Welcome to CARTN. These Terms and Conditions (these “Terms”) govern your use of Xfinion’s website and CARTN software platform. Please read them carefully. By accessing or using either, you agree to these Terms in your individual capacity.
These Terms are subject as well to our Privacy Policy.
Scope
These Terms are a binding contract between Xfinion, Inc. (“Xfinion,” “we,” “us,” or “our”), and you, the individual person accessing or using the Website or the Product (“you” or “your”). These Terms apply to you personally and the organization on whose behalf you may act.
These Terms cover (a) Xfinion’s public-facing internet site and any related subdomains and informational content (the “Website”), and (b) the CARTN hosted software-as-a-service platform and any related applications, APIs, modules, dashboards, updates, and documentation (the “Product”). The Website and the Product are made available subject to these Terms.
These Terms apply to every individual who accesses the Website or the Product, including without limitation: (i) members of the general public visiting the Website; (ii) any individual that has been granted access to the Product by Xfinion; and (iii) any individual who has been designated and authorized by an Xfinion customer (a “Customer”) to access the Product on the Customer’s behalf, whether as that Customer’s employee, independent contractor, consultant, advisor, or affiliate (a “Permitted User”). If you are a Permitted User, you are bound by these Terms personally even if your access was provisioned by, or paid for by, the Customer.
You accept these Terms by clicking “I Agree” (or any similar mechanism) at the time of account provisioning, by creating or being provisioned an account, or by accessing or using the Website or the Product. If you do not accept these Terms, do not access or use the Website or the Product. You may not access or use the Website or the Product if you are not at least 18 years old.
Each individual Permitted User is in privity of contract with Xfinion under these Terms in the Permitted User’s individual capacity, in addition to (and without limiting) any rights or obligations of any Customer under any Platform Access and Services Agreement, Order Form, Master Services Agreement, or similar written agreement between Xfinion and that Customer (each, a “Customer Agreement”).
These Terms do not amend, replace, or supersede any Customer Agreement. In the event of a conflict between these Terms and a Customer Agreement, the Customer Agreement controls as between Xfinion and the Customer; these Terms control as between Xfinion and you in your individual capacity. Nothing in these Terms is intended to confer third-party beneficiary rights on any person other than Xfinion and its affiliates.
Eligibility; Authority
You represent and warrant that you (a) are at least 18 years old; (b) have the legal capacity to enter into these Terms; (c) will provide accurate registration information; and (d) where you are accessing the Product as a Permitted User, you are duly authorized by the relevant Customer to access the Product on its behalf and solely for that Customer’s internal benefit.
Account Registration; Credentials
To access the Product, you must register for, or be provisioned, an individual user account. You agree to (a) provide accurate, current, and complete information; (b) keep your credentials strictly confidential and not share them with any other person; (c) be solely responsible for all activity that occurs under your credentials; and (d) promptly notify Xfinion of any unauthorized use.
License and Permitted Use
Subject to these Terms, we grant you a non-transferable, non-exclusive, revocable, limited license to use and access the Website solely for your internal business purposes and for the lawful purpose of evaluating Xfinion’s products and services.
Subject to these Terms, we grant Customers and Permitted Users a non-transferable, non-exclusive, non-sublicensable, revocable, limited license to access and use the Product solely within the scope of access permissions assigned to you, and, if applicable: (a) on behalf of the Customer that authorized your access, and (b) for that Customer’s internal business purposes. Any other access or use is a material breach of these Terms.
The rights granted to you in these Terms are subject to the following restrictions:
- you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or the Product, whether in whole or in part, or any content displayed thereon;
- you shall not modify, adapt, translate, or create derivative works based on the Website or Product;
- you shall not reverse compile, reverse engineer, disassemble, decipher, or otherwise attempt to discover or derive the source code, object code, underlying structure, algorithms, trade secrets, or APIs of the Website or Product;
- you shall not access or use the Website or Product in order to build a similar or competitive website, product, or service, or to copy or replicate any feature, function, or graphic of the Product;
- you shall not remove, obscure, or alter any product identification, proprietary, copyright, trademark, or other notice contained in or displayed by the Website or the Product (including in any reports or data generated by the Product);
- you shall not incorporate the Product into any other offering (whether software-as-a-service or otherwise);
- you shall not publicly disseminate any information or analysis regarding the performance of the Product;
- you shall not use any robot, spider, scraper, or other automated means to access the Website or the Product, or to extract or compile data therefrom; and
- you shall not attempt to gain unauthorized access to the Website, the Product, or any related systems or networks, whether through credential mining or any other means.
Unless otherwise indicated, any future release, update, or other addition to functionality of the Website or the Product shall be subject to these Terms.
Acceptable Use Policy
You agree not to use the Website or Product to collect, upload, transmit, display, or distribute any information (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; or (iii) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Website or Product any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Website, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Website or Product (or to other computer systems or networks connected to or used together with the Website or Product), whether through credential mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Website or Product; or (vii) use software or automated agents or scripts to produce multiple accounts on the Website or Product, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Website or Product.
Enforcement
We reserve the right to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include terminating your Account and/or reporting you to law enforcement authorities.
Ownership and Intellectual Property
As between you and Xfinion, Xfinion or its suppliers retains all right, title, and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to the Website, the Product, professional services deliverables (including custom software developed by Xfinion at Customer’s request) and any and all related and underlying software, interfaces, databases, models, algorithms, architectures, methodologies, structures, non-Customer specific data, aggregated statistical data, technology, reports, documentation, and any other technology made available through the Website or the Product, and all reports, outputs, and analytics generated thereby. These Terms grant you only a limited right of access; no ownership rights are conveyed and any rights not expressly granted are reserved. Further, you acknowledge that the Product is offered as an on-line, hosted solution, and that you have no right to obtain a copy of the Product itself.
Feedback
If you provide Xfinion with any feedback or suggestions regarding the Website or the Product (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. We will treat Feedback as non-confidential and non-proprietary. You agree that you will not submit any information or ideas that you consider to be confidential or proprietary.
Customer Data
If you upload, enter, or otherwise process data through the Product on behalf of a Customer (“Customer Data”), you represent and warrant that you are authorized by the relevant Customer to do so and that your handling of Customer Data complies with the Customer’s instructions, the Customer Agreement, and applicable law. Customer and Permitted Users are solely responsible for the data entered in the Product, whether entered by the Customer, Permitted User, or by Xfinion on behalf of the Customer.
Xfinion processes Customer Data as described in its Data Processing Agreement and in its Privacy Policy. If Customers, directly or through Permitted Users, choose to transmit Customer Data or provide any other information to third parties, Customers and Permitted Users agree to be bound by any applicable third-party terms of use, and Xfinion accepts no responsibility or liability for any such third-party services.
Customers shall retain all right, title (if applicable), and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Xfinion directly or through a Permitted User. Subject to the terms of the Platform Access and Services Agreement, Customers grant to Xfinion a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Product. Notwithstanding the foregoing, all right, title and interest (including any and all intellectual property rights) in and to derivative works using de-identified Customer Data shall be owned by Xfinion.
Confidentiality
In the course of accessing or using the Product, you may receive or have access to non-public information of Xfinion or its Customers, including the software, documentation, configurations, screen layouts, methodologies, control mappings, scoring approaches, security control narratives, system security plans, gap assessments, other compliance materials, performance information regarding the Product, and any data uploaded to or generated within the Product on behalf of any Customer other than the one that authorized your access (collectively, “Confidential Information”). Confidential Information also includes information that, given its nature or the circumstances of disclosure, you should reasonably understand to be confidential, whether or not marked as such.
You shall (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely as necessary to perform your authorized work for the Customer that authorized your access; (c) not disclose Confidential Information to any third party (including any other client, employer, or engagement of yours) without Xfinion’s prior written consent; (d) protect Confidential Information using at least the same degree of care that you use to protect your own confidential information of like importance, and in no event less than reasonable care; and (e) upon termination of your access or upon Xfinion’s request, promptly return or destroy all Confidential Information in your possession or control.
The obligations in this Section do not apply to information that you can document was (i) lawfully in your possession before disclosure to you, (ii) is or becomes public through no fault of yours, (iii) lawfully obtained from a third party without breach of any duty of confidentiality, or (iv) required to be disclosed by law or court order, in which case you shall provide Xfinion with prompt written notice and cooperate with any effort to seek a protective order.
You acknowledge that any breach of this Section will cause Xfinion irreparable harm for which monetary damages would be inadequate, and that Xfinion shall be entitled to seek injunctive relief in addition to any other remedies available.
Information Provided Is Not Legal, Enterprise Risk Management, or Information Security Advice
You hereby acknowledge and agree that any information that we may provide to you from time to time regarding or derived from any content is not developed or provided by us as either legal or enterprise risk management or information security advice and will not be used or treated by you as legal or enterprise risk management or information security advice. You hereby acknowledge and agree that we do not operate the Website or the Product as an offer to, or solicitation of, any potential clients for the provision by us of enterprise risk management, information security, advisory or any other service. You agree not to construe any content or materials listed on the Website or the Product as enterprise risk management, legal, information security or controls advice or as an offer to sell, or as a solicitation of an offer to buy, any risk management or information security tool or instrument. The Website and the Product are intended to be used for informational and document-management purposes only. Xfinion shall have no liability for any legal, risk-management, information-security, or other decisions you make based upon use of the Website or the Product.
Disclaimers
THE WEBSITE AND THE PRODUCT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND XFINION (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. XFINION (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE WEBSITE OR THE PRODUCT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL XFINION BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR THE PRODUCT, EVEN IF XFINION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XFINION’S AGGREGATE LIABILITY TO YOU INDIVIDUALLY UNDER THESE TERMS SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). ACCESS TO, AND USE OF, THE WEBSITE AND THE PRODUCT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. XFINION SHALL NOT BE RESPONSIBLE FOR THE COLLECTION, STORAGE, OR USE OF PERSONAL DATA BY ANY THIRD-PARTY ENTITY OR FOR THE ACCURACY OF ANY THIRD-PARTY ADVERTISEMENTS.
Indemnification
You shall indemnify, defend, and hold harmless Xfinion, its licensors, and its and their respective affiliates, officers, directors, employees, and agents from and against any and all claims, causes of action, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) your access to or use of the Website or the Product; (b) your breach of these Terms, including without limitation the License and Permitted Use and Confidentiality sections; (c) any content you submit, upload, or transmit; or (d) your violation of any applicable law or any third-party right. This indemnity is in addition to, and not in lieu of, any indemnification owed by any Customer under a Customer Agreement.
Term, Suspension, and Termination
These Terms apply from the moment you first access the Website or the Product and remain in effect while you use the Website or the Product. Notwithstanding the foregoing, Xfinion may, at its sole discretion and without liability to you, (a) suspend or terminate your access at any time, with or without cause and with or without notice, including upon any actual or suspected breach of these Terms; (b) revoke or invalidate your credentials; and (c) report you to the relevant Customer or to law enforcement authorities. Xfinion will not have any liability whatsoever to you for any termination of your rights under these Terms.
Copyright Policy
A copyright is the exclusive legal right given to the owner (usually, the creator) of unique artistic, literary, or musical material to produce, reproduce, perform, record, display, broadcast, or make derivative works of any such material, or to authorize or assign other parties the right to do the same. We respect the intellectual property of others and ask that users of our services do the same. In connection with our services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Website or the Product, unlawfully infringing the copyright in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Send the notification to our designated agent:
Xfinion, Inc.Attn: Legal Department
Email: legal@xfinion.com
Export Controls
The Product may be subject to U.S. export-control laws and may be subject to export- or import-control laws of other jurisdictions. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Xfinion, or any products utilizing such data, in violation of any applicable export laws or regulations.
Governing Law
These Terms shall be governed by the laws of the State of Utah and the United States, without regard to conflict-of-laws principles. The exclusive jurisdiction and venue for any action arising out of or relating to these Terms shall be the state and U.S. federal courts located in Salt Lake City, Utah, and you submit to the personal jurisdiction of such courts. The prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees and costs.
General
These Terms constitute the entire agreement between you and Xfinion regarding your individual use of the Website and the Product and supersede all prior versions and prior or contemporaneous understandings. If you access the Product as a Permitted User, the Customer that authorized your access has separately agreed to a Customer Agreement governing the Customer’s use of the Product. These Terms do not amend, replace, or supersede that Customer Agreement; rather, these Terms create independent obligations from you to Xfinion in your individual capacity.
If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Xfinion’s failure to exercise or enforce any right or provision shall not operate as a waiver.
You may not assign, subcontract, delegate, or otherwise transfer your rights or obligations under these Terms without Xfinion’s prior written consent; any attempted assignment in violation of the foregoing will be null and void. Xfinion may assign these Terms freely, in whole or in part.
The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Headings are for convenience only and do not affect interpretation.
Changes
We may update these Terms from time to time and without prior notice. When we change these Terms, we will update the “Last Updated” date above and post the modified version on the Website. Material changes will be communicated to account holders by posting in the Product or by email. Your continued access to or use of the Website or Product following the posted changes constitute your acceptance of the modified Terms. If you do not agree to the modified Terms, you must cease all use of the Website and the Product.