Welcome to OpusXenta, a service offered by OpusXenta, Pty. Ltd, an Australian company (“OpusXenta”, “we,” or “us”). The following terms and conditions (the “Terms”) govern all use of the website and all content (including User Content, defined below), services and products available at or through the website, including, but not limited to, cemetery management, online uploads, display, delivery, acknowledgment, and storage services for documents and electronic contracts (collectively, the “Services”) (the website, content and Services collectively are defined as the “Website”).
We may make changes to these Terms from time to time. When we do, we will revise the “last updated” date given above. It is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of the Website after such changes have been published to our Services will constitute your acceptance of such revised Terms.
1. License to Use our Services
1.1. Subject to these Terms, we and our licensors grant to you a limited, personal, non-exclusive, non-transferable license to use our Services for your use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights.
1.2. Our Services and those of our licensors are protected by applicable intellectual property laws, including Australian and United States copyright law and international treaties. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of our Services; (iii) circumvent or disable any security or technological features or measures of our Services, or (iv) use the Services in a manner that overburdens, or threatens the integrity, performance or availability of our Services. Any rights not expressly granted herein are reserved by us.
2. Your OpusXenta Account
You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with your account. You must immediately notify OpusXenta of any unauthorized uses of your account or any other breaches of security. OpusXenta will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
You can purchase a monthly (if offered) or annual plan and your credit card or bank account on file will be charged on a recurring basis. We have three paid plans available (500 Plan, 1000 Plan, 5000 Plan). When you sign up for a paid plan, you are agreeing to pay and take responsibility for all charges made in accordance with the chosen plan and the following policies.
3.1. Cancellation policy: Once a user submits a request for cancellation, no additional charges will be made. However, no refunds (prorated or otherwise) are provided upon cancellation. In the interest of fairness to all of our clients, no exceptions will be made.
3.2. Free 14-day trial: OpusXenta offers a free 14-day trial for all of our plans. You are not required to enter payment information, but your plan will expire at the end of the 14th day. If you choose to enter billing information, your first charge will occur at the end of the 14th day after your signup date. If you cancel your account before this first charge, you won’t be billed at all, even if you entered your billing information.
3.3. Monthly plan billing: Where offered, OpusXenta’s monthly plans provide month-to-month access, with monthly charges being made each renewal day (the same day of the month that you originally signed up for the plan). Monthly plans automatically renew every month. If you cancel before an upcoming renewal day, you will not receive a refund, but you will not be charged on the following renewal day and henceforth.
3.4. Annual plan billing: OpusXenta’s annual plans provide year-to-year access and a substantial savings over the month-to-month plan. Annual charges will be made each renewal date (the same date of the year that you originally signed up for the plan). Annual plans automatically renew every year. If you cancel before an upcoming renewal date, you will not be charged on the following renewal date and henceforth.
Your subscription will automatically renew at the end of the subscription term unless you cancel it as provided in the policy.
3.5. Failed charges: If OpusXenta is unable to bill your credit card or bank account, your account will enter the dunning process and you will then have 10 days from the failed charge date to update your card information before we limit your access to your account. Accounts that have been terminated may be reactivated if valid payment information is entered and the card can be successfully processed for all charges accrued on the account since the failed credit card charge.
4. User Content
4.1. You represent and warrant that: (1) any information you provide in connection with your use of the Website is true, accurate and complete and you will maintain and update such information regularly; and (2) you will respect the intellectual property and other informational and all rights of OpusXenta and others.
4.2. In these Terms, the content you or other users upload to the Website, includes, but is not limited to, deceased records, documents, pictures, video and other images, audio materials, graphics, document or data files, information relating to natural and other persons, messages, e-mail and other communications, files, texts, opinions, feedback, suggestions, ideas, personalization settings and other information or content, which is or may be provided to OpusXenta or placed on the user’s OpusXenta profile page or inputted or uploaded by you via the Website or related means (“User Content”).
OpusXenta disclaims any and all liability for your disclosure of personally identifiable or confidential information you submit via the website.
5. Prohibited User Content
OpusXenta has the right to remove User Content at our discretion and may terminate accounts of Users who violate the Terms. You agree that you will not under any circumstances transmit any User Content (including software, text, images, or other information) that:
5.1. is unlawful or promotes unlawful activities;
5.2. defames, harasses, abuses, threatens, or incites violence towards any individual or group;
5.3. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
5.4. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
5.5. contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
5.6. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;
5.7. impersonates any person or entity, including any of our employees or representatives; or
5.8. violates the privacy of any third party.
6. Review of User Content by OpusXenta
OpusXenta cannot and does not undertake to screen, review, edit, censor or otherwise filter or control User Content or the behavior of users of User Content or the Website. OpusXenta may, but shall not be obliged to, review, either by manual or automated means, all User Content which is or may be uploaded on this site, and monitor or review any areas of this site where users transmit or post communications or communicate with each other or OpusXenta (as applicable). OpusXenta retains the right (but disclaims any obligation) to reject, not post, not use, remove, amend, deny access to and/or delete any User Content, without notification, which it, in its sole discretion, deems a breach these Terms. OpusXenta retains the right to co-operate with any law enforcement authorities, or in response to court and other official requests directing that OpusXenta disclose the identity of anyone posting User Content.
7. OpusXenta is Not Providing Legal Advice
7.1. Part of the Services on the Website may involve the making of contracts, or other legal relations. OpusXenta is not offering legal representation or advice. OpusXenta does not offer any legal advice, legal opinions, recommendations, referrals, or counseling. OpusXenta is not involved in agreements between you and other users.
7.2. The use of the Services may be governed by the laws of different countries or regions, and you agree to abide by such local laws.
8. Disclaimer of Liability
8.1. OpusXenta is under no obligation to become involved in any dispute that you have with other users or in any incident that you are party to with other users, or that are affected by or otherwise related to the Website.
8.2. OpusXenta disclaims all liability relating to any User Content, including any error, virus, defamation, libel, obscenity or inaccuracy contained in any User Content, whether or not arising under the laws of copyright, libel, privacy or otherwise, any prohibited User Content and any other User Content.
8.3. OpusXenta disclaims all liability for unauthorized use (by other users) of User Content, and disclaims (without limitation) all liability for use of User Content which breaches any copyright, trademark rights or other intellectual property rights of any other user or person.
8.4. You are solely responsible for any damage (including to the Website) resulting from use (or submission) of any User Content or the Website (including disputes and incidents described in the preceding sections) and related transactions or occurrences. OpusXenta shall have no responsibility for unauthorized access to your account, or automatic forwarding of messages and/or viruses (caused by viruses or otherwise).
9. No Liability for Lost Data
9.1. Where OpusXenta provides services via the Website involving the provision of computer storage space, or in relation to other relevant Services, OpusXenta reserves the right to impose and vary limits and/or restrictions (temporary or otherwise) on the use of the Service, including, without limitation, limits on the storage provided by reference to storage space, time/age of files, number and/or size of files, amount of data down- or uploaded or any other criteria OpusXenta may specify. Without limiting the following paragraph, material, which exceeds any such limit, may be deleted or not accepted for such storage.
9.2. OpusXenta shall not be liable for any loss, deletion, removal or failure of delivery to the intended recipient of User Content, whether caused by computer virus, unauthorized access or otherwise. You are encouraged to retain a back-up copy of all User Content which can be done by using the data export functions provided in the Website. OpusXenta reserves the right to deny access to this site and delete User Content at any time with 30 days notice.
10. Disclaimer of Warranties and Limitation of Liability
Your use of the website is at your sole risk, which is provided on an “as is” and “as available” basis. We and our suppliers and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee the accuracy, completeness, or usefulness of the services or any service content, and you rely on the services and service content at your own risk. Any material that you access or obtain through our services is done at your own discretion and risk and you will be solely responsible for any damage to your computer or loss of data that results from the download of any material through our services. Some states may prohibit a disclaimer of warranties and you may have other rights that vary from state to state.
To the maximum extent permitted by applicable law, we and our suppliers and licensors will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of these damages), resulting from your use of our services. Under no circumstances will the total liability of us and our suppliers and licensors of all kinds arising out of or related to your use of the services (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the amounts, if any, that you have paid to us for your use of the services.
You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Website, including, without limitation, User Content, your violation of these Terms, or your violation of any rights of a third party through use of the Website or User Content.
12.1. This Agreement constitutes the entire agreement between OpusXenta and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of OpusXenta, or by the posting by OpusXenta of a revised version.
12.2. Except to the extent applicable law, if any, provides otherwise, this Agreement and any access to or use of the Website will be governed by the laws of the state of New, Australia, excluding its conflict of law provisions. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute, controversy or claim arising out of, relating to or in connection with this contract, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. ANY CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, MUST BE BROUGHT NO MORE THAN ONE (1) YEAR AFTER IT AROSE, OTHERWISE THE CLAIM OR CAUSE OF ACTION SHALL BE BARRED, EXCEPT THAT THE FOREGOING LIMITATION AND THE ARBITRATION PROVISION SHALL NOT APPLY TO THE ENFORCEMENT BY OPUSXENTA OF YOUR PAYMENT OBLIGATIONS AND ANY OPUSXENTA INTELLECTUAL PROPERTY RIGHTS. THIS PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.
12.3. You agree that we may reference you as our customer, and that we may reasonably use, on a royalty-free basis, your trademark or logo for such purpose.
12.4. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
12.5. You may not assign your rights under this Agreement to any other party without OpusXenta’s express written consent; OpusXenta may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
12.6 Force Majeure. Except for payment obligations, neither OpusXenta nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, shortages, riots, fires, acts of God, war, strikes, terrorism, and governmental action.