Xiha Terms of Use Agreement

September 29, 2006

Xiha is a social networking service that allows, among other things, its members to create personal profiles online and find and communicate with old and new friends. The services offered by Xiha Software ("Xiha Software" or "we") include the xihalife.com website (the "Xiha Website") and any other features, content, or applications offered from time to time by Xiha Software in connection with the Xiha Website (collectively, the "Xiha Services"). The Xiha Services are hosted in the U.S.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Xiha Services. By using the Xiha Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Xiha Website) or you are a "Member" (which means that you have registered with xihalife.com). The term "User" refers to a Visitor or a Member. You are only authorized to use the Xiha Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Xiha Website and discontinue use of the Xiha Services immediately. If you wish to become a Member, communicate with other Members and make use of the Xiha Services, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement includes Xiha Software's policy for acceptable use of the Xiha Services and Content posted on the Xiha Website, your rights, obligations and restrictions regarding your use of the Xiha Services and Xiha Software's Privacy Policy. In order to participate in certain Xiha Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Xiha Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: privacypolicy@xihalife.com, Subject: Terms of Use Agreement.

Xiha Software may modify this Agreement from time to time and such modification shall be effective upon posting by Xiha Software on the Xiha Website. You agree to be bound to any changes to this Agreement when you use the Xiha Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on Xiha Website and that you provide to other Users. Your Xiha Website profile may not include the following items: telephone numbers, street addresses, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other Xiha Website Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Xiha Software assumes no responsibility or liability for this material. If you become aware of misuse of the Xiha Services by any person, please contact Xiha Software or click on the "Report Inappropriate Content" link at the bottom of any Xiha Website page.

Xiha Software reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Xiha Services at any time, for any or no reason, with or without prior notice, and without liability.

  1. Eligibility. Use of and Membership in the Xiha Services is void where prohibited. By using the Xiha Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are over 13 years old; and (d) your use of the Xiha Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 14 years of age.
  2. Term. This Agreement shall remain in full force and effect while you use the Xiha Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. Xiha Software may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-17.
  3. Fees. You acknowledge that Xiha Software reserves the right to charge for the Xiha Services and to change its fees from time to time in its discretion. If Xiha Software terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.
  4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Xiha Software immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
  5. Non-commercial Use by Members. The Xiha Services are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Xiha Software. Illegal and/or unauthorized use of the Xiha Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Xiha Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Xiha Services.
  6. Proprietary Rights in Content on Xiha Website
    1. Xiha Software does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the Xiha Services. After posting your Content to the Xiha Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the Xiha Services, you hereby grant to Xiha Software a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the Xiha Services.

      Without this license, Xiha Software would be unable to provide the Xiha Services. For example, without the right to modify Member Content, Xiha Software would not be able to digitally compress media files that Members submit or otherwise format Content to satisfy technical requirements. The license you grant to Xiha is non-exclusive (meaning you are free to license your Content to anyone else in addition to Xiha Software), fully-paid and royalty-free (meaning that Xiha Software is not required to pay you for the use on the Xiha Services of the Content that you post), sublicensable (so that Xiha Software is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Xiha Services), and worldwide (because the Internet and the Xiha Services are global in reach). This license will terminate at the time you remove your Content from the Xiha Services. The license does not grant Xiha Software the right to sell your Content, nor does the license grant Xiha the right to distribute your Content outside of the Xiha Services.
    2. You represent and warrant that: (i) you own the Content posted by you on or through the Xiha Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Xiha Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Xiha Services.
    3. The Xiha Services contain Content of Xiha Software ("Xiha Software Content"). Xiha Software Content is protected by copyright, trademark, patent, trade secret and other laws, and Xiha Software owns and retains all rights in the Xiha Software Content and the Xiha Services. Xiha Software hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Xiha Software Content (excluding any software code) solely for your personal use in connection with viewing the Xiha Website and using the Xiha Services.
    4. The Xiha Services contain Content of Users and other Xiha Software licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Xiha Services.
  7. Content Posted.
    1. Xiha Software may delete any Content that in the sole judgment of Xiha Software violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Xiha Software assumes no responsibility for monitoring the Xiha Services for inappropriate Content or conduct. If at any time Xiha Software chooses, in its sole discretion, to monitor the Xiha Services, Xiha Software nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
    2. You are solely responsible for the Content that you post on or through any of the Xihae Services, and any material or information that you transmit to other Members and for your interactions with other Users. Xiha Software does not endorse and has no control over the Content. Content is not necessarily reviewed by Xiha Software prior to posting and does not necessarily reflect the opinions or policies of Xiha Software. Xiha Software makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.
  8. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Xiha Services. Xiha Software reserves the right to investigate and take appropriate legal action against anyone who, in Xiha Software's sole discretion, violates this provision, including without limitation, removing the offending communication from the Xiha Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Xiha Software:
    1. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
    2. harasses or advocates harassment of another person;
    3. exploits people in a sexual or violent manner;
    4. contains nudity, violence, or offensive subject matter or contains a link to an adult website;
    5. solicits personal information from anyone under 18;
    6. provides any telephone numbers, street addresses, last names, URLs or email addresses;
    7. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
    8. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
    9. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
    10. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
    11. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
    12. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
    13. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
    14. includes a photograph of another person that you have posted without that person's consent; or

    The following is a partial list of the kind of activity that is illegal or prohibited on the Xiha Website and through your use of the Xiha Services. Xiha Software reserves the right to investigate and take appropriate legal action against anyone who, in Xiha Software's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

    1. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
    2. advertising to, or solicitation of, any Member to buy or sell any products or services through the Xiha Services, except in designated market sections. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Xiha Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Xiha Software reserves the right to restrict the number of messages which a Member may send to other Members in any 24-hour period to a number which Xiha Software deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk messages, instant messages or other unsolicited communications of any kind through the Xiha Services, you acknowledge that you will have caused substantial harm to Xiha Software, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Xiha Software USD $50 for each such unsolicited message or other unsolicited communication you send through the Xiha;
    3. covering or obscuring the banner advertisements on your personal profile page, or any Xiha Website page via HTML/CSS or any other means;
    4. any automated use of the system, such as using scripts to add friends or send comments or messages;
    5. interfering with, disrupting, or creating an undue burden on the Xiha Services or the networks or services connected to the Xiha Services;
    6. attempting to impersonate another Member or person;
    7. using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
    8. selling or otherwise transferring your profile;
    9. using any information obtained from the Xiha Services in order to harass, abuse, or harm another person;
    10. displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Xiha Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, or sending private messages with a commercial purpose; or
    11. using the Xiha Services in a manner inconsistent with any and all applicable laws and regulations.
  9. Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Xiha Software to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of prompt notification to Xiha Software by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Xiha Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Xiha Services, along with a website link if applicable; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Xiha Software's Copyright Agent for notice of claims of copyright infringement can be reached as follows: Facsimile: (815) 366-8167; Attn: Copyright Agent; Email: copyright@xihalife.com.
  10. Member Disputes. You are solely responsible for your interactions with other Xiha Members. Xiha Software reserves the right, but has no obligation, to monitor disputes between you and other Members.
  11. Privacy. Use of the Xiha Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.
  12. Disclaimers. Xiha Software is not responsible for any incorrect or inaccurate Content posted on the Xiha Website or in connection with the Xiha Services, whether caused by Users of the Xiha Services or by any of the equipment or programming associated with or utilized in the Xiha Services. Profiles created and posted by Members on the Xiha Website may contain links to other websites. Xiha Software is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Xiha Software. Inclusion of any linked website on the Xiha Services does not imply approval or endorsement of the linked website by Xiha Software. When you access these third-party sites, you do so at your own risk. Xiha Software.com takes no responsibility for third party advertisements which are posted on this Xiha Website or through the Xiha Services, nor does it take any responsibility for the goods or services provided by its advertisers. Xiha Software is not responsible for the conduct, whether online or offline, of any User of the Xiha Services. Xiha Software assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Xiha Software is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Xiha Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Xiha Services. Under no circumstances shall Xiha Software be responsible for any loss or damage, including personal injury or death, resulting from use of the Xiha Services, attendance at a Xiha Software event, from any Content posted on or through the Xiha Services, or from the conduct of any Users of the Xiha Services, whether online or offline. The Xiha Services are provided "AS-IS" and as available and Xiha Software expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Xiha Software cannot guarantee and does not promise any specific results from use of the Xiha Services.
  13. Limitation on Liability. IN NO EVENT SHALL Xiha SOFTWARE OR ITS OWNERS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF Xiha SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Xiha SOFTWARE'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO Xiha SOFTWARE FOR THE Xiha LIFE SERVICES DURING THE TERM OF MEMBERSHIP.
  14. U.S. Export Controls. Software available in connection with the Xiha Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the Xiha Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
  15. Disputes. If there is any dispute about or involving the Xiha Services, you agree that the dispute shall be governed by the laws of the State of Nevada, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Nevada, City of Las Vegas. Either Xiha Software or you may demand that any dispute between Xiha Software and you about or involving the Xiha Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Las Vegas, Nevada, USA, provided that the foregoing shall not prevent Xiha Software from seeking injunctive relief in a court of competent jurisdiction.
  16. Indemnity. You agree to indemnify and hold Xiha Software, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Xiha Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Xiha Website or through the Xiha Services causes Xiha Software to be liable to another.
  17. Other. This Agreement is accepted upon your use of the Xiha Website or any of the Xiha Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Xiha Software regarding the use of the Xiha Services. The failure of Xiha Software to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Xiha is a trademark of Xiha Software Co., Ltd. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: Contact Xiha Software with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.