Terms

Terms and Site Guidelines

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END USER LICENCE AGREEMENT

This End User Licence Agreement (this "Agreement") is a legally binding contractual agreement between you ("you") and Xirgo Holdings, Inc. as well as any of affiliates, if applicable. Xirgo Holdings, Inc., together with its affiliates through which it does business, are collectively referred to as "Xirgo". This Agreement governs your access to and use of all software, firmware, and other machine-readable instructions provided by Xirgo, including (a) all downloadable and non-downloadable software or firmware components, regardless of whether those components are used on a local processor or accessed over a network; (b) all cloud-based software applications and services; (c) all application programming interfaces ("APIs") offered by Xirgo; (d) all other components, technology, or software provided or required by Xirgo that allow you to access and use such applications and services or to access data or other information on your Device (as defined below); and (e) all related documentation. These components are collectively referred to as the "Application".

The Application is non-exclusively licenced to you on the limited basis of this Agreement. If you have a separate mutually executed and delivered written agreement with Xirgo that provides you with specific rights or obligations for your use of the Application, then terms and conditions in that written agreement will apply to the extent that any of those terms or conditions conflict with this Agreement.

BY (A) CLICKING ANY LINK OR BUTTON THAT INDICATES THAT YOU "ACKNOWLEDGE" OR "AGREE" TO THIS AGREEMENT; (B) ACCESSING, USING, DOWNLOADING OR INSTALLING THE APPLICATION; OR (C) USING THE APPLICATION; YOU ACKNOWLEDGE AND AGREE THAT (1) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT IN ITS ENTIRETY, (2) YOU ACCEPT THIS AGREEMENT AND CONFIRM THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND CONDITIONS; AND (3) IF YOU ARE USING THE APPLICATION AS AN EMPLOYEE OR AUTHORIZED AGENT OF ANOTHER PERSON OR ENTITY, THEN YOU HAVE THE AUTHORITY TO BIND, AND ARE HEREBY BINDING, THAT PERSON OR ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

YOU SHOULD PRINT OR SAVE A COPY OF THIS AGREEMENT FOR FUTURE REFERENCE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT AND CANNOT ACCESS, USE, DOWNLOAD, OR INSTALL THE APPLICATION OR ANY OF ITS COMPONENT PARTS AND MUST DELETE THE APPLICATION FROM YOUR DEVICE IN ITS ENTIRETY.

1. Licence Grant

Subject to the terms of this Agreement, Xirgo grants you a limited, non-exclusive, non-sublicensable, and nontransferable licence to download, install, access, and use the Application from any mobile phone, tablet, computer, or similar device owned or otherwise controlled by you (collectively, the "Device") strictly in accordance with the Application's documentation and specifications as provided by Xirgo.

2. Licence Restrictions

You may not:

  • copy the Application, except as expressly permitted by this Agreement;
  • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not copyrightable or patentable, of the Application;
  • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any component part of the Application, except as permitted by applicable law;
  • remove, delete, alter, deface, cover, or obscure any trademarks or service marks, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application or its documentation, including any copy;
  • rent, lease, lend, sell, pledge, hypothecate, sublicence, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason;
  • take any action that affects or impacts in any way the security, integrity, or functionality of the Application;
  • permit unauthorised access to the Application;
  • introduce any virus, malware, or harmful code into the Application;
  • use the Application in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, data protection or privacy right, or other right of any person;
  • use the Application in any manner or for any purpose that violates any applicable law, rule, or regulation.

3. Ownership; Reservation of Rights

You acknowledge and agree that the Application is licence to you and not sold. You do not acquire any ownership interest or any other rights in the Application under this Agreement, other than to use the Application in accordance with the licence granted in this Agreement, and subject to all terms, conditions, and restrictions under this Agreement. As between you and Xirgo, you acknowledge and agree that Xirgo owns all right, title, and interest in and to the Application, including all copyrights, trademarks, patents, trade secrets, and other industrial, intellectual property, and proprietary rights in, to, or relating to the Application. Xirgo's rights extend to all modifications and enhancements to the Application, as well as to all derivative works created from the Application. You agree that you will not take any action, or permit any third party to take any action, that might impair or otherwise interfere with Xirgo's ownership rights in its intellectual property or the Application. Xirgo reserves all rights arising out of or in connection with the Application.

4. Collection and Use of Your Information

You acknowledge that when you access, use, download, or install the Application, Xirgo may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition of accessing, using, downloading, or installing the Application or certain of its features or functionality. Under applicable data protection legislation, Xirgo is required to provide you with certain information about Xirgo, how Xirgo processes your personal data or personally identifiable information and for what purposes, your rights in relation to your personal data or personally identifiable information, and how to exercise those rights. This information is provided in Xirgo's privacy notice at https://xirgo.com/privacy-policy/ (the "Privacy Notice"). It is important that you read this information. By accessing, using, downloading, installing, or providing information to or through the Application, you understand that Your Data, defined below, will be processed by Xirgo in accordance with the terms of the Privacy Notice.

5. Data Licence

You or the entity for which you accepted this Agreement will be providing or supplying information and data to Xirgo by or through your use of the Application ("Your Data"). You grant to Xirgo, for the benefit of its affiliates, subcontractors, agents, and designees a non-exclusive, transferable, sublicensable, worldwide, and royalty-free licence to use, copy, modify, distribute, display, create derivative works of, and otherwise use Your Data to provide the Application and any administrative services related to the Application. You also grant to Xirgo a non-exclusive, transferable, sublicensable, worldwide, royalty-free, and irrevocable licence to use, copy, modify, distribute, display, create derivative works of, and otherwise use Your Data for the purposes of (a) improving, monitoring, testing, troubleshooting, and optimising performance and quality of Xirgo's products and services including the Application; and (b) developing new products and services, for all of which the intellectual property rights will be owned by Xirgo. Xirgo will not use your name in any such new products or services and will de-identify or anonymise personally identifiable information in the process of creation and in final versions of such new products or services.

6. Xirgo's Websites

The Application may provide you with access to Xirgo's websites (the "Website"). Your access to and use of the Website is governed by the terms of use and the privacy notice located at the Website, which are incorporated into this Agreement by this reference, and which are legally binding on you. Your access to and use of the Website may require you to acknowledge your acceptance of the Website terms of use and privacy notice or to register with the Website. Your failure to do so may restrict you from accessing or using certain of the Application's features and functions. Any violation by you of such terms of use is a violation of this Agreement.

7. Updates; Suspension of Service

Xirgo may from time to time in its sole discretion develop and provide Application updates, such as upgrades, bug fixes, patches, other error corrections, or new features (collectively, including related documentation, the "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree, unless otherwise specified in a separate executed written contract between you and Xirgo, that Xirgo has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the Internet either: (a) the Application will automatically download and install all available Updates or (b) you may receive notice of availability of Updates or be prompted to download and install available Updates. You will promptly download and install all Updates. You acknowledge and agree that the Application or portions of the Application may not operate properly if you fail to do so. All Updates are deemed part of the Application and subject to all terms and conditions of this Agreement. Xirgo reserves the right to suspend your use of the Application, in its discretion, to modify, enhance, protect, or maintain the integrity or security of the Application. Xirgo also has the right to immediately suspend or terminate your use of the Application for any breach of this Agreement.

8. Third-Party Materials

The Application may display, include, or make available third-party content and services, including but not limited to data, information, software, and other products, services, and/or materials, including but not limited to those that are owned and controlled by third party providers and re-sold by Xirgo ("Third-Party Materials"). You acknowledge and agree that Xirgo is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect. Xirgo does not assume and has no liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links to such materials are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to any separate terms and conditions applicable to such Third-Party Materials.

9. Term and Termination

The term of this Agreement commences upon the download of any component of the Application and continues in effect until terminated by you or Xirgo. If you or the person or entity responsible for paying any fees that permit you to use the Application (a "Subscriber") either (a) fails to make any payments when due for the Application or (b) breaches this Agreement, Xirgo may immediately terminate this Agreement. You or the Subscriber may also terminate this Agreement pursuant to any applicable subscription terms and conditions offered by Xirgo. Xirgo reserves the right to stop offering the Application to you or the applicable Subscriber, and in such case this Agreement is terminated. Upon termination of this Agreement, you or the applicable Subscriber to the Application remain responsible to pay Xirgo for any unpaid fees. Upon termination, all rights granted to you under this Agreement will also terminate and you must cease all use of the Application and delete all copies of the Application from your Device and account. Termination does not limit any of Xirgo's rights or remedies at law or in equity.

10. Disclaimer of Warranties

THE APPLICATION IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, XIRGO, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, XIRGO PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, BE SECURE, BE FREE OF MALWARE OR HARMFUL CODE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. Limitation of Liability

(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 11(B) BELOW, IN NO EVENT WILL XIRGO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE WEBSITE FOR: (1) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER; AND (2) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU OR THE SUBSCRIBER FOR THE APPLICATION IN THE TWELVE MONTHS PRIOR TO YOUR CLAIM. THE FOREGOING LIMITATIONS APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR XIRGO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY, AND IN SUCH CASE, SOME OR ALL OF THE ABOVE LIMITATIONS OR EXCLUSIONS OF LIABILITY MAY NOT APPLY TO YOU.

(C) THIS SECTION 11 IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE AGREEMENT BETWEEN COMPANY AND YOU. XIRGO WOULD NOT BE ABLE TO PROVIDE THE APPLICATION ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS. THESE PROVISIONS INURE TO THE BENEFIT OF COMPANY AND ITS LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND AFFILIATES.

12. Indemnification

You agree to indemnify, defend, and hold harmless Xirgo and its affiliates and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including reasonable attorneys' fees, arising from or relating to your (a) use or misuse of the Application, (b) breach of this Agreement, or (c) violation of any applicable law, rule or regulation.

13. Confidential Information

You may not at any time, directly or indirectly, use or disclose or furnish to any other person or entity, any Confidential Information (as defined below) of Xirgo. Notwithstanding the foregoing, if specifically required by a court of competent jurisdiction, governmental agency, or administrative body having proper jurisdiction or authority, you may disclose such Confidential Information, but you must first provide written notice to Xirgo prior to such disclosure and provide Xirgo with reasonable time to challenge any order compelling such disclosure. For purposes of this Agreement, “Confidential Information” means any and all non-public information about Xirgo, including but not limited to information relating to its finances, pricing, purchasing activity, business and marketing plans, product development, customer and supplier lists and information, and technology, software, data and other non-public, proprietary and confidential information. If you breach this Agreement by disclosing Confidential Information, such information shall remain subject to this Section. You acknowledge and agree that the covenants contained in this Section are reasonable and necessary for the protection of Xirgo and its business and that your breach hereof would irreparably injure Xirgo and that there is no adequate remedy at law for any such breach. Accordingly, in addition to pursuing any other remedies it may have in law or in equity, Xirgo may obtain injunctive relief in any court, foreign or domestic, having the capacity to grant such relief, to restrain any such breach of this Section by you, and to enforce the provisions of this Section. To the extent permitted by law, you agree that Xirgo is entitled to injunctive relief from a court of competent jurisdiction to protect its Confidential Information and that Xirgo is not required to post bond as a condition of obtaining injunctive relief.

14. Product Warning

DISTRACTION MAY CAUSE ACCIDENTS. DO NOT USE THE APPLICATION OR ITS DOCUMENTATION WHILE OPERATING MACHINERY, EQUIPMENT OR VEHICLES, WHILE PERFORMING ANY DANGEROUS ACTIVITY, OR WHILE PERFORMING ANY ACTIVITY THAT REASONABLY REQUIRES YOU TO BE FREE FROM DISTRACTION.

15. Limitations of Technology; Not for Emergency Use

The Application is based on cellular, wireless, Internet, or other telecommunications technology that may become unreliable or unavailable at times, or that may become obsolete in the future, as a result of changes in such technology or actions by telecommunication service providers, regulators, or third parties, including, but not limited to, with respect to cellular technology in mapping applications. In such event, Xirgo has no obligation to issue a refund or furnish a replacement Application. Further, Xirgo has no liability for any event or consequence that arises from a lack of network connectivity, including any incapacity of the Application that results from concentrations of usage in certain locations. With respect to wireless technology applicable to the Application, Xirgo is not obligated to update or maintain any particular technology if a wireless or other telecommunications provider changes, reduces or terminates such technology network. You acknowledge that the geographic network coverage of cellular or other wireless service providers is subject to change and Xirgo shall have no liability to you for any adverse changes to any such wireless network or other telecommunications coverage. The Application is not designed for emergency use or communication. Xirgo has no liability whatsoever if you or any user uses or attempts to use the Application in any emergency. CELLULAR AND/OR WIRELESS COMMUNICATION PLANS AND THE PRODUCTS AND SERVICES OFFERED THEREUNDER (“DATA PLANS”) ARE MANAGED, OWNED AND/OR CONTROLLED BY THIRD PARTIES (INDIVIDUALLY AND COLLECTIVELY, “NETWORKS”) AND NOT BY XIRGO, BUT MAY BE OFFERED OR RE-SOLD BY XIRGO. XIRGO DISCLAIMS ANY AND ALL RESPONSIBILITY FOR SUCH DATA PLANS. YOU IRREVOCABLY WAIVE ANY AND ALL CLAIMS AGAINST XIRGO THAT ARISE OUT OF OR THAT ARE IN CONNECTION WITH THE DATA PLANS AND/OR THE ACTIONS OR OMISSIONS OF THE NETWORKS. WITH RESPECT TO ANY DATA PLANS, XIRGO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT COMMUNICATIONS OR OTHER TRANSMISSIONS WILL BE ABLE TO BE ACCESSED, ROUTED, OR COMPLETED WITHOUT ERROR OR INTERRUPTION. XIRGO MAKES NO GUARANTEE REGARDING THE SECURITY OR ENCRYPTION EMPLOYED BY ANY NETWORK OR THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED, OR SUBJECT TO LOAD BALANCING BY ANY NETWORK. XIRGO MAKES NO GUARANTEE THAT NETWORK SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF OR IMPROPER ACCESS TO YOUR DATA AND INFORMATION.

16. Safeguarding

You will safeguard the Application (including all copies of the Application) from infringement, misappropriation, theft, misuse, or unauthorised access. You may not, and will not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection or security features of the Application.

17. Feedback

You grant Xirgo a non-exclusive, royalty-free, worldwide, irrevocable, sublicensable, transferable licence to use, copy, modify, otherwise exploit, distribute, display, or create derivative works of and incorporate into the Application and any other products or services any suggestions, enhancement requests, recommendations or other feedback you provide to Xirgo about the Application and its other products or services.

18. Compliance with Law; Export Regulation

You must comply with all applicable laws, rules and regulations in connection with your access to and use of the Application. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any person, entity, jurisdiction, or country to which export, re-export, or release is prohibited by law, rule, or regulation. You must comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export licence or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

19. Insurance

During the term of this Agreement, you agree to maintain at all times all necessary, reasonable and customary insurance, with coverages consistent with prevalent standards in the industry, to cover any liability you may incur under this Agreement.

20. Independent Contractors

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you and Xirgo. You and Xirgo are independent contractors. Neither party has any authority to act on behalf of, or to bind the other to any obligation.

21. Severability

If any provision of this Agreement is determined to be illegal or unenforceable under applicable law, that provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

22. Governing Law

This Agreement all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Illinois and the United States of America, without giving effect to any conflict of laws provisions that would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois and the United States of America.

23. Limitation on Type of Claims; Limitation of Time to File Claims

YOU AGREE TO NOTIFY XIRGO IN WRITING (A “CLAIM NOTICE”) OF ANY CLAIM OR CAUSE OF ACTION AGAINST XIRGO (“CLAIM”) AT LEAST 30 DAYS PRIOR TO FILING ANY PLEADING OR NOTICE OF SUCH CLAIM WITH ANY COURT, TRIBUNAL, OFFICE OR ADMINISTRATIVE BODY OF ANY KIND, CHARACTER OR NATURE (“COURT”). YOUR CLAIM NOTICE SHOULD BE SENT TO XIRGO HOLDINGS, INC, 1016 Lunt Avenue, Schaumburg, IL 60193, ATTENTION: GENERALCOUNSEL/LEGAL DEPARTMENT BY HAND OR RECOGNIZED OVERNIGHT COURIER WITH PROOF OF DELIVERY. YOU MUST ATTEMPT IN GOOD FAITH TO SETTLE YOUR CLAIM WITHIN 30 DAYS FOLLOWING THE DELIVERY OF YOUR CLAIM NOTICE (“CLAIM PERIOD”). XIRGO HAS THE ABSOLUTE RIGHT IN ITS DISCRETION TO CAUSE SUCH CLAIM TO BE EXCLUSIVELY AND FINALLY RESOLVED BY BINDING ARBITRATION BY A RECOGNIZED PRIVATE ENTITY IN ACCORDANCE WITH THE RULES AND REGULATIONS OF SUCH ENTITY, INSTEAD OF BEING HEARD BY A COURT, REGARDLESS OF WHETHER YOU FILE YOUR CLAIM PRIOR TO XIRGO’S EXERCISE OF ITS RIGHT TO ARBITRATE. IF YOU HAVE FILED YOUR CLAIM IN COURT PRIOR TO XIRGO’S EXERCISE OF ITS RIGHT TO ARBITRATE, YOU AGREE TO DISMISS SUCH CLAIM AND REMOVE IT FROM THE COURT IF XIRGO DEMANDS SUCH ARBITRATION. IF XIRGO DOES NOT INVOKE ITS RIGHT TO ARBITRATE, ANY CLAIM WILL BE DETERMINED BY A JUDGE AND NOT BY A JURY. YOU IRREVOCABLY WAIVE YOUR RIGHT TO A JURY TRIAL. YOU IRREVOCABLY WAIVE YOUR RIGHT TO BRING ANY CLAIM AS PART OF A GROUP, COLLECTION, OR CLASS OF PLAINTIFFS OR COMPLAINANTS, SUCH AS ANY ACTION OR PROCEEDING IN WHICH YOU ARE NOT THE SOLE PLAINTIFF OR COMPLAINANT. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OTHERWISE SUCH CLAIM IS PERMANENTLY BARRED.

24. Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement is a waiver. No single or partial exercise of any right or power under this Agreement precludes further exercise of that or any other right under this Agreement.

25. Force Majeure

Xirgo is not responsible for any failure of performance due to an event beyond its reasonable control, including accidents, severe weather events, acts of God, actions of any government agency, pandemic, acts of terrorism, acts of war, or the stability or availability of the Internet or portions thereof.

26. Changes to Agreement

Xirgo reserves the right to make changes to this Agreement from time to time in its sole discretion. Changes are effective immediately when posted.

27. Entire Agreement

Unless you have a separate executed written agreement with Xirgo, this Agreement and the Privacy Notice constitute the entire agreement between you and Xirgo with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

28. Survival

The following provisions survive any expiration or termination of this Agreement: (a) Sections 10, 11, 12 and 13; (b) all licences granted by you to Xirgo under this Agreement; (c) all provisions that are applicable to the making and resolution of claims under this Agreement; (d) all provisions related to the protection and preservation of Xirgo’s intellectual property rights; and (e) those definitions and provisions which must reasonably and logically survive in order to effectuate the intent of this Agreement.

29. Assignment and Subcontracting

Your rights and obligations under this Agreement may not be assigned or otherwise transferred by you by contract, operation of law, or otherwise without Xirgo’s prior written consent, which may be withheld in Xirgo’s sole discretion. Xirgo has the right to assign or transfer this Agreement or its rights and obligations under this Agreement in its sole discretion. Xirgo has the right to use affiliates, subcontractors, or other designees to exercise its rights or perform its obligations under this Agreement. The rights and obligations of the parties to this Agreement shall inure to the benefit of each party’s successors and assigns that may be permitted under this Section. Any attempt to assign or otherwise transfer this Agreement or any right or obligation under this Agreement that is not in compliance with this section is null and void.