Terms & Conditions

01 Introduction & Acceptance of These Terms

These terms and conditions (the "Terms") govern access to and use of the website located at the domain on which these Terms are published (the "Website") and the services described on it (the "Services"), operated by [Company Legal Name], trading as "X∞RAY" (referred to in these Terms as "X∞RAY", "we", "us" or "our").

By accessing or using the Website, submitting an enquiry, requesting a demonstration, or otherwise engaging with us through the Website, you ("you" or the "User") confirm that you accept these Terms and agree to comply with them. If you do not agree to these Terms, you must not use the Website.

02 Definitions & Interpretation

In these Terms, unless the context otherwise requires:

• "Content" means any text, graphics, images, software, data, video, audio or other material made available on or through the Website;
• "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, goodwill, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for renewal or extension of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
• "Order Form" means any separate written or electronic order, quotation, pilot agreement, subscription agreement or master services agreement entered into between you (or the organisation you represent) and us;
• "Personal Data" has the meaning given in the UK GDPR;
• "UK GDPR" means the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended;
• "Applicable Law" means all applicable laws, statutes, regulations and codes of practice in force in England and Wales from time to time.

Headings in these Terms are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa.

03 About Us

The Website is operated by [Company Legal Name], a company registered in England and Wales under company number [Company Registration Number], whose registered office is at [Registered Office Address], United Kingdom.

You can contact us in relation to these Terms at legal@x8ray.com, or by post to our registered office address above.

04 Eligibility

The Website and the Services are directed at businesses and professionals and are not intended for consumers. By using the Website you confirm that you are at least 18 years old, that you have the authority to bind the organisation on whose behalf you are acting (where applicable), and that your use of the Website complies with all Applicable Law in the jurisdiction from which you are accessing it.

05 The Website and the Services

The Website provides information about X∞RAY's security analytics platform and related products, and allows visitors to request product demonstrations, contact our sales and support teams, and access publicly available Content.

We may update, amend, suspend or discontinue any part of the Website or the Content displayed on it at any time, without notice, and we will not be liable to you for doing so. We do not guarantee that the Website, or any Content on it, will be free from errors or omissions, or that access will be uninterrupted.

Nothing on the Website constitutes an offer to sell, or a binding quotation for, any product or service. Any commercial engagement is subject to a separately negotiated and executed Order Form.

06 Accounts, Demo Requests & Enquiries

Where the Website allows you to submit an enquiry, request a demonstration, or register for restricted areas of the Website, you agree to:

• provide accurate, current and complete information;
• keep any login credentials confidential and not share them with any third party;
• notify us promptly at hello@x8ray.com if you become aware of any unauthorised use of your account or credentials; and
• be responsible for all activity that occurs under your account or submitted enquiries.

We reserve the right to refuse, suspend or terminate access to any account or enquiry channel at our reasonable discretion, including where we reasonably suspect misuse, fraud, or a breach of these Terms.

07 Acceptable Use

You must not use the Website in any way that causes, or is likely to cause, the Website or access to it to be interrupted, damaged or impaired in any way. Without limiting the foregoing, you must not:

• use the Website in any way that breaches any Applicable Law, including the Computer Misuse Act 1990;
• conduct any unauthorised penetration testing, vulnerability scanning, security testing or similar assessment of the Website or our infrastructure without our prior written consent;
• attempt to gain unauthorised access to the Website, the server on which it is hosted, or any server, computer or database connected to it;
• introduce any virus, trojan, worm, logic bomb or other material that is malicious or technologically harmful;
• use any automated system, including "robots", "spiders" or "offline readers", to access the Website in a manner that sends more request messages than a human can reasonably produce in the same period;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying methodologies or detection logic of any software, model or system made available through the Website, except to the extent such restriction is prohibited by Applicable Law;
• use the Website or any Content to build, or assist a third party in building, a competing product or service; or
• misrepresent your identity or affiliation, or impersonate any person or entity.

We reserve the right to report any actual or suspected breach of this section to the relevant law enforcement authorities and to cooperate with such authorities.

08 Intellectual Property Rights

We are the owner or the licensee of all Intellectual Property Rights in the Website and in the Content published on it, including the X∞RAY name, logo, and all associated marks (the "Marks"). Those works are protected by copyright, trade mark and other intellectual property laws and treaties around the world. All such rights are reserved.

You may view, download for caching purposes only, and print pages from the Website for your own personal or internal business use, subject to the restrictions set out below and elsewhere in these Terms. You must not:

• republish, redistribute or sub-license material from the Website (including republication on another website);
• sell, rent or sub-license material from the Website;
• reproduce, duplicate, copy or otherwise exploit Content for a commercial purpose;
• use the Marks, or any confusingly similar mark, without our prior written consent; or
• remove any copyright, trade mark or other proprietary notice from any Content.

Where you submit any feedback, suggestions or ideas regarding the Website or the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and incorporate that feedback into our products and services without obligation to you.

09 Third-Party Links & Content

The Website may contain links to third-party websites or resources provided for convenience only. We have no control over, and accept no responsibility or liability for, the content, accuracy, or availability of any such third-party sites, or for any loss or damage that may arise from your use of them. Inclusion of any link does not imply endorsement by us of the linked site.

10 Confidentiality

Any non-public information disclosed to you by us in connection with the Website or in the course of a sales, demonstration or evaluation process, including product roadmaps, pricing, security architecture and unreleased features, is confidential and must not be disclosed to any third party or used for any purpose other than evaluating our Services, without our prior written consent. This obligation survives termination of your use of the Website.

11 Data Protection

Any Personal Data you provide to us through the Website will be processed in accordance with our Privacy Policy, which explains what data we collect, how we use it, and the rights available to you under the UK GDPR and the Data Protection Act 2018. By using the Website you acknowledge that you have read our Privacy Policy.

12 Orders, Fees & Enterprise Agreements

The Website itself does not process payments. Where you or your organisation enters into a paid engagement with us, the applicable fees, payment terms, service levels, licence scope, and any warranties specific to that engagement will be set out in the relevant Order Form. In the event of any inconsistency between these Terms and an executed Order Form in respect of that engagement, the Order Form will prevail.

13 Warranties & Disclaimers

The Website and its Content are provided on an "as is" and "as available" basis. To the fullest extent permitted by Applicable Law, we exclude all representations, warranties, conditions and other terms which might otherwise be implied by statute, common law or the law of equity, including any implied warranties of satisfactory quality, fitness for a particular purpose, or non-infringement, save that nothing in these Terms excludes or limits any warranty implied by law that it would be unlawful to exclude.

We do not warrant that the Website will be secure, error-free, or that any defects will be corrected, or that the Website or the server that makes it available are free of viruses or bugs.

Nothing in these Terms affects your statutory rights that cannot lawfully be excluded or limited, including, where you are dealing with us as a consumer, your rights under the Consumer Rights Act 2015.

14 Limitation of Liability

Nothing in these Terms shall limit or exclude our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by Applicable Law.

Subject to the paragraph above, and to the fullest extent permitted by Applicable Law:

• we exclude all liability for any indirect or consequential loss, and for any loss of profit, revenue, business, anticipated savings, goodwill, or data, arising out of or in connection with your use of, or inability to use, the Website; and
• our total aggregate liability to you arising out of or in connection with your use of the Website, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed £100, save that this limit does not apply to liability arising under any separately executed Order Form, which is governed instead by the liability provisions set out in that Order Form.

We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control.

15 Indemnity

You agree to indemnify and hold us, our officers, employees and agents harmless from and against any claim, liability, loss, damage or expense (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your misuse of the Website; or (c) your violation of any Applicable Law or the rights of any third party.

16 Suspension & Termination

We may suspend or terminate your access to all or part of the Website immediately, without notice, if we reasonably believe you have breached these Terms, or where necessary to protect the security, integrity or availability of the Website. Termination of your access does not affect any rights or liabilities accrued prior to termination, and any provision of these Terms which by its nature is intended to survive termination (including sections 8, 10, 14 and 20) shall continue to apply.

17 Force Majeure

We shall have no liability to you for any failure or delay in performing our obligations under these Terms resulting from any event beyond our reasonable control, including acts of God, war, terrorism, civil unrest, industrial action, fire, flood, pandemic, failure of a utility service or transport network, or failure of any third-party supplier or telecommunications network.

18 Changes to These Terms

We may revise these Terms from time to time. The version of these Terms that applies to your use of the Website is the version published on the Website at the time of that use. We will indicate at the top of this page when these Terms were last updated. We encourage you to review this page periodically.

19 General Provisions

Severability

If any provision of these Terms is held by any court or competent authority to be invalid or unenforceable in whole or in part, the remaining provisions of these Terms shall remain in full force and effect.

Waiver

No failure or delay by us in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

Assignment

You may not assign, transfer or sub-contract any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer or sub-contract any of our rights or obligations under these Terms at any time.

Entire Agreement

These Terms, together with our Privacy Policy and any applicable Order Form, constitute the entire agreement between you and us in relation to your use of the Website and supersede any prior agreements, representations or understandings, whether written or oral, save in respect of any fraudulent misrepresentation.

No Partnership

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

Third-Party Rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

Notices

Any notice given to us under these Terms must be in writing and sent to us at the contact details set out in section 3. Any notice given to you may be sent to the email address you have provided to us.

20 Governing Law, Jurisdiction & Complaints

These Terms, their subject matter and formation (and any non-contractual disputes or claims arising out of or in connection with them) are governed by and construed in accordance with the laws of England and Wales.

Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

If you have any complaint about the Website or these Terms, please contact us in the first instance at legal@x8ray.com and we will aim to resolve your complaint promptly.