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Terms and Conditions of Use

Last updated: 10 April, 2017

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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.
Xorro means Xorro Solutions Limited, a company incorporated in New Zealand. The websites (http://www.xorro.com, http://q.xorro.com, http://qf.xorro.com and sub-domains associated with xorro.com) ("Web site") are operated by Xorro Solutions Limited ("we", "us", "our" or "Xorro") on its own behalf and on the behalf of all its affiliates.
The Software is software provided by Xorro for the purposes of accessing or using the Services. Without limitation, the Software includes the Q-Launcher application.
"You" or "Your" is defined as an individual user of the Services such as a participant (eg a student) or a Facilitator (eg an educator). Where applicable, "You" or "Your" is also defined as an individual using the Services through a subscription provided by an Institution (such as a school, university or college) where the Participant is enrolled or the Facilitator is employed or contracted if such use is accessing and using the Services on behalf of or through such entity.
These Terms of Service set out the terms and conditions on which You may access and/use our Web site and our Software in order to have access to our student engagement services and licensed content (the "Services"). These Terms of Service, together with the Privacy Policy referred to herein, form a legally binding agreement between You and us for use of the Services ("Agreement"). Please read them carefully before you download our Software or use the Web site or attempt to access or use any of the Services.
By using the Services You indicate that You accept this Agreement and you agree to be bound by it. If You do not agree to the Agreement please do not use the Services.

1.RESTRICTIONS AND REQUIREMENT FOR USING THE SERVICES

1.1 Institutional Users. Users using the Services through a subscription held by an Institution (for example, students, professors or other staff) agree that they do so with the appropriate permissions and authority from the applicable institution. 1.2 Competitors. You may not access or use the Services if you are our direct competitor, except with our prior written consent. In addition, You may not access the Website or our Software for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. 1.3 Minors. You represent that You are at least eighteen (18) years of age and You have the legal authority to enter into this Agreement. If You are less than eighteen (18) years of age, then Your parent or legal guardian must read and accept this Agreement, consent to Your use of the Services, and agree to You providing any personal information in connection with the Services on Your behalf. 1.4 Prohibited Uses. You may use the Services (including the website and our mobile applications) only for lawful purposes. You may not use the Services: 1.5 All Users agree: We may change these Terms of Service or the Privacy Policy from time to time, without prior notice. All changes will take effect within 30 days of being posted on our home page or otherwise notified to users. Your continued use of the Services will signify your acceptance of such changes.

2.YOUR PASSWORD AND ACCOUNT

2.1 Registered Users. In order to gain access to the Services through the Software or the Website, you are required to register for an account that is accessed by a username and password ("Account"). In registering for Your Account, You agree (i) that the information You provide to us in connection with your registration will be current, complete and accurate, (ii) not to choose a user name that violates any law or the intellectual property rights of others, or is offensive; provided that Xorro reserves the right to reject the use of any user name for any reason or no reason, (iii) not to transfer, sell, convey or assign the right to use Your Account to any third party without the prior written consent of us and (iv) not to permit any third party to use Your user name and password to access your Account or the Services. You further agree that you are responsible for the conduct of any party that uses Your Account, whether or not authorized by You, and for any breach of the security of the Services related to the use of your user name and/or password.
2.2 Participant Users: Participants may be required to register or submit their identifying details if so required by their Facilitator.
2.2 Grant of Rights. Upon registration and subject to the payment of any applicable fees, Xorro grants You the limited, revocable, non-transferable, non-exclusive right to access and use the Services (including any Software that permits interaction with the Services and any content to which you subscribe as further described in Section 2.3 below) for the term provided on the Order Form or Web Enrolment and subject to any additional terms contained therein.
2.3 Web Enrolment and Order Forms. The right to access to use the Services may be done through a subscription for service on the Web site or within the Software ("Web Enrolment") or by an agreement or order form with an institution ("Order Form") that incorporates by reference this Agreement.

3.LICENSED CONTENT

3.1 Subscribing to Licensed Content. If you are a registered subscriber of the Services, you will have the ability to subscribe to specific content provided by our contributing community of Facilitators, professors, instructors and other academic writers on a variety of topics ("Licensed Content").
You may subscribe to specific Licensed Content by purchasing access to the same through the Services using the payment portal and checkout process provided. Please note that Licensed Content is not reviewed, assessed or any sources verified and accordingly, your use and reliance on such Licensed Content should be based on your own judgment. If you have reason to believe that any Licensed Content infringes any copyright, please refer to our Copyright Policy below for further information on how to inform us about it.
3.2 Access to Licensed Content. You may access Licensed Content, only as permitted under this Agreement. Xorro and its licensors reserve all rights not expressly granted in and to the Licensed Content.
3.3 Restraint on Use. You agree to not engage in the use, copying, or distribution of any of the Licensed Content other than expressly permitted herein, including any use, copying, or distribution of any Licensed Content obtained through the Services for any commercial purposes. You also agree not to try to circumvent, disable or otherwise interfere with security-related features or restrictions built into the systems used to provide the Services or specific Licensed Content to prevent copying, printing or other uses of any Licensed Content.
3.5 Waiver. You understand that through use of the Services you may be exposed to Licensed Content from a variety of sources, and that Xorro is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Licensed content. You further understand and acknowledge that you may be exposed to Licensed Content that you consider inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold us and our affiliates harmless to the fullest extent allowed by law regarding all matters related to your use of the Services.

4. TERMINATION

4.1 Suspension or Termination. We reserve the right to investigate any violation or suspected violation of this Terms of Use Agreement but are under no obligation to do so. In doing so, We may temporarily suspend your access to the Services or terminate your account on the Services, remove any content we believe is in violation of this Agreement, and report any activity that we suspect violates any law, rule, or regulation to law enforcement officials, employer, regulators, or the like, in Our sole discretion. We exclude liability for actions taken in response to breaches or suspected breaches of this Agreement. The responses described in this Agreement are not limited, and We may take any other action We deem appropriate.
You acknowledge and agree that we may, at our sole discretion, suspend or terminate Your access to all or part of the Services with or without notice and for any reason, including, without limitation, breach of these Terms of Service. Upon suspension or termination, Your right to use the Services will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any Account information or User Content.
5.2 Effect of Termination. In the event of any termination or expiration:
  1. All licenses and rights we granted to You hereunder shall immediately terminate;
  2. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

5.FEES PAYMENT AND REFUND POLICY

5.1 Term of Purchased User Subscriptions. In consideration of the right to access and use the Services and any Licensed Content purchased through the Services, you agree to pay the applicable fees ("Fees") as specified in an Invoice, Order Form or Web Enrolment. User subscriptions purchased by You, or for others, commence on the start date specified in the applicable Invoice, Order Form or Web Enrolment and continue for the subscription term specified therein. Fees are billed in advance and are non-refundable except as set out herein. You will be billed as provided in an Invoice, Order Form or Web Enrolment for the applicable Fee. All Fees are exclusive of all sales, excise or use taxes, or any levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
5.2 User Subscriptions for Administrative Users. Unless otherwise specified in the applicable Invoice, Order Form or Web Enrolment, (i) the right to access and use the Services is purchased as renewable and assignable subscription plans. These plans may be accessed by no more than the specified number of users, (ii) additional user subscriptions may be added to a plan during the applicable subscription term at the same pricing as that for the pre-existing subscriptions there under, prorated for the remainder of the subscription term in effect at the time the additional user subscriptions are added, and (iii) the added user subscriptions shall terminate on the same date as the pre-existing subscriptions. Plans must be assigned to designated users and cannot be used by others but the users may be removed and exchanged on the plan allocation at any time.
5.3 Refunds. Xorro will provide refunds for subscriptions purchased directly by You for a period of 2 weeks subsequent to initial activation. Upon granting of a refund, Your access to the Services will be immediately terminated. Refund requests are to be sent to support@xorro.com. If you are a registered user and are seeking a refund in relation to Licensed Content, please contact us to review the matter. Refunds may be available in limited circumstances in respect of Licensed Content.

6.YOUR CONDUCT

8.1 Data Storage. Any data or content you make available through the Services is subject to any data storage limit we notify to you of from time to time. We reserve the right to charge for data storage which exceeds our data storage limit.
8.2 Restrictions. You agree that you will not directly or indirectly: (i) modify or create any derivative work of the Services, documentation or service; (ii) sublicense, sell, lend, rent, lease, give, transfer, assign or otherwise dispose of all or any portion of the Services; (iii) reverse engineer, disassemble or decompile the technology used to provide the Services or attempt to discover or recreate the source code to the systems used to provide the Services including our Website and Software; or (iv) remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to our technology and the Services.

7.LINKING

9.1 Linking to our Web site. Subject to other provisions in this Agreement, You may link to our Web sites home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
In the event that You provide links to any pages on our Web site or provided by our Service, or You make available a framed view of any page on our Web site or provided by our Service, then the website from which You are linking must not display or link to any unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material. We reserve the right to withdraw linking permission without notice.
9.2 Linking from Our Site. Where our Web site contains links to other sites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those sites or resources or the privacy policies or practices of such third party providers, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. By using the Web site you expressly agree that we will have no liability in respect of your use of such third party links.

8.RELIANCE ON INFORMATION

We cannot offer any guarantee that any information that is posted on our Web site or System is complete, accurate or up to date including any Licensed Content which is provided by third party authors with no review or contribution by Xorro. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials or information by any visitor to Our Web site, or by any user of the Services.

9.COPYRIGHT POLICY

11.1 We do not permit copyright infringing activities. On being informed of any content which may potentially infringe intellectual property rights, we will take steps to restrict or remove access to that content through the Services.
11.2 If you are a copyright owner and believe that any content made available through the Service infringes upon your copyright, you may notify us by providing the following information in writing. Submit the above information to us via email at support@xorro.com or by mail at
Xorro Solutions Limited, PO Box 34-619, Birkenhead, Auckland 0626, New Zealand.

10.USER CONTENT

12.1 No Other Interest. As between Xorro and you, You retain ownership of any content that you upload, post, transmit or display on or through the Services including any intellectual property rights which subsist in that content ("User Content"). You agree that you are responsible for protecting and enforcing those rights and that we have no obligation to do so on Your behalf.
12.2 User Content License. By uploading, posting or displaying User Content you grant us, our partners, and affiliates a non-exclusive, perpetual, royalty-free right to use, reproduce, modify, publish, distribute, perform, display and transmit the User Content for the sole purpose of providing the Service and other services to You. In addition, we shall be permitted to use anonymized User Content both during and after the term of this Agreement to optimize our service and for any other lawful purpose. In no event will such data include any personally identifiable information.
12.3 User Content Compliance. Any User Content posted or shared by You on our System must comply with this Agreement. You acknowledge that you are responsible for any submission you make, including the legality, reliability, appropriateness, originality and copyright of any such material.
12.4 Necessary Rights. It is a condition of the Agreement that you have all the necessary rights and consents to grant the licenses set out at in section 12.2 and to upload User Content to our System. In particular, you must ensure that you have obtained any necessary consents, including parental consents, relating to the use of images of minors and/or vulnerable adults.
12.5 User Content. It is a condition of the Agreement that Your User Content does not contain any material which is the confidential information of any third party or which is defamatory, obscene or otherwise unlawful.
12.6 Xorro is not Responsible for User Content. Xorro does not and cannot monitor all content created or posted by users or participants accessing the Service, and is not in any manner responsible for the content of these posts or materials. You acknowledge that by providing you with the ability to create, view and distribute user-generated content on the Service, Xorro and the Service is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Service.
12.7 Removal of User Content. Xorro reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to Xorro in its sole discretion. We are not responsible for any delay or failure in removing such User Content.
If You believe that any content uploaded, posted or published on the Service is defamatory and/or breaches the Agreement or infringes your intellectual property rights please contact us at support@xorro.com. We may require You to provide additional information to help us assess your concern and correctly identify information to be removed.
12.8 User Content Indemnity. You agree to indemnify and hold Xorro, and its affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorneys fees, made by You or any third party due to or arising out of User Content you submit, post to, email, or otherwise transmit through the Services, your use of the Services or your breach of the Agreement.

11.PRIVACY

Use of any personal information collected through your use of the Web Site, the Software or the Services is also governed by our Privacy Policy which is hereby incorporated into and made a part of these Terms of Service by this reference as though fully set forth herein.

12.AVAILABILITY

7.1 Continuity. While we endeavour to ensure that the Services are normally available 24 hours a day, we will not be liable if for any reason the Services (or any part of it) is unavailable at any time or for any period. Your attention is drawn to the provisions of Clause 14 of this Agreement "Disclaimers and Limitations of Liability."
7.2 Suspension. Access to the Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
7.3 Disaster Prevention and Recovery. Xorro exercises best management practices in securing the Service and the data from unauthorised access, and in maintaining backups of all data collected by the Service for the purposes of recovering from any interruption in Service or from any loss of data. We continuously review our practices to ensure we are doing all that we reasonably should be to avoid any failure in Service continuity or any loss of data integrity.
You acknowledge and accept that the internet is inherently vulnerable to the acts of malicious parties intent on accessing and destroying valuable assets. Despite our best endeavours to protect and secure the Service and data held on our servers, it is nevertheless possible that Service may be interrupted and that data may be lost, corrupted or exposed to other parties. Your attention is drawn to the provisions of Clause 14 of this Agreement "Disclaimers and Limitations of Liability."

13.INTELLECTUAL PROPERTY RIGHTS

13.1 Our Intellectual Property. We are the owner or a licensee of all intellectual property rights in the technology used to provide the Services and our licensors and their licensors are owners of all Licensed Content on Services. All rights are reserved. Nothing in these terms and conditions gives You a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of our intellectual property, in whole or in part, except as is expressly permitted herein.
13.2 Proposals and Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use, copy, modify and incorporate into the Services any proposals, suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the operation of the Services more generally.

14.DISCLAIMERS AND LIMITATIONS OF LIABILITY

YOUR USE OF THE WEBSITE, OUR SOFTWARE AND ACCESS TO THE SERVICES IS AT YOUR OWN RISK. NEITHER XORRO, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES AND LICENSED CONTENT OR AS TO THE ACCURACY, RELIABILITY OR SUITABILITY OF ANY CONTENT ON THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AUDIENCE, AND NON-INFRINGEMENT. IN NO EVENT WILL XORRO OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF XORRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR USE OF OR INABILITY TO ACCESS AND USE THE WEB SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO XORROS RECORDS, PROGRAMS, SERVICES OR SYSTEMS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS XORROS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN CONTAINED, IN NO EVENT WILL XORRO BE LIABLE TO YOU FOR ANY DAMAGES, COSTS, CLAIMS OR OTHER LIABILITIES RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE TOTAL FEES PAID BY YOU FOR THE RIGHT TO ACCESS AND USE THE XORRO SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR ACT GIVING RISE TO THE CAUSE OF ACTION. This Section will apply to the maximum extent permitted under applicable law.

15. INDEMINIFICATION

YOU SHALL INDEMNIFY AND HOLD US AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES), INCURRED IN CONNECTION WITH ANY BREACH BY YOU OF THE TERM SOF THIS POLICY AND ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICES AND/OR ANY VIOLATION BY YOU OF THE TERMS OF SERVICE.

16.NOTICES

All notices given by you to us must be given to XORRO at accounts@xorro.com. We may give notice to you at either the e-mail or postal address you provide to us on your Order Form or Web Enrolment. Notice will be deemed received and properly served immediately when posted on the Services, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

17.ASSIGNMENT

You may not transfer, assign, or charge any of your rights or obligations arising under the Agreement, without our prior written consent.

18.WAIVER

No waiver by us, in exercising any right shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.
Without restricting in any way the application of the above paragraph: if We fail, at any time, to insist upon strict performance of any of Your obligations under this Agreement, or if We fail to exercise any of the rights or remedies to which We are entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by Us of any default shall not constitute a waiver of any subsequent default. No waiver by Us of any of the provisions of this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

19.SEVERABILITY

If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

20.COMPLIANCE WITH LAWS

Each party will comply with all applicable laws, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction in connection with its activities under the Agreement.

21.GOVERNING LAW

This Agreement is to be construed under the laws of New Zealand. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. In the event of a dispute arising out of or in connection with the terms of this Agreement between you and us, then you agree to attempt to settle the dispute by engaging in good faith negotiations with us in a process of mediation before commencing arbitration or litigation. TO THE MAXIMUM EXTENT PERMITTED BY LOCAL LAW, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

22.ENTIRE AGREEMENT

These terms and conditions and any document expressly referred to in them represent the entire agreement between us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

Please contact Us with questions about this Policy or to report violations of this Agreement: accounts@xorro.com or by post to
Xorro Solutions Limited, PO Box 34-619 Birkenhead, Auckland, New Zealand 0626.
We will endeavour to answer your questions and advise you of any steps taken to address the issues raised by you.
© 2012 - 2024 Xorro.com, All Rights Reserved
Xorro Solutions Email : inquiries@xorro.com
Tel(Int) +64 9 440 9988 / Tel(NZ) 0800 200 121 / Tel(Australia) 1800 246 808