Terms of Use

The terms and conditions of use (“Terms of Use”) specified here govern the use of this Website and the services provided through the Website (the “Website Services” by XA INTERACTIVE, INC. xainteractive.com (XA INTERACTIVE, INC.), which owns and operates the Website.

PLEASE READ THE TERMS OF USE CAREFULLY AND IN THEIR ENTIRETY BEFORE CONTINUING TO USE THE WEB SITE.

By using the Website Services, you (sometimes referred to in your status as the “User”) consent to all of the Terms of Use specified here, and agree to be bound by them.

XA INTERACTIVE, INC. reserves the right, at its discretion, to change, modify, add or remove all or part of the Terms of Use at any time (see “UPDATES” below).

The website:

i. the website shall be deemed solely based in the state of Florida in the United States of America; and

ii. the website shall be deemed a passive website that does not give rise to personal jurisdiction over XA INTERACTIVE, INC., either specific or general, in jurisdictions other than the state of Florida. These Terms and Conditions shall be governed by the internal substantive laws of the state of Florida, without respect to its conflict of laws principles. Any claim or dispute between you and XA INTERACTIVE, INC. that arises in whole or in part from the website shall be submitted to binding arbitration under the then in force rules of the American Arbitration Association. These Terms and Conditions, together with the Privacy Notice and any other legal notices published by XA INTERACTIVE, INC. on the website, shall constitute the entire agreement between you and XA INTERACTIVE, INC. concerning the website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction or a binding arbitrator, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and XA INTERACTIVE, INC.’s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. XA INTERACTIVE, INC. reserves the right to amend these Terms and Conditions at any time and without notice, and it is your responsibility to review these Terms and Conditions for any changes. Your use of the website following any amendment of these Terms and Conditions will signify your assent to and acceptance of its revised terms.

YOU AND XA INTERACTIVE, INC. AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

This Website is owned and operated by XA INTERACTIVE, INC.. All of the information and content featured or displayed on the Website (the “Content”), including, but not limited to, listings of officers, representatives, corporate departments and support services, text, graphics, photographs, images, illustrations and software, is owned by or licensed to XA INTERACTIVE, INC. or its partners, sponsors, affiliates, and advertisers.

“XA INTERACTIVE, and “xainteractive.com” website and the XA INTERACTIVE, INC. logo cannot be used by you without our prior specific written permission. Nothing on the Website shall be construed as granting a license or right to use XA INTERACTIVE, INC.’s Trademarks without its permission.

All sales are final and there are no cancellations.

XA INTERACTIVE, INC. reserves the right to update, add, delete, revise and change the Terms of Use at any time. Such changes are effective, and the User is bound by such changes, when the User “clicks” the accept button on the xainteractive.com website, or 30 days from the date the changes are posted to the Website, whichever occurs sooner.

By entering into this Agreement with XA INTERACTIVE, INC. you are subscribing to all email newsletters, email promotions and direct mail promotions produced by XA INTERACTIVE, INC. and its affiliates. You may opt out of our email promotions and newsletter at any time by clicking the unsubscribe link located in our emails. You can also call directly and ask to be removed for any email or direct mail promotions or newsletters. Members and expired members that wish to unsubscribe need to properly select the unsubscribe links on both the newsletter and email promotions separately or contact XA INTERACTIVE, INC. directly to be removed. We value your privacy, neither XA INTERACTIVE, INC. nor its affiliates will sell or rent your contact information to any third parties.

XA INTERACTIVE, INC. requires the User to use the data and information obtained on the Website in compliance with any and all applicable U.S. Federal and State laws, rules and regulations. A person who violates such laws, rules or regulations may be subject to civil and criminal penalties. The User shall abide by current business practices respecting the privacy of consumers and shall not imply to an individual that any specific information is known about that individual.

The User shall keep confidential user names, passwords, contacts, lists, and any other information derived from the User’s use of the website. The User shall not supply or enter anything that is false, defamatory, harmful, viral in nature, vindictive or negative in any way. The User shall not use any information obtained from XA INTERACTIVE, INC. for an illegal purpose or for any purpose that can be reasonably construed as objectionable.

Subject to the User’s acceptance of, and compliance with, the Terms of Use, XA INTERACTIVE, INC. hereby licenses to the User the use of the website and services.

The User shall not:

• copy, alter or change in any way the information contained in, or derived from the website.
• include the name XA INTERACTIVE, INC. in any promotional product.
• participate in any activity deemed to be unacceptable by XA INTERACTIVE, INC..
• participate in any activity that may be construed as damaging, detrimental, or competitive to XA INTERACTIVE, INC..
• interfere with the seeding of the database or the detection of a seed by XA INTERACTIVE, INC..
• sell, assign, publish, distribute, hand out, allocate, issue, dispense, allow any other entity or person access to, or convey any part of the website or any part of any information obtained through the website, without the express written consent of XA INTERACTIVE, INC..

The User shall indemnify and hold XA INTERACTIVE, INC. harmless from any unlawful use, misappropriation, or action arising from the User’s use or reproduction of material obtained from the database.

Any information, software or other material provided to the User by XA INTERACTIVE, INC. is for limited use and shall be confined within the limited use. The User shall not alter or construe the information for the purpose of changing its original meaning or representation.

From time to time, the website may be temporarily inoperable due to essential updating, maintenance, updating of the Terms of Use, modification, investigative procedures or enhancements. In the event of inoperability due to essential updating, maintenance, investigation, modification or enhancements, XA INTERACTIVE, INC. is not liable for the denial of access. XA INTERACTIVE, INC. reserves the right to change any or all of the content of the website. XA INTERACTIVE, INC. reserves the right to change the format or the way a list is viewed or delivered to a User.

The User indemnifies and holds XA INTERACTIVE, INC. harmless from any action taken by any individual or entity against XA INTERACTIVE, INC. or the User arising from the User’s actions.

XA INTERACTIVE, INC. shall obtain and maintain the computer hardware and software necessary to perform its obligations under the Terms of Use. Such hardware and software shall not be dedicated hardware or software. Nothing in the Terms of Use grants the User or any other person any right, title or interest in or to XA INTERACTIVE, INC.’s hardware or software.

THIS WEB SITE AND ITS CONTENT IS PROVIDED “AS IS.” XA INTERACTIVE, INC. EXCLUDES AND DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. XA INTERACTIVE, INC. IS NOT LIABLE FOR DAMAGES OF ANY KIND ARISING FROM USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. THE USER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO THE USER’S USE OF THIS WEBSITE. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER XA INTERACTIVE, INC. NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS ARE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES) ARISING OUT OF USER’S USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF THIS WEBSITE OR THE CONTENT ON THIS WEBSITE, WHETHER OR NOT XA INTERACTIVE, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

XA INTERACTIVE, INC. uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, but it makes no representations or warranties as to the Content’s accuracy, correctness or reliability. XA INTERACTIVE, INC. will not knowingly promote or display inaccurate information, provided it has actual knowledge of its inaccuracy. XA INTERACTIVE, INC. will correct or remove inaccurate information within a reasonable time after receiving actual notice of its inaccuracy.

There may be links to other websites from the XA INTERACTIVE, INC. website. Such other websites are not owned, operated or controlled by XA INTERACTIVE, INC., and XA INTERACTIVE, INC. is not responsible for content contained on any such website or for any loss incurred as the result of a User’s use of such website. The User waives any and all claims against XA INTERACTIVE, INC. regarding its inclusion of links to outside websites or the use of those websites.

XA INTERACTIVE, INC. DOES NOT GUARANTEE RESULTS. IN NO EVENT SHALL XA INTERACTIVE, INC. BE LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSE (INCLUDING LOST PROFITS). THE LIMIT OF XA INTERACTIVE, INC.’s LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) FOR ANY AND ALL CLAIMS RELATED TO THESE TERMS OF USE SHALL NOT IN THE AGGREGATE EXCEED THE FEES PAID TO XA INTERACTIVE, INC. BY THE USER.

The User shall indemnify, defend and hold harmless XA INTERACTIVE, INC. against all third party claims, actions and liabilities (including all reasonable costs, expenses and attorneys’ fees) arising from or in connection with (a) User’s products or services or the content of the User’s Copy, including, without limitation, any claim alleging any violation of a third party’s intellectual property rights; or (b) User’s breach of any of its obligations, representations or warranties under the Terms of Use. XA INTERACTIVE, INC. shall promptly notify the User in writing of all such claims and shall accommodate the User’s reasonable requests for cooperation and information.

XA INTERACTIVE, INC. and the User are independent contractors, and there is no partnership or agency relationship between them.

A user of this website (the “Site”) is prohibited from violating or attempting to violate the security of the Site, by (a) accessing information not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including but not limited to, submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing.”

The user understands that for security purposes and to ensure that the Site remains available to all users, all network traffic is monitored to identify unauthorized attempts to upload or change information, or otherwise cause damage or conduct criminal activity. To protect the Site from unauthorized use and to ensure that the Site and the XA INTERACTIVE, INC. Systems (the “Systems”) are functioning properly, a user is subject to having its activities monitored and recorded by authorized personnel. Anyone using this Site or the Systems expressly consents to such monitoring and acknowledges that if such monitoring reveals evidence of possible abuse or criminal activity, XA INTERACTIVE, INC. may provide the results of such monitoring to the appropriate government officials. Except for users who voluntarily provide XA INTERACTIVE, INC. with personally-identifying information and except for authorized enforcement investigations, no attempt is made to identify individual users or their usage habits.

Violations of Site or System security may result in civil or criminal liability. XA INTERACTIVE, INC. will investigate occurrences that may involve such violations and will cooperate with law enforcement authorities in prosecuting a user involved in such violations. A user shall not use any device, software, script or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site. A user shall not use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site, other than the search engine and search agents available from XA INTERACTIVE, INC. and other generally-available third party web browsers (for example, Google Chrome, Microsoft Explorer, Mozilla Firefox).

A “Force Majeure Event” means an act or event, whether foreseen or unforeseen, that meets all three of these tests: (1) the act or event prevents a party (the “Nonperforming Party”), in whole or in part, from performing its obligations under the Terms of Use or satisfying any conditions to the other party’s obligations under the Terms of Use (the other party being referred to as the “Performing Party”); (2) the act or event is beyond the reasonable control of and not the fault of the Nonperforming Party; (3) the Nonperforming Party is unable to avoid or overcome the act or event by the exercise of due diligence. In furtherance of the definition of Force Majeure Event and not in limitation of that definition, each of the following acts and events is deemed to meet the foregoing tests and to be a Force Majeure Event: war, flood, lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon, tornado, explosion, civil disturbance, act of God or the public enemy, terrorist act, military action, epidemic, famine or plague, shipwreck, action of a court or public authority, unavailability of materials, equipment or other items that is caused by a Force Majeure Event, or strike, worktorule action, goslow or similar labor difficulty, each on an industrywide, regionwide or nationwide basis. Economic hardship, changes in market conditions or insufficiency of funds are not Force Majeure Events.

If a Force Majeure Event occurs, the Nonperforming party is excused from (i) whatever performance is prevented by the Force Majeure Event to the extent prevented; and (ii) satisfying whatever conditions precedent to the Performing Party’s obligations that cannot be satisfied, to the extent they cannot be satisfied. However, a Force Majeure Event does not excuse any obligation by the User to make any payment required under the Terms of Use

The relief offered by this force majeure provision is the exclusive remedy available to the Nonperforming Party with respect to a Force Majeure Event. The parties waive the common law defenses of impossibility and impracticability with respect to the Force Majeure Events and any event or act that might be deemed a Force Majeure Event under the common law.

Specific Performance. The User recognizes that a breach of this agreement by the User will cause irreparable injury and that money damages may be inadequate to remedy the injury to XA INTERACTIVE, INC.. Therefore, in the event of a breach or threatened breach of this agreement, XA INTERACTIVE, INC. is entitled to equitable relief, including injunctive relief and specific performance, without the posting of a bond or other security, and without proof of actual damages.

No Third-Party Rights. Nothing in the Terms of Use creates any right in any person not a party to the Terms of Use, and the Terms of Use shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

Complete Agreement. The Terms of Use constitute the final agreement between a User and XA INTERACTIVE, INC.. It is the complete and exclusive expression of the parties’ agreement on the matters contained in the Terms of Use. In the event of a conflict between the Terms of Use and any other document (including, without limitation, any invoice, insertion order, or purchase order), the Terms of Use shall govern. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in the Terms of Use are expressly merged into and superseded by the Terms of Use. The Terms of Use may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this agreement, the User has not relied upon any statement, representation, warranty, or agreement, except for those expressly contained in the Terms of Use. There are no conditions precedent to the effectiveness of the Terms of Use other than those expressly stated in the Terms of Use.

Severability of Provisions. If any provision of the Terms of Use is determined to be invalid, illegal or unenforceable, the remaining provisions of the Terms of Use remain in full force and effect, if the essential terms and conditions of the Terms of Use for each party remain valid, legal and enforceable.

Waiver. No provision in the Terms of Use agreement may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. No failure or delay in (i) exercising any right or remedy, or (ii) requiring the satisfaction of any condition under this agreement, and no course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purposes that it is given, and is not to be construed as a waiver on a future occasion or against any other person. To the extent any course of dealing, act, omission, failure, or delay in exercising any right or remedy under this agreement constitutes the election of an inconsistent remedy, that election does not (i) constitute a waiver of any right or remedy, or (ii) limit or prevent the subsequent enforcement of any contract provision. No single or partial exercise of any right or remedy under the Terms of Use precludes the simultaneous or subsequent exercise of any other right or remedy. The rights and remedies of XA INTERACTIVE, INC. set forth in the Terms of Use are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity, or by statute.

Applicable Law. The laws of the State of Florida (without giving effect to its conflicts-of-law principles) govern all matters arising out of or relating to the Terms of Use and all of the transactions they contemplate, including, without limitation, the validity, interpretation, construction, performance and enforcement of the Terms of Use.

Jurisdiction and Venue. A User bringing a legal action or proceeding against XA INTERACTIVE, INC. arising out of or relating to this agreement or the transactions it contemplates shall bring the legal action or proceedings in either the United States District Court for the Middle District,, or in any court of the State of Florida sitting in Orange County.

The User consents and submits to the exclusive jurisdiction of (i) the United States District Court for the Middle District and its appellate courts, and (ii) any court of the State of Florida sitting in Orange County and its appellate courts, for the purpose of all legal actions and proceedings arising out of or relating to the Terms of Use or the transactions they contemplate.

The User waives, to the fullest extent permitted by law, (i) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this agreement and all of the transactions it contemplates, brought in the United States District Court for the Middle District of Florida or any court of the State of Florida sitting in Orange County; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

Notices. Notices by XA INTERACTIVE, INC. to a User may be given by means of electronic messages through the Website, by a general posting on the Website, or by conventional email. Notices by a User to XA INTERACTIVE, INC. may be given by electronic messages, conventional mail, telephone or fax, unless otherwise specified in these Terms of Use.

Binding Provisions. The Terms of Use bind, and inure to the benefit of, the parties and their respective heirs, executors, administrators, personal and legal representatives, affiliates, successors, and permitted assigns.

Assignment. The User shall not assign its rights or obligations under the Terms of Use the prior written consent of XA INTERACTIVE, INC..

Headings. The descriptive headings of the sections and subsections of the Terms of Use are for convenience only, and do not affect the interpretation or construction of the Terms of Use.

This Safe Harbor Privacy Policy (the “Policy”) sets forth the privacy principles that XA INTERACTIVE, INC. follows with respect to Personal Data transferred from the European Union (EU) to the United States. XA INTERACTIVE, INC. adheres to the Safe Harbor Principles and Frequently Asked Questions published by the U.S. Department of Commerce (collectively referred to as the “Principles”) at http://export.gov/safeharbor/ with respect to all such data, and will selfcertify to the U.S. Department of Commerce compliance with the Principles. If there is a conflict between the policies in this statement and the Principles, the Principles shall govern. This statement outlines the general policy and practices for implementing the Principles, including the types of information XA INTERACTIVE, INC. gathers, how the information is used, and the choices affected individuals have regarding XA INTERACTIVE, INC.’s use of, and their ability to correct, that information.

The EU adopted the Directive on Data Protection (the “EU Directive”), which requires EU member states to adopt laws protecting Personal Data collected within their borders. These laws must, among other provisions, restrict the transfer of Personal Data only to countries that have data protection laws deemed “adequate” under standards established in the EU Directive. The U.S. Department of Commerce and the European Commission have agreed on the Principles to enable U.S. Companies to satisfy the requirement under EU law that adequate protection be given to Personal Data transferred from the EU to the U.S.

“xainteractive.com” means XA INTERACTIVE, INC., a Florida corporation, and its domestic and foreign subsidiaries, divisions, groups, and affiliates.

“Identifiable Person” means a natural person that is or can be identified, directly or indirectly, as a particular person by reference to an identification number or to one or more aspects of the person’s physical, physiological, mental, economic, cultural or social identity. Identifiable Persons may include any employee, applicant, former employee, or retiree of XA Interactive, Inc., its operating divisions, or subsidiaries in the EU.

“Personal Data”

• is any information about an Identifiable Person that is within the scope of the EU Directive;
• is received by XA INTERACTIVE, INC. in the U.S. from the EU;
• is recorded in any form;
• is about, or pertains to, a specific individual; and can be linked to that individual.

Personal Data does not include information that is encoded, made anonymous, or publicly available information that has not been combined with nonpublic Personal Data.

“Processing” means any online, offline or manual processing and includes such activities as copying, filing, and inputting Personal Data into a database.

“Sensitive Data” is data that pertains to medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, sexual orientation or any other data that is identified as “sensitive” by the Identifiable Person.

This Privacy Policy is published on the web at https://xainteractive.com/privacy.

Where XA INTERACTIVE, INC. collects Personal Data directly from Identifiable Persons in the EU, it will inform them about the type of Personal Data collected, the purposes for which it collects and uses the Personal Data, the types of nonagent third parties to which XA INTERACTIVE, INC. discloses or may disclose that information, and the choices and means, if any, XA INTERACTIVE, INC. offers individuals for limiting the use and disclosure of their Personal Data. Notice will be provided in a clear and conspicuous language when individuals are first asked to provide Personal Data to XA INTERACTIVE, INC., or as soon as practicable thereafter, and in any event before XA INTERACTIVE, INC. uses or discloses the information for a purpose other than that for which it was originally collected. Where XA INTERACTIVE, INC. receives Personal Data from their subsidiaries or operating divisions in the EU, it will use and disclose such information in accordance with the notices provided by such entities and the choices made by the individuals to which the Personal Data relates.

To the extent practical and appropriate, XA INTERACTIVE, INC. collects Personal Data directly from the Identifiable Person. In those cases where XA INTERACTIVE, INC. collects Personal Data from other persons, it takes measures to respect the privacy preferences of the Identifiable Persons. Examples of when XA INTERACTIVE, INC. may seek information from others include, without limitation, evaluating employees, recruiting, benefit administration and succession planning.

XA INTERACTIVE, INC. will offer Identifiable Person(s) the opportunity to choose (optout) whether their Personal Data is (a) to be disclosed to a nonagent third party or (b) to be used for a purpose other than the purpose for which it was originally collected or subsequently authorized by the individual. In addition, where consent of Identifiable Persons or their representatives is required by law, contract or agreement for the collection, use, or disclosure of Personal Data, XA INTERACTIVE, INC. will request such consent and respect the Identifiable Person’s choice in such matters.

In certain limited or exceptional circumstances, in accordance with the Safe Harbor Principles, XA INTERACTIVE, INC. may disclose Personal Data without notice or the consent of the Identifiable Person. For example, this may occur when XA INTERACTIVE, INC. is required to disclose information by law or legal process or in the vital interests of the Identifiable Person, such as when life or health are at stake.

Except as provided by the Safe Harbor Principles or applicable law, an Identifiable Person must give affirmative permission (opt in consent) before XA INTERACTIVE, INC. will disclose Sensitive Data to a third party or use Sensitive Data for a purpose other than those for which it was originally collected or subsequently authorized by the Identifiable Person. XA INTERACTIVE, INC. will provide Identifiable Persons with reasonable mechanisms to exercise their choices.

XA INTERACTIVE, INC. may transfer Personal Data across state and country borders. XA INTERACTIVE, INC. will comply with the provisions of this Privacy Policy in any such transfer.

XA INTERACTIVE, INC. takes commercially reasonable precautions to protect Personal Data against loss, misuse and unauthorized access, disclosure, alteration, destruction and theft. These precautions include password protections for online information systems and restricted access to Personal Data. Employees and users are responsible for assisting to maintain security through safeguarding Personal Data, e.g., by protecting passwords used to access XA INTERACTIVE, INC.’s computer systems, by keeping paper records under lock and key when not in use, and by disposing of files and reports no longer needed in a secure manner.

XA INTERACTIVE, INC. takes reasonable steps to keep Personal Data accurate, complete, and uptodate. Each Identifiable Person is responsible for informing XA INTERACTIVE, INC. or its EU affiliates or subsidiaries of any changes in Personal Data so that the information that XA INTERACTIVE, INC. possesses about him or her is accurate, complete and uptodate. XA INTERACTIVE, INC. retains Personal Data only as long as necessary to meet the purposes for which it was collected or as required by law, contractual agreement or the Safe Harbor Principles. XA INTERACTIVE, INC. uses reasonable procedures, following retention guidelines, to ensure that it archives or destroys Personal Data no longer required for the purposes for which it was originally collected, unless otherwise agreed to by the Identifiable Person.

XA INTERACTIVE, INC. provides Identifiable Persons with a reasonable opportunity to examine their Personal Data, to challenge its accuracy and to have it corrected, amended or deleted as appropriate, subject to certain exceptions. Upon request, Identifiable Persons will be given reasonable access to the Personal Data XA INTERACTIVE, INC. possesses about them. Reasonable access means that requests for access are made during normal business hours, following XA INTERACTIVE, INC. standard procedures, and that the frequency of access requests is not excessive. If an Identifiable Person is denied access to Personal Data, XA INTERACTIVE, INC. will provide such Identifiable Person with the reason(s) for denying access and a contact point for further inquiries. If the Identifiable Person notifies XA INTERACTIVE, INC. that the Personal Data on file is incorrect and provides XA INTERACTIVE, INC. with appropriate supporting documentation, XA INTERACTIVE, INC. will either correct the Personal Data or direct the Identifiable Person to the source of the information for correction. If, upon review, XA INTERACTIVE, INC. believes that the existing Personal Data is correct, XA INTERACTIVE, INC. will inform the Identifiable Person. If the Identifiable Person continues to dispute the accuracy of the Personal Data, XA INTERACTIVE, INC. will note that dispute in the record of the Identifiable Person contained in the XA INTERACTIVE, INC. database upon written request.

The Safe Harbor Principles provide for some exceptions to the obligation to provide access to Personal Data. Access to confidential or proprietary information, such as business reorganization or succession plans, or where granting access has to be balanced against the privacy interests of others, may be restricted. In addition, access may be denied when the information requested relates to an ongoing investigation, litigation or potential litigation, where the burden or expense of providing access would be disproportionate to the risks to the privacy of the Identifiable Person or when the rights of persons other than the Identifiable Person would be violated.

Identifiable Persons may contact the Legal Department at XA INTERACTIVE, INC.’s Corporate Headquarters in Orlando, Florida, U.S.A. to submit data access requests, register complaints or address any other relevant issues under the Safe Harbor Principles. It is the responsibility of all employees to act in accordance with the Privacy Policy and obligations with respect to Personal Data. Failure to do so may result in disciplinary action, if warranted, up to and including termination of employment. XA INTERACTIVE, INC. is committed to assisting Identifiable Persons in protecting their privacy and in exercising their rights under this Privacy Policy and applicable laws. Identifiable Persons making complaints or reporting potential violations of the Privacy Policy shall not be subject to any form of retaliation. In addition, reports of potential violations may be made on an anonymous basis. For complaints that cannot be resolved between XA INTERACTIVE, INC. and the complainant, XA INTERACTIVE, INC. commits to cooperate with the Data Protection Authorities (DPAs) of the EU countries in the investigation and resolution of complaints and will comply with any advice given by DPAs.

The Chief Executive Officer of XA INTERACTIVE, INC. is responsible for:

• Ensuring that the privacy guidelines, programs, procedures, training and other measures necessary to implement the Privacy Policy are developed and put into practice;
• Overseeing responses to inquiries and resolutions of complaints relating to the privacy of Identifiable Persons;
• Working with XA INTERACTIVE, INC.’s legal department to ensure XA INTERACTIVE, INC.’s ongoing compliance with applicable privacy laws and agreements, as well as any obligations XA INTERACTIVE, INC. may enter into voluntarily, such as the Safe Harbor Principles; and overseeing annual assessments of XA INTERACTIVE, INC. internal practices to ensure that they conform to the Privacy Policy and related company obligations.

This policy may be amended from time to time, consistent with the requirements of the Safe Harbor Principles. A notice of any amendment will be posted on XA INTERACTIVE, INC.’s web page at www.xainteractive.com.