4. Proprietary Rights

4.1. Ownership:

4.1.1. The Services, Site, and all technology, content, data, and other materials used, displayed or provided or received by you in connection with the Services or Site (“XREX Materials”) together with all intellectual property rights in any of the foregoing are, as between you and us, owned by XREX.

4.2. Limitation:

4.2.1. You may use the XREX Materials solely as authorized by us in connection with your use of the Services for as long as we permit you to continue to access the Services. Without limiting the foregoing, you will not:

4.2.1.1. resell, lease, lend, share, distribute, or otherwise permit any third party to use the Site, Services, or XREX Materials or use the Site, Services or XREX Materials in any service bureau environment;

4.2.1.2. modify or create derivative works of the Site, Services, or XREX Materials, or any portion thereof or any data or information received by you in connection therewith;

4.2.1.3. frame, display, or incorporate the Site, Services, or XREX Materials in any website or any other work of authorship;

4.2.1.4. decompile, disassemble, reverse engineer or attempt to discover the source code of the Site, Services, or XREX Materials;

4.2.1.5. use the Site, Services or XREX Materials to design, develop or create any competing product or service; or

4.2.1.6. otherwise use the Site, Services, or XREX Materials for any commercial or noncommercial purpose other than their intended purposes determined at our discretion.

4.3. Intellectual Property:

4.3.1. Any product or service names, logos, and other marks used on the Site or XREX Materials, or otherwise in connection with the Services, are intellectual property owned by XREX Inc. or its licensors. You may not copy, imitate, or use them without our prior written consent.

4.4. Feedback:

4.4.1. XREX will own any feedback, suggestions, ideas, or other information or materials regarding XREX or the Services that you provide, whether by email, posting through the Services, or otherwise (“Feedback”). You hereby assign to XREX Inc. all rights, title, and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgement or compensation based on any Feedback or any modifications made based on any Feedback.

4.5. User Content:

4.5.1. You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to us using the Services or submit or post to the Site and that is not Feedback owned by us (the “User Content”). You represent and warrant that:

4.5.1.1. you own the User Content or have the right to grant the rights and licenses in these Terms, and

4.5.1.2. the User Content and use by XREX of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party. We may remove any User Content from the Site for any reason at our discretion.

4.6. Third-Party Content:

4.6.1. In using the Services, you may view content provided by third parties (“Third-Party Content”). XREX does not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. XREX is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.