Terms of use


Thank you for using XiDRAFT!

Below you find the agreement (the "Agreement") with the terms of use governing your access to and use of the XiDRAFT website, the XiDRAFT document assembly system and all related services (hereinafter the "XiDRAFT Services"), so please carefully read the Agreement (and print or save a copy for your records) before using the XiDRAFT Services.

THIS IS AN AGREEMENT BETWEEN you or the entity that you represent ("you" and "your") and Intermedia Publishers N.V. (acting under the name of "XiDRAFT" or "XiDRAFT.com", hereinafter "XiDRAFT", "we" and "our"):

1.

Acceptance of the terms of use

1.1

You agree to be bound by this Agreement by checking a checkbox indicating your acceptance of the terms of use or by clicking "I accept", where this option is made available to you on the XiDRAFT website, or by actually using the XiDRAFT Services. You understand and agree that we will treat your use of the XiDRAFT Services as acceptance of the terms of use set out in this Agreement from that point onwards. You may use the XiDRAFT Services only in compliance with this Agreement.

1.2

You may use the XiDRAFT Services only if you (a) are of legal age and have the power to form a binding contract with XiDRAFT, (b) are not barred from doing so under any applicable laws and (c) are not barred from receiving the XiDRAFT Services under the laws of your country (including the country in which you are resident or from which you use the XiDRAFT Services).

1.3

If you are using the XiDRAFT Services on behalf of an organization, you are agreeing to be bound by the Agreement for that organization and promising that you have the authority to bind that organization to its terms. In that case, "you" and "your" will also refer to that organization.

1.4

This Agreement consists of general terms and conditions (the "General Terms") and terms and conditions, if any, specific to the use of individual XiDRAFT Services (the "Specific Terms"). The General Terms and Specific Terms are collectively referred to as the "Terms of Use". In the event of a conflict between the General Terms and Specific Terms, then the Specific Terms shall take precedence in relation to that XiDRAFT Service.

1.5

We may modify the Terms of Use upon notice to you at any time. You will be provided notice of any such modification by electronic mail or by publishing the changes on the website. You may terminate your use of the XiDRAFT Services if the Terms of Use are modified in a manner that substantially affects your rights regarding the use of the XiDRAFT Services. Your continued use of the XiDRAFT Services after notice of any change to the Terms of Use will be deemed to be your agreement to the amended Terms of Use. If you do not agree to the new terms, please stop using the XiDRAFT Services.

2.

Description of the XiDRAFT Services

2.1

We provide an online document assembly system where:
(i) as an author, you can import and edit a document ("your document"), build an interactive questionnaire for your document which end users can complete online in order to assemble a custom-made document based on your document, test and share your document, generate a script granting access to the interactive questionnaire and - by pasting that script on your own website - publish, share and/or sell your document;
(ii) as an end user, you can access an online interactive questionnaire for a particular document through a script generated and published by an author (such access initiating a "document assembly session" or "session") and at the end of that session you can assemble and then download a custom-made document

2.2

While using the XiDRAFT Services authors import and edit documents and build a questionnaire with questions, answers and help texts (all such data is referred to as "content"). You acknowledge and agree:
(i) as an author, that you must own the content imported, created and stored by you using the XiDRAFT Services and that you must be authorized to freely transmit or publish such content;
(ii) as an end user, that you shall respect the intellectual property rights of the author in and to the content shared with or sold to you.

2.3

XiDRAFT is constantly innovating in order to provide the best possible experience for its users. The XiDRAFT Services may therefore continue to change over time as we refine and add more features. You acknowledge and agree that the form and nature of the XiDRAFT Services may change from time to time without prior notice to you. In connection herewith we may offer certain XiDRAFT Services as beta services ("Beta Services") for the purpose of testing and evaluation. You acknowledge and agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services.

2.4

We reserve the right to stop or suspend, temporarily or permanently, any of the XiDRAFT Services (including the Beta Services) or any features within the XiDRAFT Services or the Beta Services with or without notice to you.

2.5

You agree that XiDRAFT will not be liable to you or to any third party for any harm related to, arising out of, or caused by the discontinuance, suspension or modification of any of the XiDRAFT Services (including the Beta Services) for any reason.

3.

User account

3.1

In order to access or use the XiDRAFT Services as an author you need to register for a user account and you may be required to provide information about yourself (such as identification and contact details) as part of the registration process for the XiDRAFT Services, or as part of your continued use of the XiDRAFT Services. You agree that any registration information you give to XiDRAFT will always be accurate, correct and up to date.

3.2

You agree that all XiDRAFT's communications to you will be sent to the email address which you provide during registration (and which you may amend from to time in your user account). If you represent an organization and wish to use the XiDRAFT Services for corporate internal use, we recommend that you use your corporate email address.

3.3

You are responsible for all activities that occur in your user account, whether or not you authorized those activities. You agree to inform us immediately of any unauthorized use of your user account by email to admin@xidraft.com. We are not liable for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account.

3.4

XiDRAFT may suspend or terminate your user account and disable current and future access to the XiDRAFT Services:
(i) if you provide any information that is inaccurate, outdated, or incomplete or if XiDRAFT has reasonable grounds to suspect that such information is or has become inaccurate, outdated, or incomplete;
(ii) if there are reasonable grounds to believe that you have used the XiDRAFT Services for any illegal or unauthorized activity or that you have breached the Terms of Use;
(iii) in the event of requests by law enforcement or other government agencies.

3.5

We will give you prior notice of such suspension or termination by email, except when XiDRAFT has reasons (for example, repeated or flagrant violation of the Terms of Use, a court order, or danger to other users) to disable access immediately. Objections to suspension or termination of your user account should be made to admin@xidraft.com within thirty days of being notified about the suspension.

3.6

You acknowledge and agree that, if XiDRAFT disables access to your account, you are prevented from accessing the XiDRAFT Services, your account details and any content which is contained in your account.

3.7

You may stop using the XiDRAFT Services at any time. We will terminate your user account on your request sent by email. In the event you have a subscription, such termination will take effect at the end of the next subscription period. You do not need to specifically inform XiDRAFT when you stop using the XiDRAFT Services. However, we reserve the right to terminate user accounts that are inactive for a continuous period of six months. We will give you prior notice of such termination by email.

3.8

Termination of a user account will include:
(i) denial of access to all XiDRAFT Services, and
(ii) deletion of all content contained in and data associated with such user account (including email address and password).

4.

Use of the XiDRAFT Services

4.1

You may connect to the XiDRAFT Services using any internet browser supported by the XiDRAFT Services. You are responsible for obtaining access to the internet and the equipment necessary to use the XiDRAFT Services.

4.2

You grant XiDRAFT permission to access, process, use and display your content and the data in your user account to the extent required for the purpose of providing the XiDRAFT Services and as directed by you. This permission also extends to trusted third parties we work with to provide the XiDRAFT Services, for example Rackspace, which provides our storage space to provide the XiDRAFT Services.

4.3

You are responsible for safeguarding your username, password and other sensitive information that you use to access the XiDRAFT Services and you agree not to disclose your password to any third party.

4.4

You agree that you are solely responsible for:
(i) your conduct on the XiDRAFT website;
(ii) any content imported, created and stored by you;
(iii) (your use of) any content downloaded by you;
(iv) the consequences of the transmission or publication of your content and your communications with others using the XiDRAFT Services;
(v) the consequences of your other actions (including any loss or damage which XiDRAFT may suffer) on or in relation to the XiDRAFT website,
and you agree that XiDRAFT has no responsibility or liability to you or to any third party for the above and that you shall hold XiDRAFT harmless for any loss or damage which XiDRAFT may suffer resulting from the above.

4.5

Any content made public will be publicly accessible through the internet. You acknowledge that XiDRAFT has no obligation to monitor any content transmitted or published through the XiDRAFT Services. We are not responsible for the accuracy, completeness, appropriateness or legality of your content.

4.6

You agree to use the XiDRAFT Services only for purposes that are permitted by the Terms of Use and by any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data to and from such relevant countries).

4.7

You agree not to:
(i) access (or attempt to access) any of the XiDRAFT Services by any means other than through the interface that is provided by XiDRAFT or to breach or otherwise circumvent any security or authentication measures;
(ii) engage in any activity that interferes with or disrupts the XiDRAFT Services (or the servers and networks which are connected to the XiDRAFT Services) or use the XiDRAFT Services to probe, scan, or test the vulnerability of any other system or network;
(iii) use the logo, company name, etc. of any third party without their prior written consent;
(iv) use any copyrighted content without the consent from every person who owns or may claim any rights in such content;
(v) use the XiDRAFT Services for illegal purposes or for the transmission or publication of material that is unlawful, threatening, invasive of another's privacy, harassing, libelous, defamatory, abusive, harmful, pornographic or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malware;
(vi) use the XiDRAFT Services for illegal purposes or for the transmission or publication of material that infringes or may infringe intellectual property or other rights of another;
(vii) use the XiDRAFT Services for the transmission of junk mail, spam, chain letters, altered, deceptive or false source-identifying information (including spoofing or phishing) or unsolicited mass distribution of email or to interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the XiDRAFT Services.

4.8

You agree that XiDRAFT will have the right to block access to or remove content stored by you, if XiDRAFT receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the XiDRAFT Services and transmitting or publishing any content using the XiDRAFT Services, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by XiDRAFT for this purpose.

4.9

XiDRAFT may provide sample content for the purpose of demonstrating the possibilities of using the XiDRAFT Services. XiDRAFT makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information contained in the sample content.

4.10

We appreciate it when users send us feedback but you acknowledge that we may use your feedback, comments, or suggestions without any obligation to you.

4.11

XiDRAFT and the XiDRAFT logo are trademarks of Intermedia Publishers N.V. You agree not to display or use the XiDRAFT trade names, trademarks, logos, domain names, or other brand features in any manner, without our prior written consent.

4.12

You acknowledge and agree that:
(i) XiDRAFT owns all legal right, title and interest in and to the XiDRAFT Services and the software and other technology we use to provide the XiDRAFT Services, including any intellectual property rights which subsist in the XiDRAFT Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist);
(ii) the XiDRAFT Services and the software and other technology we use to provide the XiDRAFT Services are protected by national and international copyright laws

4.13

The XiDRAFT website may contain links to third party websites or resources. We do not endorse and are not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources.

5.

Privacy Policy

5.1

Personal information you provide to XiDRAFT through the XiDRAFT Services is governed by our Privacy Policy. Your election to use the XiDRAFT Services indicates your acceptance of the terms of our Privacy Policy. We reserve the right to make changes to this policy at any time.

5.2

The XiDRAFT Services may include certain communications from XiDRAFT, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the XiDRAFT Services. As part of our Privacy Policy, we provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

6.

Downloads, fees and payments

6.1

If you use the XiDRAFT Services as an author, you have the option to share your documents with your end users. This is done by sending your users a password, generated by the XiDRAFT Services, which password they can use to get access to the online questionnaire for a particular document and initiate a document assembly session. At the end of the session your end user can assemble and then download the document for free, provided that you have sufficient downloads in your account. You can purchase additional downloads from XiDRAFT at any time against a fee per download.

6.2

As an author you may also send your contacts an email inviting them to test drive your document and granting one-off free access to your document for that purpose. Each time you send such an email one download is deducted from the balance in your account. The invitation email contains a hyperlink to the online questionnaire for your document. By clicking the hyperlink your contact can access the online questionnaire and assemble the document. Upon assembly your contact can download the document for free. In the event that the hyperlink expires without being used, the download which was deducted from your balance will be credited again.

6.3

As an author, you further have the option to sell your documents to your end users. In this case, when your end users access the online questionnaire and assemble your document, they can purchase that document at the price specified by you and, after payment, download the document. XiDRAFT handles the payment of the purchase price on your behalf and charges a percentage of the purchase price as commission. XiDRAFT's commission shall be withheld from the amount collected by XiDRAFT on your behalf which is to be paid out to you.

6.4

As an end user, when you have assembled a document and are ready to purchase it, you are requested to click "I accept" and in doing so you enter into a purchase agreement with the author of the document. The collection of the purchase price is handled by XiDRAFT on behalf of the author and is arranged through PayPal as payment agent. You can use either your Paypal account or a credit card to pay the purchase price. An additional amount is added to the purchase price to cover the transaction costs charged by Paypal. This amount is withheld by PayPal.

6.5

XiDRAFT shall pay out the aggregate purchase price for documents which XiDRAFT has collected on behalf of an author on a monthly basis. XiDRAFT reserves the right to refrain from making any payment, if the total amount credited to your account is less than USD 50.- (or EUR 50,- as the case may be), which threshold may be amended by us from time to time. All amounts collected by XiDRAFT shall be paid out in the currency in which such amount was received. In the event that there are circumstances requiring XiDRAFT to pay you any amount in another currency, the applicable exchange rate shall be the rate used by PayPal or by XiDRAFT's bank on the date the payment is made. No interest shall be due or payable in respect of any amount owed to you by XiDRAFT.

6.6

As an author you can set the VAT or sales tax rate which is applicable to you (https://www.xidraft.com/member/users/finance). It is always your responsibility (i) to check with the taxation authorities in your country in which cases value added tax (VAT) or sales tax must be charged to your end users, and (ii) to ensure that all taxes payable and due by you in connection with your documents are duly and timely paid to the taxation authorities in your country.

6.7

In addition, subscriptions to XiDRAFT Services may be available on monthly and/or yearly subscription plans. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. The subscription fee will be charged to the PayPal account last used by you. If you would like the payment for the renewal to be made through a different account or if you do not wish to renew the subscription, you agree to inform us at least seven days prior to the renewal date.

6.8

During one and the same document assembly session a document can be downloaded up to 10 times. Each document assembly session will expire by the lapse of time and will in no event last longer than 3 hours.

6.9

XiDRAFT reserves the right to change the fee per download, the commission percentage, the subscription fee and the minimum pay-out amount and to charge for the use of XiDRAFT Services that are currently available free of charge.

7.

Liability and indemnification

7.1

You expressly understand and agree that the use of the XiDRAFT services is at your sole risk. The services are provided on an "as-is-and-as-available" basis. XiDRAFT expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In particular, XiDRAFT makes no warranty that:
(i) the services will be uninterrupted, timely, secure, free from error or virus free;
(ii) your use of the XiDRAFT Services will meet your requirements;
(iii) any information obtained by you as a result of your use of the XiDRAFT Services will be accurate or reliable.

7.2

Use of any material downloaded or obtained through the use of the XiDRAFT services shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device or data that results from the use of the XiDRAFT Services or the download of any such material.

7.3

No advice or information, whether written or oral, obtained by you from XiDRAFT, its employees or representatives shall create any warranty not expressly stated in the Terms of Use.

7.4

To the fullest extent permitted by law, in no event will XiDRAFT and its affiliates, officers, employees, agents, suppliers or licensors be liable for any consequential, incidental, indirect, special, punitive, exemplary, intangible or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, loss of goodwill or business reputation or other loss arising out of or caused by your use of or inability to use the XiDRAFT Services, even if XiDRAFT has been advised of the possibility of such damage. Your sole and exclusive remedy for any dispute with XiDRAFT related to any of the XiDRAFT Services shall be termination of such service. In no event shall XiDRAFT's entire liability to you in respect of any service, whether direct or indirect, exceed the fees paid by you towards such service for the past year.

7.5

Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

7.6

You agree to indemnify and hold harmless XiDRAFT, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the XiDRAFT Services in violation of another party's rights, in violation of any law, in violation of any of the Terms of Use, or any other claim related to your use of the XiDRAFT Services.

8.

Miscellaneous

8.1

XiDRAFT's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.

8.2

You may not assign any of your rights in these Terms of Use, and any such attempt is void, but XiDRAFT may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the XiDRAFT Services.

8.3

XiDRAFT and you are not legal partners or agents; instead, our relationship is that of independent contractors.

9.

Applicable law and choice of jurisdiction

9.1

This Agreement and the legal relationship between XiDRAFT and you is governed by the laws of the country Curacao.

9.2

All claims and disputes arising from this Agreement and this legal relationship shall be submitted to the Court of First Instance in Curacao, without prejudice to the possibility of appeals and cassation against said decision. XiDRAFT may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.


Last updated: January 18, 2012