You must be 18 years or older to access this website. By clicking "I Agree", you confirm that you are at least 18 years old.
Important: These Terms require all disputes between us to go through binding arbitration instead of government court. That means you waive any right to have disputes decided (1) by a judge or jury and (2) in class or representative actions. You can opt-out of arbitration for thirty (30) days after you agree to these Terms. To opt-out, see Section 8(e) under Dispute Resolution below.
We provide brief summaries at the beginning of each section to make it easier for you to read and understand this agreement. The summaries do not replace the text of each section, and you should still read each section in its entirety.
This is a contract between you and us. You can contact us if you have any questions or concerns. If you do not understand or agree to these Terms, don’t use the Platform.
The Agreement: By accessing or using our Platform, you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy, Acceptable Use Policy and Copyright Policy (together, the “Agreement”).
It’s important that you read this Agreement and these policies carefully before you accept them. This Agreement governs your use of the online platform and other products and services made available by X-Ode. (which we call the “Platform”). The Platform includes x-ode.vercel.app and the X-Ode mobile pwa app (the “App”).
Updates: These Terms are effective as of the Last Updated date. We may update these Terms from time to time, in which case we will update the Last Updated date at the top of these Terms.
If we make significant changes, we’ll do our best to notify you, such as by emailing you at your Account’s current address and/or by placing a prominent notice on the login or homepage of the Platform. But it’s your sole responsibility to review these Terms from time to time to view any such changes.
By using or accessing the Platform after the Last Updated date, you accept the current Terms. If you have a Subscription, the current Terms will apply beginning in the first Period that begins after the Last Updated date. If you do not accept the current Terms, you must stop accessing or using the Platform immediately, or when your current Subscription period ends.
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You must be 18 or older to use X-Ode. By using the Platform, you represent and warrant that you are 18 or older and otherwise comply with these restrictions.
(a) In these Terms, “you” and “your” means you as the user of the Platform.
(i) You must be 18 or older to use the Platform, or otherwise of legal age to form a binding contract in your jurisdiction. If you are under the age of 18: sorry, but please leave the Platform.
(ii) If you use the Platform on behalf of a company, then “you” includes you and that entity, and you represent and warrant that (a) you are authorized to bind the company to these Terms, and (b) you agree to these Terms on the company’s behalf.
(b) You are responsible for all your activity in connection with the Platform. This includes the accuracy of information you provide through the Platform, the choice to purchase a Subscription, and any content you send through the Platform. Most importantly, you represent and warrant that you will not use the Platform that in any way violates applicable law, Outside Terms or our Acceptable Use Policy.
Our policies and certain third-party terms apply to you when you use the Platform.
(a) Our Policies. These policies and terms also form part of the Agreement between us:
(i) Our Privacy Policy describes how we collect and process your personal information when you use the Platform.
(ii) Our Copyright Policy; and
(iii) Our Acceptable Use Policy.
(b) Outside Terms and Materials. The Platform may display, include or make available content, data, information, functionality or materials from third parties (“Outside Materials”) or provide links to certain third party websites. Outside Materials may be subject to third-party terms provided by the third party (“Outside Terms”), as indicated where such Outside Materials appear on the Platform. By using the Platform, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Outside Materials or the terms and conditions of Outside Terms. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Outside Materials. We are also not a party to Outside Terms. If you have any complaints in connection with any Outside Materials or Outside Terms, please contact the third party directly.
(a) Creating and Safeguarding your Account. To listen to or subscribe to our Content, you need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You are solely responsible for activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. Contact us immediately if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
(b) Managing and Deleting your Account. As of the Last Updateddate, you can manage, update or delete your Account at any time by:
(i) In the App: Please contact our system administrator Dominik Köhler for account modifications. We will enable In-App profile settings by the user in future updates.
(ii) On x-ode.vercel.app: Please contact our system administrator Dominik Köhler for account modifications. We will enable In-App profile settings by the user in future updates.
If you bought a Subscription or make any other recurring purchase through an External Account, you will need to cancel through your External Account to avoid additional billing. To this day, only credit card payment on the website is supported.
(c) Suspension and Termination. We reserve the right to suspend, disable, or delete your Account and/or the Platform (or any part of the foregoing) with or without notice, for any reason or no reason at all. We may investigate and take any action we deem appropriate if we believe that you have violated these Terms, misused our Platform, or behaved in a way that we regard as inappropriate or unlawful, on or off our Platform. If you breach any of the provisions of these Terms, all licenses granted by us will terminate automatically.
(d) Terms Survive. If your Account is deleted or terminated by you or by us for any reason, these Terms continue and remain enforceable between you and us, and you will not be entitled to any refund for purchases made. Termination will not limit any of our other rights or remedies at law or in equity. Your information will be maintained and deleted in accordance with our Privacy Policy. We may, but are not obligated to, delete any of Your Content. You agree that we are not liable for the deletion or failure to delete any of Your Content.
You can buy a Subscription to our paid content through the Platform. Subscriptions automatically renew until you cancel. Other purchases may only be available from us.
(a) General. We offer great subscription options and may also sell standalone access to certain content. Our paid content is available through subscriptions of various durations (“Subscriptions”) or as a-la-carte purchases (all paid services purchases, “Products”). Depending on the Product, you may be able to purchase paid Platform through your device’s native app store or another third-party provider (collectively, “App Store”). See App Store Purchases for terms that apply to Products bought through an App Store. See Purchases on the Platform for terms that apply when you buy Products from us.
(b) Subscriptions.
(i) Duration. Our Subscriptions are continuous. Subscriptions begin the date you first purchase a Subscription and renew on a recurring basis (each, a “Period”) for periods of the same duration as your initial Subscription period until canceled. However, we may discontinue your Subscription if you are in dispute with us, or if you have previously requested a chargeback that we have successfully challenged.
(ii) Pricing changes. We reserve the right to change the cost of our Subscriptions and other Products at any time. Any change will only become effective only after the expiration of your current Subscription period and after we provide you with notice of such change no fewer than fifteen (15) days before the end of the then-current Period.
(c) Purchases on the Platform.
(i) Payments. You agree to pay us, at the time of your Product purchase (including at the beginning of each Subscription Period), as set forth on the payments page at the time you order the Platform. You must complete payment for your Products through our third-party payments provider (“Payment Processor”). You will ensure that a valid and current payment method is available for payment of any recurring Subscription fees. We will suspend or cancel your Subscription if our Payment Processor is unable to process payment using your existing payment information. You are responsible for ensuring that your billing information provided to us is accurate.
(ii) Taxes. Products may be priced to add or include applicable local taxes (such as sales taxes or VAT), as presented to you at the time of your Product or Subscription offer.
(iii) No Refunds. Except as provided under Refunds below, payments for Products and Subscriptions are nonrefundable and there are no credits for partially used Periods.
(iv) Cancelation. To cancel a Subscription bought through the Platform, follow the instructions under Managing and Deleting Your Account to locate and manage your Subscription. You may preferably contact us to cancel a Subscription. Following any cancelation, your Subscription access will contain until the end of your current Period.
(v) Billing Issues and Support. Notify us of any billing problems or issues as soon as you become aware of them. We will make every effort to assist you with any billing questions – just contact us.
(d) App Store Purchases
Subscriptions and other Products may be purchased through an App Store, in which case those purchases must be managed through your External Account. Subscriptions automatically renew until you cancel.
If you subscribe or buy Products through an App Store, such as with your Apple ID or Google Play account (your “External Account”), your External Account will be charged for the purchase in accordance with the terms disclosed to you at the time of purchase and the general terms applicable to your External Account. Some App Stores may charge you sales tax, depending on where you live, which may change from time to time.
If your App Store purchase includes an automatically renewing Subscription, your External Account will continue to be periodically charged for the Subscription until you cancel.
Cancelation: If you do not want your Subscription to renew automatically, or if you want to change or terminate your Subscription, you must log in to your External Account and follow instructions to manage or cancel your Subscription, even if you have otherwise deleted your Account with us or if you have deleted the App from your device.
∙ For example, if you subscribed using your Apple ID, cancelation is handled by Apple, not us. To cancel a purchase made with your Apple ID, open the App Store app on an iOS device, tap on your profile icon, and choose ‘Subscriptions.’ Find your Subscription and follow the instructions to cancel. You can also request assistance at https://getsupport.apple.com.
∙ Similarly, if you subscribed on Google Play, cancelation is handled by Google. To cancel a purchase made through Google Play, launch the Google Play app on your mobile device and go to Menu > My Apps > Subscriptions, then find your Subscription and follow the instructions to cancel. You can also request assistance at https://play.google.com.
If you cancel a Subscription, you may continue to use the canceled service until the end of your then-current Period. The Subscription will not be renewed when your then-current term expires.
If you initiate a chargeback or otherwise reverse a payment made with your External Account, we may terminate your Account with us immediately, in our sole discretion. We will retain all funds charged to your External Account until you cancel your Subscription through your External Account.
(e) Promotional Codes. We may offer certain promotional, referral, discount, and coupon codes or similar offers (“Promos”) that may be redeemed for discounts on future Products or other features related to the Platform, subject to any additional terms that we establish. You agree that Promos: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by us; (d) may be disabled or have additional conditions applied to them by us at any time for any reason; (e) may only be used pursuant to the specific terms that we establish; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.
(f) Free Trials. We may offer you a free trial of certain Subscriptions for a limited period of time. The specific terms of your free trial will be provided at offer registration. At the end of your free trial, we (or our Payment Processor) will begin billing your payment method on a recurring basis for your Subscription (plus any applicable taxes and other charges). If your free trial is purchased through the Platform, we will notify you of upcoming Subscription conversion to the extent required by applicable law based on your billing location. See Cancelation above for help with canceling a free trial. Please note that you may not receive a notice from us that your free trial is ending or that the paid portion of your Subscription has begun. We reserve the right to modify or terminate the availability of free trials at any time, without notice, in our sole discretion.
(g) Refunds. Generally, all purchases are final and nonrefundable, and there are no refunds or credits for partially used periods, except if applicable law in your jurisdiction provides for refunds.
(i) For subscribers residing in the EU, EEA, UK, and Switzerland: In accordance with local law, you are entitled to a full refund during the 14 days after the Subscription begins. This 14-day period commences when the Subscription starts.
(ii) Please contact us if you believe that applicable law in your jurisdiction entitles you to a refund.
(h) Gift Cards. Tangible and/or digital gift cards containing stored money value may be offered by us for certain purchases on the Platform (“Gift Cards”). You acknowledge that We make no warranties with respect to your Gift Card balance, and we’re not responsible for any unauthorized use, alteration, theft, or destruction of a Gift Card or Gift Card code that results from any action by you or a third party. You also acknowledge that we may suspend or prohibit use of your Gift Card if your Gift Card or Gift Card code has been reported lost or stolen, or if we believe your Gift Card balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner. If your Gift Card code stops working, your only remedy is for us to issue you a replacement Gift Card code. By purchasing a Gift Card, you represent and warrant to us that use of the Gift Card will comply with these Terms and all applicable laws, rules and regulations, and the Gift Card will not be used in any manner that is misleading, deceptive, unfair or otherwise harmful to consumers. Gift Cards cannot be used to purchase other gift cards, reloaded, resold, used for payment outside of the Platform, used for unauthorized marketing, sweepstakes, advertising, or other promotional purposes, redeemed for more than face value, transferred for value, redeemed for cash, or returned for a cash refund (except to the extent required by law). Gift Cards do not expire, and we will not assess a service fee or dormancy fee with respect to a Gift Card.
(a) General
While using our Platform, you will have access to: (i) content that you upload or provide while using our Platform (“Your Content”); (ii) content that other users upload or provide while using our Platform (“User Content”); and (iii) content that we provide on and through our Platform (“Our Content”).
In this agreement, “content” includes, without limitation, all text, images, video, audio, or other material on our Platform, including information on users’ profiles.
Our Copyright Policy explains how we handle copyright matters and how to notify us of any copyright disputes.
(b) Your Content
You are responsible for Your Content. Don’t share anything that you wouldn’t want others to see, that would violate this Agreement, or that may expose you or us to legal liability.
You are solely responsible and liable for Your Content, and, therefore, you agree to indemnify, defend, release, and hold us harmless from any claims made in connection with Your Content. You represent and warrant that you have all rights necessary to provide Your Content to us for use in a manner consistent with the Agreement, and that Your Content, and our use of it in that manner, does not infringe or violate any other person’s intellectual property, proprietary or privacy rights.
You also represent and warrant to us that the information you provide to us is accurate, including any information submitted through Google, Facebook or any other social login (if applicable), and that you will update your account information as necessary to ensure its accuracy. If you choose to reveal any personal information about yourself to other users, you do so at your own risk. We encourage you to use caution in disclosing any personal information online.
You acknowledge and agree that Your Content may be viewed by other users, and, notwithstanding these Terms, other users may share Your Content with third parties. By uploading Your Content, you represent and warrant to us that you have all necessary rights and licenses to do so and automatically grant us a license to use Your Content in connection with the Platform for so long as Your Content remains in or associated with your Account.
You understand and agree that we may monitor or review Your Content, and we have the right to remove, delete, edit, limit, or block or prevent access to any of Your Content at any time in our sole discretion. Furthermore, you understand and agree that we have no obligation to display or review Your Content.
(c) User Content
You will have access to User Content—but it is not yours, and you may not copy or use User Content for any purpose except as contemplated by these Terms.
Other users will also share content on our Platform. User Content belongs to the user who posted the content and is stored on our servers and displayed at the direction of that user.
You do not have any rights in relation to User Content, and, unless expressly authorized by us, you may only use User Content to the extent that your use is consistent with this Agreement, including our Acceptable Use Policy. You may not copy User Content or use User Content for commercial purposes, to spam, to harass, or to make unlawful threats. We reserve the right to terminate your account if you misuse User Content.
(d) Our Content
We own all other content on our Platform.
(e) Ownership. Any other text, content, graphics, user interfaces, trademarks, logos, sounds, artwork, images, and other intellectual property appearing on our Platform is owned, controlled or licensed by us and protected by copyright, trademark and other intellectual property law rights. All rights, title, and interest in and to Our Content remains with us at all times. We grant you a limited license to access and use Our Content as provided under Your License below, and we reserve all other rights.
(f) Your License
For as long as you comply with these Terms, we grant you a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to access and use our Platform for purposes as intended by us and permitted by these Terms and applicable laws. This license and any authorization to access the Platform are automatically revoked in the event that you fail to comply with these Terms.
Our Platform is provided “as is.” We do not make, and cannot make, any representations about the content or features of our Platform.
(a) Warranties.
(i) Except as stated elsewhere in these Terms, the Platform and all content are provided “as is” without warranty of any kind. To the fullest extent permitted by law, we disclaim all warranties, whether express or implied, including the warranties of merchantability, title, non-infringement of third parties’ rights, or fitness for a particular purpose.
(ii) Use of the Platform or the transmission of messages through the Platform is done at your own discretion and risk. No advice or information, whether oral or written, obtained by you from us or through the Platform shall create any warranty not expressly stated in these Terms.
(iii) Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties that cannot be excluded are limited to ninety (90) days, or such longer period as applicable law requires.
(b) Limitations of Liability. Except for the indemnity obligations stated below, to the fullest extent allowed by applicable law, under no circumstances and under no legal theory will either of us be liable to the other with respect to the subject matter of this Agreement for:
(i) Any indirect, special, incidental, or consequential damages of any kind, or
(ii) Any amount, in the aggregate, in excess of the greater of (1) $100 or (2) the amounts paid and/or payable by you to us for paid Platform in the three-month period preceding the applicable claim.
(c) Indemnification. To the fullest extent allowed by applicable law, you agree to indemnify and hold harmless Woods & Whitfield Investments Ltd., its affiliates, officers, agents, employees, and partners from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (i) your use of The Platform (including any actions taken by a third party using your access to Subscriptions), and/or (ii) your violation of this Agreement or of law. In the event of such a claim, suit, or action, we will notify you using the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
In the unlikely event that we have a legal dispute, you and Woods & Whitfield Investments Limited agree to try to resolve it among ourselves first. Any dispute we can’t resolve together will be arbitrated, unless you opt-out.
(a) In general. Any dispute, claim, or controversy between you and us (that is not resolved informally or pursued in small-claims court, as provided below) that arises from or relates in any way to this Agreement (including any alleged breach of this Agreement), the Platform, or our relationship with you (collectively, “Dispute”), shall be exclusively resolved through binding individual arbitration, except as otherwise provided in this Dispute Resolution section.
(b) Informal Process First. You agree that in the event of any Dispute between you and us, you will first contact us and make a good faith sustained effort to resolve the Dispute before pursuing arbitration or small claims court.
(c) Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of our services and/or products, including the Platform, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Woods & Whitfield Investments Ltd. agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMSunder its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). ARBITRATION WILL BE HANDLED BY A SOLE ARBITRATOR IN ACCORDANCE WITH THE JAMS RULES. JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT THAT HAS JURISDICTION. ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS – CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND WOODS & WHITFIELD INVESTMENTS LIMITED ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. Notwithstanding the foregoing, you and Woods & Whitfield Investments Ltd. will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
(d) Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, we will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your Claim or the relief sought was frivolous or brought for an improper purpose.
(e) Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out via email or mail to the addresses listed under How to Contact Us above. You must send your notice within thirty (30) days of your registering to use the Platform or agreeing to these Terms; otherwise, you will be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, we are also not bound by them.
(a) Feedback. Any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, “Feedback”) you send us are our exclusive property. By submitting Feedback, you assign any and all intellectual property rights in the Feedback to us.
(b) Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
(c) Modifications of Platform. We may change or discontinue any aspect, service or feature of the Platform at any time, in our sole discretion.
(d) Choice of Law. These Terms are governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. Subject to Section 8(c), you and we agree to only bring Claims in the state and federal courts located in Los Angeles, California. You and we agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
(e) No Third-Party Beneficiaries. The parties agree there are no third-party beneficiaries intended under this Agreement.
(f) Waiver. The failure of either party to exercise, in any way, any right herein does not waive any further rights hereunder.
(g) Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.
(h) Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding between the parties as to its subject matter, and it supersedes and cancels all previous written and oral agreements, communications and other understandings relating thereto.
(i) Force Majeure. In no event will we be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under the Agreement, to the extent such failure or delay is caused by any circumstances beyond our reasonable control.