1.1 Agreement – By purchasing the Xeroom software licence (Xeroom Plugin) and any additional services from us Xeroom Ltd of 22 Harrison Close, Twyford, England, RG10 0LL (Xeroom), you as the Customer, agree to the following standard terms and conditions of supply listed below. In layman’s terms these state that Xeroom has been developed by professional Woocommerce developers and has been tested for standard configurations of WooCommerce and Xero using the default theme. It has not been tested for systems which have other plugins, different themes, customisations of Woocommerce or add-ins to Xero installed. We provide it in good faith and recommend that it should be tested fully before being deployed on a live production system by an IT professional. Xeroom cannot be held liable for any bugs, errors, failures to work as intended or any costs, remedies or financial losses arising from the use or failure of it.
1.2 Software Integration & Testing – Xeroom makes no warranty, express or implied, as to the “fitness of purpose” of the Xeroom Plugin software supplied nor its completeness and efficacy. Xeroom warrants that the Xeroom Plugin has been fully tested with certain versions of Xero, Word Press, WooCommerce, php and ioncube decoder and is periodically but not fully retested with subsequent releases and versions of these. It has not been tested with all versions and no warranty is given that later releases of Xeroom will still continue to work with earlier versions, which in time will not be supported. It is the responsibility of the Customer to satisfy himself that the Xeroom Plugin is installed and integrated correctly by adequate testing on the Customer’s own staging (ie test environment) and/or live (ie production environment) systems. Certain features that work at the time of purchase may not work for a period of time or at a later date due to the continual upgrading nature of the dependent software from the 3 parties Xero, Woocommerce and WordPress. Xeroom provides its software in good faith but is not responsible for any costs or damages (direct or otherwise) arising from the use of it’s software due to failure of the software, bugs or interaction with other plugins or any other cause that might result in the software not working as intended. Xeroom is also not responsible for any costs in upgrading the Customer’s system.
1.3 Support – Customers are provided with support by email for duration of a valid licence, on a “best endeavours” basis, which usually means within 1-2 working days for a response. Support is provided on the basis that the Customer provides the requested information about his/her system, software versions, Xeroom settings along with adequate screenshots in order to describe the issue. The Customer agrees to use their own competent and skilled IT and Xero bookkeeping professionals to help resolve support issues. In certain exception circumstances Xeroom may request access to the Customer’s own Woocommerce and Xero systems in order to investigate an issue. In such an instance Xeroom staff will respect the confidentiality of any data as per the separate standard Non-Disclosure Agreement. No liability will arise to Xeroom if such investigation accidentally causes any loss of data or incident with the Customer’s production system. In any case Xeroom staff will limit their activity to the Xeroom plugin and observing its operation using test products and test orders. They will avoid touching any settings or disabling any plugin or theme. No warranty is given that exact cause of the support issue will be identified or resolved. No warranty is given as to if and when any bugs identified will be provided with fixes. No training or education on Woocommerce, WordPress or Xero and their features and operations will be requested by the Customer or provided by Xeroom under the guise of support.
1.4 Refunds – Xeroom offers a 30-day money-back refund warranty but no refunds on any services whether provided or not. Please bear in mind that Xeroom brings together three complex systems and is not intended to be a solution that provides everything an enterprise will need or to give what a bespoke solution that would cost 10-100 times the price. We will try to resolve any issues that arise during installation and testing with no extra charges, but recognise that it may well require input of your time and patience to complete the testing to your satisfaction.
1.5 Software End User Licence Agreement (EULA) – The Xeroom Plugin is not free and may not be copied, distributed or resold but is available for use under a paid annual licence. It’s use is subject to this EULA and by installing it you agree to its terms and conditions.
Warranties & Liabilities
2.1 Xeroom warrants to the Customer that the the Xeroom Plugin will not breach any laws, statutes or regulations applicable under English law.
2.2 Xeroom warrants to the Customer that the the Xeroom Plugin will not infringe the Intellectual Property Rights of any person.
2.3 If any third party alleges that the use of the the Xeroom Plugin infringes any person’s Intellectual Property Rights then Xeroom may at its own cost and expense modify its Plugin in such a way that it no longer infringes them.
2.4 All of the parties’ warranties and representations in respect of the subject matter of this agreement are expressly set out here. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter will be implied into this agreement or any related contract.
Acknowledgements and Warranty Limitations
2.5 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this AGREEMENT, Xeroom gives no warranty or representations whatsoever including that the the Xeroom Plugin will be wholly free from defects, errors and bugs.
2.6 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; Xeroom gives no warranty or representation that the the Xeroom Plugin will be entirely secure.
2.7 The Customer acknowledges that the Xeroom Plugin is only designed to be compatible with that software specified as compatible in The Xeroom Plugin Specification; and Xeroom does not warrant or represent that the Xeroom Plugin will be compatible with any other software.
2.8 The Customer acknowledges that Xeroom will not provide any legal, financial, accountancy or taxation advice under this AGREEMENT or in relation to the the Xeroom Plugin; and Xeroom does not warrant or represent that the the Xeroom Plugin or the use of the Xeroom Plugin by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
3.1 The Customer shall indemnify and shall keep indemnified Xeroom against any and all liabilities, damages, losses, costs and expenses suffered or incurred by Xeroom and arising directly or indirectly as a result of any breach by the Customer of this AGREEMENT.
Limitations and exclusions of liability
4.1 The limitations and exclusions of liability set out in this Clause and elsewhere in this AGREEMENT govern all liabilities arising under this AGREEMENT or relating to the subject matter of this AGREEMENT, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this AGREEMENT.
4.2 Xeroom will not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
4.3 Xeroom will not be liable to the Customer in respect of any loss of profits, anticipated savings, any loss of revenue or income, of any loss of business, contracts or opportunities.
4.4 Xeroom will not be liable to the Customer in respect of any loss or corruption of any data, database or software.
4.5 Xeroom will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
4.6 The total liability of Xeroom to the Customer under this AGREEMENT in respect of any event or series of related events shall not exceed the total amount paid by the Customer.
This Website Use and Other Terms
Terms of Service:
Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Xeroom, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 18 years old.
- Your xeroom.com Account and Site. If you create a blog/site on the Website, you are responsible for maintaining the security of your account and blog, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the blog. You must not describe or assign keywords to your blog in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Xeroom may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Xeroom liability. You must immediately notify Xeroom of any unauthorized uses of your blog, your account or any other breaches of security. Xeroom will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
- Responsibility of Contributors. If you operate a blog, comment on a blog, post material to
the Website, post links on the Website, or otherwise make (or allow any third party to make) material
available by means of the Website (any such material, "Content"), You are entirely responsible for
the content of, and any harm resulting from, that Content. That is the case regardless of whether the
Content in question constitutes text, graphics, an audio file, or computer software. By making Content
available, you represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
- your blog is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
- your blog is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your blog's URL or name is not the name of a person other than yourself or company other than your own; and
- you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Xeroom or otherwise.
By submitting Content to Xeroom for inclusion on your Website, you grant Xeroom a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your blog. If you delete Content, Xeroom will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, Xeroom has the right (though not the obligation) to, in Xeroom's sole discretion (i) refuse or remove any content that, in Xeroom's reasonable opinion, violates any Xeroom policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Xeroom's sole discretion. Xeroom will have no obligation to provide a refund of any amounts previously paid.
- Payment and Renewal.
- General Terms.
By selecting a product or service, you agree to pay Xeroom the one-time and/or monthly or annual subscription fees indicated (additional payment terms may be included in other communications). Subscription payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Payments are not refundable.
- Automatic Renewal.
Unless you notify Xeroom before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time by submitting your request to Xeroom in writing.
- General Terms.
- Fees; Payment. By signing up for a Services account you agree to pay Xeroom the applicable setup fees and recurring fees. Applicable fees will be invoiced starting from the day your services are established and in advance of using such services. Xeroom reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Services can be canceled by you at anytime on thirty (30) days written notice to Xeroom.
- Support. If your service includes access to priority email support. "Email support" means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by Xeroom to respond within two business days) concerning the use of the VIP Services. "Priority" means that support takes priority over support for users of the standard or free xeroom.com services. All support will be provided in accordance with Xeroom standard services practices, procedures and policies.
- Responsibility of Website Visitors. Xeroom has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, Xeroom does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Xeroom disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
- Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which xeroom.com links, and that link to xeroom.com. Xeroom does not have any control over those non-Xeroom websites and webpages, and is not responsible for their contents or their use. By linking to a non-Xeroom website or webpage, Xeroom does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Xeroom disclaims any responsibility for any harm resulting from your use of non-Xeroom websites and webpages.
- Copyright Infringement and DMCA Policy. As Xeroom asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by xeroom.com violates your copyright, you are encouraged to notify Xeroom in accordance with Xeroom's Digital Millennium Copyright Act ("DMCA") Policy. Xeroom will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Xeroom will terminate a visitor's access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Xeroom or others. In the case of such termination, Xeroom will have no obligation to provide a refund of any amounts previously paid to Xeroom.
- Intellectual Property. This Agreement does not transfer from Xeroom to you any Xeroom or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Xeroom. Xeroom, xeroom.com, the xeroom.com logo, and all other trademarks, service marks, graphics and logos used in connection with xeroom.com, or the Website are trademarks or registered trademarks of Xeroom or Xeroom's licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Xeroom or third-party trademarks.
- Advertisements. Xeroom reserves the right to display advertisements on your blog unless you have purchased an ad-free account.
- Attribution. Xeroom reserves the right to display attribution links such as 'Blog at xeroom.com,' theme author, and font attribution in your blog footer or toolbar.
- Partner Products. By activating a partner product (e.g. theme) from one of our partners, you agree to that partner's terms of service. You can opt out of their terms of service at any time by de-activating the partner product.
- Domain Names. If you are registering a domain name, using or transferring a previously registered domain name, you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN"), including their Registration Rights and Responsibilities.
- Changes. Xeroom reserves the right, at its sole discretion, to modify
or replace any
part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your
continued use of or access to the Website following the posting of any changes to this Agreement constitutes
acceptance of those changes. Xeroom may also, in the future, offer new services and/or
through the Website (including, the release of new tools and resources). Such new features and/or services
shall be subject to the terms and conditions of this Agreement.
- Termination. Xeroom may terminate your access to all or any part of
the Website at
any time, with or without cause, with or without notice, effective immediately. If you wish to terminate
this Agreement or your xeroom.com account (if you have one), you may simply
Website. Notwithstanding the foregoing, if you have a paid services account, such account can only be
terminated by Xeroom if you materially breach this Agreement and fail to cure such
thirty (30) days from Xeroom's notice to you thereof;
provided that, Xeroom can terminate the Website immediately as part of a general shut
down of our
service. All provisions of this Agreement which by their nature should survive termination shall survive
termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and
limitations of liability.
- Disclaimer of Warranties. The Website is provided "as is". Xeroom and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Xeroom nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
- Limitation of Liability. In no event will Xeroom, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Xeroom under this agreement during the one (1) month period prior to the cause of action. Xeroom shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
- Indemnification. You agree to indemnify and hold harmless Xeroom, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
- Miscellaneous. This Agreement constitutes the entire agreement between Xeroom and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Xeroom, or by the posting by Xeroom of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the England, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in England. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in England, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Xeroom may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
Xeroom ("Xeroom") operates xeroom.com and may operate other websites. It is Xeroom's policy to respect your privacy regarding any information we may collect while operating our websites.
Like most website operators, Xeroom collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. Xeroom's purpose in collecting non-personally identifying information is to better understand how Xeroom's visitors use its website. From time to time, Xeroom may release non-personally-identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its website.
Xeroom also collects potentially personally-identifying information like Internet Protocol (IP) addresses for logged in users and for users leaving comments on xeroom.com blogs/sites. Xeroom only discloses logged in user and commenter IP addresses under the same circumstances that it uses and discloses personally-identifying information as described below, except that commenter IP addresses and email addresses are visible and disclosed to the administrators of the blog/site where the comment was left.
Gathering of Personally-Identifying Information
Certain visitors to Xeroom's websites choose to interact with Xeroom in ways that require Xeroom to gather personally-identifying information. The amount and type of information that Xeroom gathers depends on the nature of the interaction. For example, we ask visitors who sign up at xeroom.com to provide a username and email address. Those who engage in transactions with Xeroom are asked to provide additional information, including as necessary the personal and financial information required to process those transactions. In each case, Xeroom collects such information only insofar as is necessary or appropriate to fulfill the purpose of the visitor's interaction with Xeroom. Xeroom does not disclose personally-identifying information other than as described below. And visitors can always refuse to supply personally-identifying information, with the caveat that it may prevent them from engaging in certain website-related activities.
Xeroom may collect statistics about the behavior of visitors to its websites. Xeroom may display this information publicly or provide it to others. However, Xeroom does not disclose personally-identifying information other than as described below.
Protection of Certain Personally-Identifying Information
Xeroom discloses potentially personally-identifying and personally-identifying information only to those of its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on Xeroom's behalf or to provide services available at Xeroom's websites, and (ii) that have agreed not to disclose it to others. Some of those employees, contractors and affiliated organizations may be located outside of your home country; by using Xeroom's websites, you consent to the transfer of such information to them. Xeroom will not rent or sell potentially personally-identifying and personally-identifying information to anyone. Other than to its employees, contractors and affiliated organizations, as described above, Xeroom discloses potentially personally-identifying and personally-identifying information only in response to a subpoena, court order or other governmental request, or when Xeroom believes in good faith that disclosure is reasonably necessary to protect the property or rights of Xeroom, third parties or the public at large. If you are a registered user of an Xeroom website and have supplied your email address, Xeroom may occasionally send you an email to tell you about new features, solicit your feedback, or just keep you up to date with what's going on with Xeroom and our products. If you send us a request (for example via email or via one of our feedback mechanisms), we reserve the right to publish it in order to help us clarify or respond to your request or to help us support other users. Xeroom takes all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of potentially personally-identifying and personally-identifying information.
If Xeroom, or substantially all of its assets, were acquired, or in the unlikely event that Xeroom goes out of business or enters bankruptcy, user information would be one of the assets that is transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of Xeroom may continue to use your personal information as set forth in this policy.