTS”. EXCHANGE ANALYTICS AND ITS AFFILIATES, SUPPLIERS AND CONTRACTORS CAN NOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS OR NONINFRINGEMENT OF THE PRODUCTS OR SERVICES, OR THE INFORMATION CONTAINED THEREIN, AND FURTHERMORE DO NOT WARRANT THAT THE PRODUCTS OR SERVICES WILL ASSURE A PASSING GRADE ON AN EXAMINATION. EACH END USER SOLELY BEARS THE RISK WITH RESPECT TO HIS OR HER INDIVIDUAL ABILITY TO OBTAIN A PASSING GRADE ON AN EXAMINATION.
DUE TO THE NATURE OF THE INTERNET, MALFUNCTIONS IN SOFTWARE AND HARDWARE, MECHANICAL ERRORS AND OTHER CONTINGENCIES, ALL ONLINE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS AVAILABLE” BASIS. EXCHANGE ANALYTICS AND ITS AFFILIATES, SUPPLIERS AND CONTRACTORS DO NOT WARRANT THAT THE ONLINE PRODUCTS WILL BE CONTINUOUSLY AVAILABLE TO THE USER OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE HARDWARE OR SOFTWARE WHICH MAKE THE WEB SITE OR THE CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL OR DESTRUCTIVE COMPONENTS. EACH PURCHASER ASSUMES SOLE RESPONSIBILITY FOR THE SECURITY, INCLUDING BUT NOT LIMITED TO INFORMATION SECURITY, FIREWALL PROTECTION, AND HARDWARE AND SOFTWARE PROTECTION, OF HIS/HER/ITS COMPUTER SYSTEM, NETWORK AND INTERNET CONNECTION. EACH PURCHASER IS SOLELY RESPONSIBLE AND ASSUMES THE RISK FOR ANY AND ALL DAMAGE TO PROPERTY, LOSS OF DATA OR ECONOMIC INJURY WHICH OCCURS TO HIS/HER/ITS COMPUTER OR SYSTEM AS A RESULT OF THE USE OF OR ACCESS TO THE ONLINE PRODUCTS OR SERVICES OR THE WEB SITE THAT MAKES THOSE PRODUCTS OR SERVICES AVAILABLE.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL EXCHANGE ANALYTICS OR ITS AFFILIATES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFIT OR OPPORTUNITIES ARISING OUT OF OR RESULTING FROM THE PRODUCTS AND SERVICES OR THE PURCHASE OR USE THEREOF, EVEN IF EXCHANGE ANALYTICS OR ITS AFFILIATES, SUPPLIERS OR CONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF RECOVERY OR CIRCUMSTANCES UNDER WHICH THE DAMAGES ARISE INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, FAILURE OF PERFORMANCE, ERRORS, INACCURACIES, OMISSIONS, DEFECTS, TIMELINESS, INTERRUPTION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS, AND/OR LACK OF AUTHENTICITY OF ANY CONTENT. Subject to the “Choice of Law” provision set out below, some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, in those jurisdictions, the liability of Exchange Analytics and its affiliates, suppliers and contractors shall be limited to the greatest extent permitted by law.
IN NO EVENT SHALL THE TOTAL LIABILITY OF EXCHANGE ANALYTICS OR ITS AFFILIATES, SUPPLIERS OR CONTRACTORS FOR ALL DAMAGES AND LOSSES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS AND SERVICES OR THE PURCHASE OR USE THEREOF EXCEED THE TOTAL AMOUNT PAID BY PURCHASER FOR THE SINGLE PRODUCT OR SERVICE GIVING RISE TO, OR WHICH IS THE SUBJECT OF, THE CLAIM.
Exclusion
Nothing in this Notice is intended to exclude or limit any liability that cannot be excluded or limited under applicable law.
Limitation of Claims
Any action on any claim against Exchange Analytics and/or its affiliates, suppliers, licensors and/or contractors must be brought by a Purchaser within one (1) year following the date the claim first accrued, or shall be deemed waived.
Force Majeure
Exchange Analytics shall not be liable for any delay or failure in performance due to events outside of its reasonable control, including without limitation acts of God, earthquake, labor disputes, shortages of supplies, riots, war, terroristic acts, fire, epidemics, failures of telecommunication carriers, delays of common carriers, or other circumstances beyond its reasonable control. The obligations and rights of Exchange Analytics shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay.
Choice of Law
THE PURCHASE AND USE OF THE PRODUCTS AND SERVICES AS WELL AS THE PROVISIONS OF THIS NOTICE ARE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS OF ANY GIVEN JURISDICTION AND WITHOUT REGARD TO LOCATION OF THE PURCHASER.
Forum
ALL DISPUTES THAT MAY ARISE BY REASON OF OR THAT RELATE TO THE PURCHASE OR USE OF THE PRODUCTS OR SERVICES OR THE INTERPRETATION OR ENFORCEMENT OF THIS NOTICE SHALL BE BROUGHT BEFORE A COURT LOCATED IN THE STATE OF FLORIDA TO THE EXCLUSION OF THE COURTS OF ANY OTHER STATE OR COUNTRY. PURCHASER IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED WITHIN THE STATE OF FLORIDA SOLELY FOR THE PURPOSE OF SUCH DISPUTES AND FURTHER WAIVES ANY CLAIM THAT SUCH COURTS DO NOT HAVE JURISDICTION OVER THE DISPUTE OR THAT THE VENUE IN ANY SUCH COURT IS NOT APPROPRIATE OR CONVENIENT.
Severability
If any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of the provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of the provision or any other provision of this Agreement and the invalid, unenforceable or void provision shall be reformed without further action by either you or Exchange Analytics to extent necessary to make such provision valid and enforceable and to achieve to like fundamental benefits, effect and intent of such provision.
