Terms of use

• You may use the Xcavate Services solely in accordance with these Terms. You shall not take any steps to circumvent, avoid, bypass or obviate, directly or indirectly, the intent of these Terms.
• We may, without prior notice, change the Xcavate Services; stop providing any of the Xcavate Services or features of the Xcavate Services, to you or to Users generally; or create usage limits for the Xcavate Services. Some Xcavate Services may not be available to you. We may permanently or temporarily terminate or suspend your access to the Xcavate Services without notice and liability for any reason, including: (i) your violation of these Terms; (ii) if Xcavate determines or suspects that you have ceased to be an Eligible User; (iii) scheduled or unscheduled maintenance; (iv) addressing any emergency security concerns or other force majeure event or (v) for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

• The Xcavate Services utilize and provide access to or link to Third Party Services, including by enabling you to access such Third Party Services through [specify sites and apps]. We do not have control over Third Party Services content, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, assets, or services on or accessible from those Third Party Services (including any related websites, resources or links displayed therein). Third Party Services may expose you to risks. You are responsible for identifying and evaluating risks associated with Third Party Services and you should not use any Third Party Services if your evaluation of the risks indicates the Third Party Services are not appropriate for you.
• You may incur charges from third parties for use of Third Party Services. For example, you may be charged fees for Third Party Services that you may access via the Xcavate Site. Third Party Services fees are not charged by Xcavate and are not paid to Xcavate. Any fees charged by Xcavate will be designated as such and presented before you submit your transaction.
• WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED BY, THE INFORMATION CONTAINED ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES. IN NO EVENT WILL XCAVATE BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THIRD PARTY SERVICES. THIS SECTION OPERATES IN ADDITION TO ANY LIMITATION OF LIABILITY EXPRESSED ELSEWHERE IN THIS USER AGREEMENT.

You agree not to engage in any of the following prohibited activities: (i) copying or distributing, any of the Xcavate Services in any medium; (ii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Xcavate Services; (iii) uploading invalid data, viruses, worms, or other software agents through the Xcavate Services; (iv) collecting or harvesting any personally identifiable information, including account names, from the Xcavate Services; (v) using the Xcavate Services for any commercial solicitation purposes; (vi) interfering with the proper working of the Xcavate Services; (vii) accessing any content on the Xcavate Services through any technology or means other than those provided or authorized by the Xcavate Services; or (viii) bypassing the measures we may use to prevent or restrict access to th Xcavate Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Xcavate Services or the content therein. 2. Further, you must not: a. use any Xcavate Services if any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws and Economic Sanctions Laws, prohibit, penalize, sanction, or expose Xcavate to liability for any Xcavate Services furnished or offered to you; b. use any Xcavate Services to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws; c. use the Xcavate Services to impersonate another Person or misrepresent your affiliation with any Person, conduct fraud, or hide or attempting to hide your identity; d. falsify or materially omit any information or provide misleading or inaccurate information requested by Xcavate, including prior to or during the course of our providing an Xcavate Services to you; e. cause injury to, or attempt to harm or otherwise engage in conduct that is detrimental to Xcavate, or any Person through your access to the Xcavate Services; f. subvert any restrictions set out herein; g. use any of the Xcavate Services utilizing any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location;; or h. violate, promote, cause a violation of, or conspire or attempt to violate these Terms or applicable Laws. Any use as described in this Section 5 shall constitute a “Prohibited Use”. If Xcavate determines or suspects that you have engaged in any Prohibited Use, Xcavate may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include suspending or terminating your access to any Xcavate Services. In addition, should your actions or inaction result in Loss being suffered by Xcavate you shall pay an amount to Xcavate so as to render Xcavate whole.

Xcavate may, from time to time, request information regarding your use of any Xcavate Service. All information provided to Xcavate must be true, accurate and not misleading in all respects. In the event that there are any changes to any information provided to Xcavate, you must inform Xcavate of such changes in writing through [ ] prior to such changes taking effect. Xcavate reserves the right to cease to allow you to access the Xcavate Services at any time, including as a result of any change in information provided or a failure to provide any information when requested.

information and data that you provide to us when using the Xcavate Services. You acknowledge and agree that you have carefully read and understand the Xcavate Privacy Notice.

8. YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS You represent and warrant to Xcavate on the date of your acceptance or deemed acceptance of these Terms and each day on which you utilize or access the XcavateServices, in each case with reference to the facts and circumstances existing at such date, as follows: 1. none of you or any of your respective affiliates is: (i) itself or owned (beneficially or of record) or controlled by one or more Prohibited Person(s); (ii) involved in any transaction or conduct that is likely to result in you or your respective affiliates or your or their shareholders, directors, officers, employees, agents, or partners becoming a Prohibited Person; (iii) residing or domiciled in, or utilising the Xcavate Services from a Prohibited Jurisdiction; (iv) a Government or Government Official of a Prohibited Jurisdiction or (v) otherwise a Prohibited Person; 2. none of you or any of your respective affiliates is involved in activity or conduct, including conduct involving Xcavate could result in any of you becoming a Prohibited Person; 3. none of you or any of your respective affiliates is otherwise prohibited by applicable Laws from using the services provided by Xcavate and your use of the Xcavate Services will not contravene any Law applicable to you; 4. the Xcavate Services will not be used by any of you or any of your respective affiliates to enable any Prohibited Uses; 5. all information provided by or on your behalf to Xcavate is true, complete and not misleading and does not omit any fact that Xacavate may deem to be material in considering whether to provide the Xcavate Services to you; 6. if you are a natural person, you are 18 years of age or older and that you have the capacity to contract under applicable Laws; 7. if you are registering to use or using the Xcavate Services on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable Laws of the jurisdiction of its organization; and (ii) you, and any individuals utilizing the services on behalf of the legal entity are duly authorized by such legal entity to act on its behalf; 8. you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms and the Xcavate Services; 9. you and your respective affiliates are currently in compliance with, and will, at your own cost and expense, comply with all Laws that relate to or affect the Xcavate Services to be provided, including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other Laws; 10. none of yo or your respective affiliates have (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws; 11. none of you or your respective affiliates and your respective shareholders, directors, officers, employees, agents, or partners has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws; 12. you consent to any and all information reporting under applicable Laws as Xcavate may determine in its sole discretion; and 13. you will accurately and promptly inform Xcavate if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect. 9. NO REPRESENTATION BY XCAVATE 1. Xcavate makes no representations, warranties, covenants or guarantees to you of any kind and, to the extent permitted by applicable Laws, Xcavate expressly disclaims all representations, warranties, covenants or guarantees, express, implied or statutory, with respect to the Xcavate Services. The Xcavate Services are offered without any representation as to fitness for any particular purpose. 2. Without limiting the generality of Section 9.1, Xcavate makes no representations, warranties, covenants or guarantees to you in respect of any Third Party Service. 10. NO REGULATORY LICENSE OR INSURANCE Xcavate is not authorised or regulated by the Financial Conduct Authority in the United Kingdom and is not subject to regulatory oversight elsewhere. Whilst Xcavate has been accepted to the Financial Conduct Authority’s regulatory sandbox such admittance does not entitle you to any of the protections associated with conducting business with a firm authorised by the Financial Conduct Authority, including the Financial Ombudsman Service or, in the event of our insolvency, the Financial Services Compensation Scheme. Whilst Xcavate may maintain insurance for its own benefit in connection with its business, the insurance, if maintained, is solely for the benefit of Xcavate and does not guarantee or insure any User in any way. 11. RESPONSIBILITIES, LIMITATION OF LIABILITY AND INDEMNITY 1. To the maximum extent permitted by applicable Law, you irrevocably agree and acknowledge that Xcavate does not assume any liability or responsibility for and Xcavate shall not have any liability or responsibility for any Losses directly or indirectly arising out of or related to the Xcavate Services. 2. You hereby agree to release Xcavate from liability for any and all such Losses, and you shall indemnify and save and hold Xcavate harmless from and against all such Losses incurred by you as a result of your use of any Xcavate Services in breach of these Terms, and/or in violation of applicable Law. To the maximum extent permitted by applicable Law, the foregoing indemnity and limitations of liability and releases shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if Xcavate has been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies. 3. To the fullest extent permissible by Law, the maximum aggregate monetary liability of Xcavate under these Terms shall in no event exceed the fees paid by you to Xcavate (if any) in respect of the Xcavate Services in relation to which the liability has arisen. 12. FORCE MAJEURE Xcavate is not responsible for Losses caused by delay or failure of Xcavate including when the delay or failure is due to fires; strikes; floods; power outages or failures; epidemics, pandemics and public health events; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, protocol or internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against by Xcavate. 13. MANDATORY RESOLUTION OF DISPUTES THROUGH ARBITRATION 1. Covered Claims. Except for excluded claims described below in Section 13.2, Xcavate and you each agree that any dispute, claim or controversy arising out of or relating to: (i) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof; or (ii) your use of any Xcavate Services at any time will be subject to and finally resolved by confidential, binding arbitration on an individual basis and not in a class, representative or consolidated action or proceeding. Arbitration will be conducted through the use of videoconferencing technology (unless both parties agree that an in-person hearing is appropriate given the nature of the dispute) before a single arbitrator in accordance with the International Institute for Conflict Prevention and Resolution International Non-Administered Arbitration Rules, as amended from time to time (the “CPR Rules”). The sole arbitrator must be a legal practitioner in the United Kingdom with at least fifteen (15) years of experience in commercial disputes, that holds a current practising certificate. If an arbitrator cannot be jointly appointed by the arbitration parties within thirty (30) days of the commencement of the arbitration, an arbitrator meeting the above qualifications will be selected by the International Institute for Conflict Prevent and Resolution. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. If the arbitral parties do not promptly agree on the seat of arbitration if an in-person hearing is selected, the seat will be the United Kingdom. The language of the arbitral proceedings will be English. No discovery shall be conducted except by agreement of the parties or after approval by the arbitrator, who shall attempt to minimize the burden of discovery. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by Laws, and the arbitral decision may be enforced in court. The prevailing party, as determined by the arbitrator, will be entitled to its costs of the arbitration (including the arbitrator’s fees) and its reasonable attorney’s fees and costs. 2. Excluded Claims. The following claims and causes of action will be excluded from arbitration as described in Section 13.1: causes of action or claims in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of its intellectual property or its confidential information or private data. The Parties shall be at liberty to pursue claims or causes of actions excluded from arbitration through any court of competent jurisdiction. 3. Delegation. The arbitrator will have the power to hear and determine challenges to its jurisdiction, including any objections with respect to the formation, existence, scope, enforceability or validity of the arbitration agreement. This authority extends to jurisdictional challenges with respect to both the subject matter of the dispute and the parties to the arbitration. Further, the arbitrator will have the power to determine the existence, validity, or scope of the contract of which an arbitration clause forms a part. For the purposes of challenges to the jurisdiction of the arbitrator, each clause within this Section 13 will be considered as separable from any contract of which it forms a part. Any challenges to the jurisdiction of the arbitrator, except challenges based on the award itself, will be made not later than the notice of defense or, with respect to a counterclaim, the reply to the counterclaim; provided , however , that if a claim or counterclaim is later added or amended such a challenge may be made not later than the response to such claim or counterclaim as provided under CPR Rules. 4. Class Action Waiver. You and Xcavate expressly intend and agree that: (i) class action and representative action procedures are hereby waived and will not be asserted, nor will they apply, in any arbitration pursuant to these Terms; (ii) neither you nor Xcavate will assert class action or representative action claims against the other in arbitration or otherwise; (iii) each of you and Xcavate will only submit their own, individual claims in arbitration and will not seek to represent the interests of any other Person, or consolidate claims with any other Person; (iv) nothing in these Terms will be interpreted as your or Xcavate’s intent to arbitrate Claims on a class or representative basis; and (v) any relief awarded to any one User cannot and may not affect any other User. No adjudicator may consolidate or join more than one Person’s or Party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. 5. Confidentiality. You and Xcavate will maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Law or judicial decision. 14. MISCELLANEOUS 1. Governing Law. These Terms shall be governed by and construed and enforced in accordance with the Laws of England and Wales and shall be interpreted in all respects as a contract under English law. Any transaction, dispute, controversy, claim or action arising from or related to your access to the Xcavate Services shall be governed by the Laws of England and Wales, exclusive of choice-of-law principles. 2. Not Acting in Partnership. Nothing herein, including the provision of the Xcavate Services, shall be deemed or construed to create a partnership, joint venture, agency relationship or association between you and Xcavate. No Party shall have any right, power or authority to enter into any agreement or undertaking for or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. In providing the Xcavate Services, Xcavate is acting as a service provider, and not an agent, of the User or any other Person. 3. No Waiver; Available Remedies. Any failure by Xcavate to exercise any of its rights, powers, or remedies under these Terms, or any delay by Xcavate in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Xcavate does not prevent it from exercising any other rights, powers, or remedies. The remedies of Xcavate are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms, or by law or equity. You agree that the remedies to which Xcavate is entitled include (i) injunctions to prevent breaches of these Terms and to enforce specifically the terms and provisions hereof, (ii) the right to recover the amount of any Losses by set off against any amounts that Xcavate would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your assets, or your interests therein, that are held by Xcavate. 4. Assignment and Third Party Rights:. These Terms, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of Xcavate and any attempt by you to assign these Terms without Xcavate’s written consent is void. These Terms, and any of the rights, duties, and obligations contained herein, are freely assignable by Xcavate, in whole or in part, without notice or your consent (for clarity, this assignment right includes the right for Xcavate to assign any claim, in whole or in part, arising hereunder). Any attempt by you to assign these Terms without written consent is void. Subject to the foregoing, these Terms, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of Xcavate. None of the provisions of these Terms, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or Xcavate or any other persons, except such as inure to a successor or assign in accordance herewith. No consent of any Person is required for any modification or amendment to these Terms. 5. No Liability for Termination. Xcavate shall not be liable to you or any other Person for termination of your access to the Xcavate Services. 6. Severability. If any provision of these Terms or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms continues in full force and effect. 7. Electronic Communications and Acceptance. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that Xcavate may provide in connection with these Terms through publication on any part of the [which site?] or to your authorized e-mail address on file with Xcavate. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the [site] or on which the e-mail is sent to such authorized e-mail address. These Terms may be accepted by your accessing or using any of the Xcavate Services and it is the intention of the parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms.