Welcome to Xenio!
These terms and conditions outline the rules and regulations for the use of Xenio website, located at xenioexchange.com.
By accessing this website you agree to be bound by these terms and conditions. Do not continue to use Xenio if you do not agree to take all of the terms and conditions stated on this page.
This agreement applies to all users who access the Service (“Users”).
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice, and all Agreements: "Client", "You" and "Your" refers to you, the person logs on this website and compliant with the Company’s terms and conditions. "The Company", "Ourselves", "We", "Our" and "Us", refers to our Company. "Party", "Parties", or "Us", refers to both the Client and ourselves. All terms refer to the offer, acceptance, and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of the provision of the Company’s stated services, following and subject to, prevailing law of Nigeria. Any use of the above terminology or other words in the singular, plural, capitalization, and/or he/she or they, are taken as interchangeable and therefore as referring to the same.
Please read this agreement carefully to ensure that you understand each provision.
1. Use of Our Service
1.1: Overview of Xenio
Xenio is an online platform that allows users to trade their unused select gift card for payment in naira.
1.2. Eligibility.
You may use Xenio only if you can form a binding contract with Xenio, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.
In this agreement, a child is considered a person under the age of 13 years old (or the minimum legal age in the child’s country to be able to consent to the processing of their personal data if this age is higher than 13 years old). Children are not permitted to use or access the Service unless their use of the Service is directly authorized by their parent or guardian or another authorized adult (e.g., a teacher) who agrees to be bound by this Agreement. Any use or access to the Service by a child who is not directly supervised by an adult is strictly prohibited and in violation of this Agreement.
The Service may not be available to any Users previously removed from the Service by Xenio. By using the Service, you represent and warrant that you have the full right, power, and authority to enter into this Agreement and to fully perform all of your obligations hereunder. You further represent and warrant that you are under no legal disability or contractual restriction that prevents you from entering into this Agreement.
1.3. License
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service and as permitted by the features of the Service. Xenio reserves all rights not expressly granted herein in the Service and the Xenio Content. Xenio may terminate this license at any time for any reason or no reason.
Additional terms may apply for any content that you download from, upload to, or print from the Service. Any such additional terms will be made available to you prior to initiating any applicable uploads, downloads or prints.
2. Xenio Exchange Account
Your Xenio account gives you access to the services that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. There is only one type of account in Xenio and that is for you who is trading your gift card.
The services and functionality available to you will vary based on your account type and how your account is configured by the account owners or admin (if applicable). If you open a Xenio account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement and that you agree to this Agreement on the entity’s behalf. By connecting to Xenio with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) with your account. You may not allow any other party to access or use the Service with your unique username, password, or other security code. You must notify Xenio immediately of any breach of security or unauthorized use of your account. Xenio will not be liable for any losses caused by any unauthorized use of your account.
You may control your User profile and how you interact with the Service by changing the settings in your account. By providing Xenio your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt-out or change your preferences on your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
Summary: When you create a Xenio account, you must provide us with accurate information. You are responsible for any activity that occurs on your account, so make sure you have a strong password.
Your Xenio account is your unique identity. Don’t let anyone else use your Xenio account.
You can control your User profile and how you interact with the Service by adjusting your account settings. We might email you important messages and information we think you’ll find useful. We will stop sending you promotional materials if you tell us you’re not interested.
3. Service Rules
3.1 General
- (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
- (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Xenio servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
- (iii) transmitting spam, chain letters, or another unsolicited email;
- (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
- (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
- (vi) uploading invalid data, viruses, worms, or other software agents through the Service;
- (vii) collecting or harvesting any personally identifiable information, including account names, from the Service;
- (viii) using the Service for any commercial solicitation purposes;
- (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity, including engaging in phishing activity or including misleading links or information to entice viewers to click through to an illegal or fraudulent website;
- (x) interfering with the proper working of the Service;
- (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service;
- (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Service or the content therein;
- (xiii) using any Xenio Content (as defined below), including any Xenio trademarks, in any manner that might tarnish, disparage, or reflect adversely on such Xenio Content;
- (xiv) using the Service or any Xenio Content (as defined) to support, incite or promote illegal behaviour, discrimination, hostility or violence;
- (xv) using any Xenio trademark or any variant thereof including misspellings as a domain name or as part of a domain name, as a metatag, keyword, or any other type of programming code or data;
- (xvi) adopting or using, without our prior written consent, any word or mark which is similar to or likely to be confused with Xenio trademarks;
- (xvii) copying, imitating, or using, in whole or in part, the look and feel of the Service (including but not limited to all page headers, custom graphics, button icons, and scripts) without the prior written consent of Xenio;
- (xviii) using any Xenio Content to link to the Xenio website without the prior written consent of Xenio;
- (xviv) framing or hotlinking to the Service or any content other than your own without the prior written consent of Xenio; or
- (xvv) uploading any content that is illegal, sexual or pornographic, features child exploitation material or links to such material.
If your User Content breaches our Terms of Use, we may, without prior notice to you, delete such User Content and any other User Content you have uploaded.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination, you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. If your account is terminated for any reason, you must obtain written authorization from Xenio prior to establishing another account. If you attempt to establish another account without obtaining such authorization, Xenio may permanently ban you from the Service. You may not have more than one active account at any time without the written consent of Xenio in each instance. If such consent is granted, you may not submit identical Stock Media (as defined below) to more than one account.
4. User Content
4.1: General
Some areas of the Service allow Users to submit and publish content such as profile information, photographs (any such materials a User submits, posts, displays, prints or otherwise makes available on or via the Service without compensation “User Content”). As between you and Xenio, you retain ownership of your User Content, and you understand that if you post User Content under a Brand, Enterprise or Team, the Brand, Enterprise or Team Owner will own—and be entirely responsible for—all such User Content, including any third party Intellectual Property Rights incorporated therein.
4.2: Uploading and Publishing User Content to Xenio.
- (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
- (ii) may create a risk of any other loss or damage to any person or property;
- (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
- (iv) may constitute or contribute to a crime or tort;
- (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, hostile, violent, or that which provokes violence or hostility, profane, or otherwise objectionable;
- (vi) contains any information which discriminates against others based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin;
- (vii) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
- (viii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
- (ix) contains any information or content that you know is not correct and current.
You agree that any User Content does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy or publicity. Xenio reserves the right but is not obligated, to reject and/or remove any User Content that Xenio believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on or via the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization. Further, you understand that if you contribute User Content under a Brand, the Brand Owner will own—and be entirely responsible for—all such User Content.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
- 1. Your User Content and Xenio’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy and publicity rights.
- 2. Xenio may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
- 3. There is no suit action or claim or another legal or administrative proceeding now pending or threatened which might directly or indirectly affect any of your User Content or which might in any way impair the rights granted by you hereunder.
- 4. If your User Content contains or incorporates in any manner any components including but not limited to design elements, fonts, clipart, sprites, vectors or brush tools, and the like that are included in design programs, by uploading any such User Content to Xenio, you represent and warrant that the end user license agreement, terms of service or the equivalent license agreed to by you allows you to incorporate such elements in the User Content created by you, and to license such User Content to Xenio for the purposes set forth herein.
- 5. Your User Content is neither obscene, defamatory, or otherwise objectionable.
- 6. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
- 7. You will not transmit unsolicited emails or engage in spamming to publicize or promote your relationship with Xenio.
- 8. If you use the Service to post, publish, share or print User Content, you agree that you have verified that the User Content does not contain anything that is illegal, encourages illegal activity, infringes (or is otherwise deceptively similar to) any third-party’s Intellectual Property Rights (e.g. uploading full movie or television shows), or otherwise breaches these terms.
You will not engage in pay-per-click advertising using keywords tttt compete with Xenio’s own campaigns in order to promote your relationship with Xenio nor will you use or engage a third party on your behalf to use Xenio in any domain name.
Upon making or learning of any claim that is inconsistent with any of the representations or warranties made by you, Xenio shall send you written notice of such claim, using the email address provided by you to Xenio, specifying the details of the claim as then known to Xenio. Pending the determination of a such claim, Xenio may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by Xenio.
Xenio takes no responsibility and assumes no liability for any User Content that you or any other User or third-party posts, publishes or prints over or using the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing, and printing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content or Stock Media that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Xenio shall not be liable for any damages you allege to incur as a result of User Content, Stock Media or your use of either in printed form. In the event that your User Content is alleged to be offensive, inappropriate for children, unlawful or otherwise in breach of these terms, you agree that Xenio may disclose such User Content to law enforcement or other government authorities.
5. Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, and all Intellectual Property Rights related thereto, are the exclusive property of Xenio. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights. Use of the Xenio Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
6. Feedback
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Xenio under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Xenio does not waive any rights to use similar or related ideas previously known to Xenio, or developed by its employees, or obtained from sources other than you.
Summary: We enjoy getting feedbacks from you. However, we can’t pay you if we implement an idea you sent us.
7. Privacy
We care about the privacy of our Users. Our Privacy Policy sets out how we collect, use, disclose and store your personal information and how it is transferred to and processed in the United States. It also contains details of how to exercise your privacy rights (such as access and correction) and how to make complaints.
Summary: We don’t take your privacy lightly. We only process your personal information in accordance with our Privacy Policy.
8. Security
Xenio cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will ever be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
9. No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Xenio’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
10. Indemnity
- (i) your use of and access to the Service, including any data or content transmitted or received by you;
- (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above;
- (iii) your violation of any third-party right, including without limitation any right of privacy, publicity, or Intellectual Property Rights;
- (iv) your violation of any applicable law, rule, or regulation;
- (v) any claim or damages that arise as a result of any of your User Content, or any content that is submitted via your account; or
- (vi) any other party’s access and use of the Service with your unique username, password, or other appropriate security code.
Summary: If Xenio suffers any damage or claims to your content, account, or use of the Service or your violation of these terms, any laws, or any other individual’s rights, you are responsible for all costs.
11. No Warranty
The service is provided on an “as is” and “as available” basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, Xenio, its subsidiaries, and its licensors do not warrant that the content, including without limitation User Content and Stock Media, is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the service.
Xenio does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Xenio service or any hyperlinked website or service, and Xenio will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Summary: You use Xenio as-is and at your own risk. We don’t give you any guarantees for using the service
12. Limitation of Liability
- (i) errors, mistakes, or inaccuracies of content;
- (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service;
- (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein;
- (iv) any interruption or cessation of transmission to or from the service;
- (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party;
- (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service;
- (vii) user content or the defamatory, offensive, or illegal conduct of any third party; and/or
- (viii) financial loss from purchasing a Xenio subscription from an unauthorised reseller; and/or
- (ix) loss or deletion of User Content.
In no event shall Xenio, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs.
Notwithstanding anything to the contrary contained herein, Xenio shall not be liable for any damages, costs or losses arising because of modifications made to User Content or any additions or combinations of User Content or Stock Media with other content, or the context in which the User Content, Stock Media, or other content is used by you.
Summary: We disclaim all liability in connection with your use of our service. This is so much that if we are found liable for anything, the highest amount we are obligated to pay is however much you paid to us.
13. Governing Law
- (i) the Service shall be deemed solely based in Nigeria; and
- (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Xenio, either specific or general, in jurisdictions other than Nigeria. This Agreement shall be governed by the internal substantive laws of the State of Nigeria, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Nigeria for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below. If you are a consumer, this agreement does not exclude any rights you may have under the national consumer laws of your jurisdiction.
Summary: These terms are governed by the laws of Nigeria but don’t exclude your rights under national consumer law. If we need to enforce our Intellectual Property Rights against you, you agree to have the issue resolved only in the courts of Nigeria.
14. Arbitration
For any dispute with Xenio, you agree to first contact us at support@xenioexchange.com and attempt to resolve the dispute with us informally. In the unlikely event that Xenio has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Xenio claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the Arbitration and Conciliation Act (Chapter 18, Laws of the Federation of Nigeria 2004). The arbitration will be conducted in Nigeria unless you and Xenio agree otherwise. Each party will be responsible for paying any ACA filing, administrative and arbitrator fees in accordance with ACA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Xenio are each waiving the right to a trial by jury or to participate in a class action.
Summary: If you have any disagreements, then reach out to us. We’re happy to work things out with you. However, if we can’t fix our issues together, then you agree to submit the dispute to arbitration in Nigeria (except in cases relating to the protection of Intellectual Property rights).
15. Contact
Please contact us at support@xenioexchange.com if you have any questions regarding this agreement.