Last Modified: March 10, 2022
Welcome to the Xactly Community (“Community”)! The Community is made up of Xactly Corporation ("Xactly") users, partners, and employees and serves as a go-to destination for Xactly product know-how, documentation, peer-to-peer support, and thought leadership on best practices.
“Community Content” means all content, including without limitation all material, language, data, information, and images, provided through or disclosed by use of the Community, whether by us, our customers, or other users of the Community. Community Content does not include Your Content.
“Xactly Community Guidelines” or “Community Guidelines” means the policies applicable to users of the Xactly Community which we have published at https://community.Xactly.com/t5/Guidelines-Announcements/Community-Guidelines/td-p/4.com, or another website we designate.
“Xactly Community” or “Community” means the online community accessible at community.xactlycorp.com, or another website as designated by Xactly.
"Sensitive Information" means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar government identifiers; employment, financial or health information, including any information subject to specialized regulations, laws, or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.
"Third-Party Products" means products and professional services that are not provided by Xactly but instead provided by third parties which may interoperate with or be used in connection with the Xactly products.
"Third-Party Sites" means third-party websites that are not owned by Xactly which may be linked from within or accessed through the Community.
"Xactly", "we", "us", or “our” means Xactly Corporation. and our affiliates.
“Xactly Service Offerings” means (a) the online, web-based application that may be provided by Xactly via https://www.xactlycorp.com or other designated websites or IP addresses; and (b) consulting, implementation, strategic advice, technical services, training, educational services, and support services; in each case, as may be offered by Xactly subject to a separate agreement.
"You" or "your" means the person or entity using the Community.
"Your Content” means all content, including without limitation all material, language, data, information, and images, provided through or disclosed by use of the Community, by you.
2. Access to the Xactly Community
You are solely responsible for the security and confidentiality of the log-in credentials used to access the Community. You are responsible for all activity that occurs in your account in the Community. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of Your Content; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Community, and notify Xactly promptly at email@example.com of any such unauthorized access or use; (iii) comply with all applicable laws in using the Community and (iv) not provide Xactly with any Sensitive Information.
You may not use Community log-in credentials that: (i) belong to someone else, (ii) impersonates another person, (iii) is misleading, (iv) violates any intellectual property or other proprietary rights of a third party or of Xactly, (v) is vulgar or offensive, or (vi) we reject, which we may choose to do in our sole and absolute discretion.
3. Your Conduct and Content
a. Usage Guidelines. You must review and follow the Community Guidelines.
b. Acceptable Use. You will use the Community to discuss Xactly and Xactly Service Offerings with other Xactly users, and will not use it for solicitation or advertising purposes.
You may not disclose or exchange any private or personal information or other confidential information within the Community.
You shall not (i) modify, copy, display, republish or create derivative works based on the Community, Community Content, Xactly Service Offerings or the underlying software; (ii) frame, scrape, link to or mirror any content forming part of the Community; (iii) reverse engineer the Community; (iv) access the Community in order to build a competitive product or service, or copy any ideas, features, functions or graphics of Xactly, the Community or Xactly Service Offerings; (v) license, sublicense, sell, resell, rent, lease, transfer, assign distribute, time share or otherwise commercially exploit or make the Community or Community Content available to any third party; (vi) use the Community to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vii) use the Community to disclose or exchange any content that infringes or violates any third party property, privacy or other rights; (viii) engage in conduct within the Community that is threatening, abusive, harassing, stalking, defamatory;
You represent and warrant to Xactly that: (a) you own or otherwise have sufficient rights in the Your Content to grant to Xactly the rights to use the Your Content as granted herein, and (b) you will not provide any false information to gain access to the Community.
d. Claims of Copyright Infringement. We respect the intellectual property rights of others, and we ask our users to do the same. We may, in our sole discretion, suspend the access or terminate the accounts of users who violate others' intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement within the Community, please contact us at firstname.lastname@example.org.
e. Our Use of Your Content. You grant to us a non-exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, license, and all other rights and permissions necessary to copy, display, modify, retain, reproduce, disseminate, disclose, distribute and otherwise use Your Content for any purpose permitted under applicable law. . In addition, we may edit or remove Your Content, or block or disable replies on a topic, at any time at our sole discretion. You further hereby assign to Xactly any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to the Community the Xactly Service Offerings or any of Xactly’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) (“Xactly Technology”)and hereby grants Xactly a royalty-free, worldwide, transferable, sublicensable, irrevocable perpetual license to use or incorporate such into the Community or the Xactly Service Offerings. Xactly may use such submissions as it deems appropriate in its sole discretion.
4. Xactly’s Proprietary Rights
5. Third-Party Sites and Products
7. Term and Termination
8. Confidential Information
10. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. EXCEPT AS LIMITED BY APPLICABLE LAW YOU UNDERSTAND AND AGREE THAT THE COMMUNITY AND COMMUNITY CONTENT IS PROVIDED "AS IS" AND XACTLY, ITS AFFILIATES, SUPPLIERS, RESELLERS, AND ITS LICENSORS MAKE NO WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE COMMUNITY, OR THE COMMUNITY CONTENT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIS) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COMMUNITY AND COMMUNITY CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES, INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION HOWEVER ARISING AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
d. Third Party Products and Sites. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS AND THIRD-PARTY SITES
b. Applicable Law. This Agreement shall be governed by the laws of the state of California, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue, and jurisdiction of such action shall be in the state and federal courts in California.
c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
e. Compliance with Applicable Laws. You shall comply with all applicable laws (including without limitation, export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Community and Community Content and the Xactly Service Offerings. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Community Content or the Xactly Service Offerings to prohibited countries or individuals or permit the use of the Community Content or the Xactly products and services by prohibited countries or individuals.
f. Correction of Errors and Inaccuracies. The Community Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. We, therefore, reserve the right to correct any errors, inaccuracies, or omissions and to change or update the Community Content and Your Content at any time without prior notice. However, we do not guarantee that any errors, inaccuracies, or omissions will be corrected.
To Xactly, Inc.: Xactly, Inc. 221 Saratoga, Los Gatos Road, Los Gatos, CA 95030 Attention: General Counsel
To you: this will be sent to your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you.
j. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
k. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
l. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Your Conduct and Content’, ‘Xactly’s Proprietary Rights’, ‘Confidential Information’ ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, and ‘General’.