**Terms and Conditions**
Effective Date: October 5, 2023, These Terms and Conditions (“Terms”) govern your use of the services provided by XOOMMIT (“Company,” “we,” “us,” or “our”), a custom software development agency. By accessing or using our services, you agree to be bound by these Terms. Please read these Terms carefully before using our services.
**Acceptance of Terms**
By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not use our services.
**Services**
XOOMMIT provides custom software development services to clients. Our services may include, but are not limited to, software design, development, testing, and maintenance. All services are provided based on the terms outlined in our separate agreements and contracts with clients.
**Client Responsibilities**
Clients engaging our services are responsible for providing accurate project requirements, specifications, and any necessary resources in a timely manner. Clients must also cooperate with us in the development process, including providing feedback and approvals as needed.
**Payment Terms**(a) Procurement of Services: In procuring any services offered for a fee, either one-time or subscription-based (collectively “Fees”), you hereby acknowledge and consent to the utilization of third-party payment processors for the facilitation of online payments, as delineated herein. You are obligated to promptly remit the applicable Fees for services procured (inclusive of all associated taxes) as they become due, and are responsible for all costs related to the collection of overdue amounts. Unless mutually agreed upon and documented in a separate formal agreement, the initial and ongoing Fees for services selected shall be as delineated in the primary online order form. It should be noted that all setup and specialized programming fees are non-refundable. Unless specified otherwise, we reserve the right to bill Fees for services in advance. Any failure to remit Fees as they become due may lead to the suspension or cessation of services.(b) Subscription and Billing: Services are billed on an automatic, auto-renewing basis unless cancellation procedures, as outlined in this Agreement, are followed. Your commitment to fee payment persists through the end of the subscription period. Subscriptions may be subject to usage limitations, and periodic verification of service utilization will be conducted. Should the usage exceed the currently purchased limits during such verifications, we reserve the right to invoice for the excess usage. We may engage in discussions regarding your current plan and alternative options. It is agreed upon that an upgrade to a higher usage plan will be made if deemed necessary.(c) Payment Method and Authorization: Upon registration, a method of payment must be selected. By providing a payment method, you expressly authorize us to periodically charge the said payment method as per the specifics of your subscription. We retain the right to contract with a third party for the processing of all payments, which may introduce additional terms and conditions related to payment processing. Should you fail to remit all Fees as they become due, your account will be considered delinquent. We reserve the right to impose interest charges on any overdue Fees at the rate of one and one-half percent (1.5%) or the highest permissible rate under applicable law, whichever is lower, calculated monthly on the unpaid balance until paid in full.(d) Taxes and Additional Fees: You are responsible for the payment of all taxes, including but not limited to personal property, value-added, or sales taxes, arising from your use of the services. We are not liable for any bank fees incurred due to your utilization of payment methods such as check cards, automatic payment services, or insufficient funds, as well as any other fees your financial institution may impose. In instances where Vultr receives less than the full payment of Fees due to taxes, bank charges, or similar deductions, we will invoice you for the discrepancy between the payment received and the Fees owed. You also consent to bear all attorney and collection fees incurred from efforts to collect any past due Fees.(e) Cancellation and Refunds: In the event of service cancellation prior to the expiration of pre-paid Fees, it is understood and agreed that we may, at our sole discretion, elect not to issue any refund, including but not limited to remaining pre-paid fees, setup fees, and/or special programming fees. Any refunds issued will be credited to the original method of payment exclusively.(f) Non-payment Consequences: If you fail to make timely payments or if we are unable to charge the provided payment method for any reason, we reserve the right to either suspend or terminate your subscription, access to services, and/or account, and terminate these Terms.(g) Use of Coupons and Discount Codes: We may occasionally offer coupons or discount codes for new customers, which must be applied at the time of initial purchase and cannot be retroactively applied after service commencement. Unless explicitly stated otherwise, these codes may not be used towards account upgrades. Any accounts suspected of unauthorized or improper use of coupons or discount codes may be subject to termination for cause as specified in Section 8.(h)Payment terms and conditions will be outlined in a separate agreement or contract between XOOMMIT and the client. Payment is due in accordance with the agreed-upon terms.
**Intellectual Property**
Unless otherwise specified in a separate agreement, all intellectual property rights related to the software developed by XOOMMIT will belong to the client upon full payment. XOOMMIT retains the right to use code libraries, frameworks, and tools developed in-house for future projects.
**Confidentiality**
Both XOOMMIT and the client agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of the project.
**Liability**
XOOMMIT is not liable for any indirect, consequential, or incidental damages, including but not limited to loss of data, loss of profits, or interruption of business operations.
**Termination**(a) XOOMMIT reserves the right to terminate your Subscription at its sole discretion at any time, for any reason or no reason (“Termination without Cause”). In such instances, XOOMMIT will issue a thirty (30) day written notice prior to discontinuing Services. Should XOOMMIT cancel your Subscription under any terms outlined in these Terms, except for Termination without Cause, no refunds will be issued for fees paid or prepaid prior to such cancellation. Additionally, you remain obligated to pay all fees and charges accrued until the effective date of such cancellation. If XOOMMIT terminates the Agreement for cause, all prepaid Fees will be forfeited and are non-refundable. Termination of your Subscription does not absolve you from the obligation to pay any Fees accrued or payable to XOOMMIT prior to the effective date of termination.(b) In addition to XOOMMIT’s right to terminate your Subscription as specified in these Terms, XOOMMIT may also immediately terminate your Subscription if it determines, at its sole discretion, that you or any of your end users: (i) have breached the Acceptable Use Policy (“AUP”) or Anti-Spam Policy; (ii) have infringed or violated any intellectual property, privacy, or publicity rights of a third party; (iii) have failed to comply with any applicable law, statute, or regulation; (iv) have uploaded, published, or disseminated any content deemed illegal or high-risk by XOOMMIT; or (v) have breached these Terms. XOOMMIT is not obliged to monitor or review your Content (as defined in Section 12) or the content of your end users at any time. You remain solely responsible for your Content and any liabilities arising therefrom.(c) Termination of your Subscription will result in the loss of access to Services and the license to the Materials. XOOMMIT bears no liability to you or any third party for termination of Services under these Terms. Upon termination, XOOMMIT may retain copies of your data files and records for archival purposes without obligation. An early termination charge may be imposed for Services terminated before the end of the billing cycle.(d) Upon cancellation or termination of your Subscription by either party for any reason, it is your sole responsibility to secure a replacement service provider and ensure the timely transfer of all electronic data, graphics, images, videos, or text to the new provider.(e) XOOMMIT holds no liability for any suspension or termination, including for the deletion of Content. Terms provisions that should naturally survive termination of the Service will do so, including ownership provisions, warranty disclaimers, and limitation of liability. To close your Account, use the provided feature in the Services or email us at [email protected]. Upon processing your request, we will confirm the closure of your Account via email.Either party may terminate a project or contract in accordance with the terms outlined in the respective agreement. Termination may result in additional fees or penalties, as outlined in the agreement.
**Governing Law**
These Terms and any disputes arising from them shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles.
**Changes to Terms**
XOOMMIT reserves the right to update or modify these Terms at any time. Any changes will be effective immediately upon posting on our website. It is your responsibility to review these Terms periodically.
**Contact Us**
If you have any questions or concerns about these Terms, please contact us at [email protected].
**User Content**
12.1 Content.(a) Responsibility for User Content: You bear sole responsibility for all information, text, opinions, messages, comments, audiovisual works, photographs, videos, graphics, music, software, and other materials that you or your end users submit, upload, post, or otherwise make available on or through the Services (“User Content”). You must not make available any material protected by copyright, trademark, or other proprietary rights without explicit permission from the rights holder. It is your responsibility to verify the absence of such rights in any material you intend to make available. You will be solely liable for any damage resulting from copyright, trademark, proprietary rights infringements, or any harm resulting from your User Content. As between XOOMMIT and you, the ownership of your User Content remains with you, and you are fully responsible for its legality, reliability, and appropriateness. You grant XOOMMIT a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, global license to use, reproduce, adapt, publicly perform, modify, publish, transmit, and distribute your User Content in any existing or future media for purposes of providing Services to you.(b) XOOMMIT’s Role in Content Monitoring: XOOMMIT does not actively monitor User Content hosted on its platform. However, XOOMMIT may, at its discretion, review its network and disclose any content or records concerning your account as required by law or to operate its network effectively and protect its customers. XOOMMIT will respond to complaints of third-party rights violations or breaches of the Acceptable Use Policy (“AUP”). XOOMMIT cooperates with efforts to minimize internet abuse and may implement filters for this purpose. XOOMMIT will also cooperate with law enforcement authorities and reserves the right to notify them of suspected illegal activities by you or your end users.(c) Liability for AUP Violations: You acknowledge that XOOMMIT is not liable for any actions it takes to remove or restrict access to Services due to alleged violations of the AUP or under legal provisions like the Telecommunications Act of 1996 or the DMCA.}(d) Termination for Policy Violations: XOOMMIT may immediately terminate your account and access to Services if your conduct or that of your end users violates our Policies (See Section 10). XOOMMIT adheres to policies regarding the termination of repeat copyright infringers under the DMCA (See Section 11).(e) Child Pornography: XOOMMIT strictly prohibits content that constitutes or may be perceived as child pornography. Such content will be immediately removed from public access upon detection. XOOMMIT reserves the right to terminate any account hosting or linking to such content without notice. In the case of a XOOMMIT reseller account, the account will be suspended, and the reseller directed to terminate the responsible account. You agree to cooperate in efforts to prevent such illegal activities. Consistent with federal law, XOOMMIT will report suspected instances of child pornography to the appropriate authorities.In accordance with 18 U.S.C. § 2258A, XOOMMIT will report violations of relevant statutes to the CyberTipline. If you encounter child pornography on XOOMMIT-hosted sites, please report it to our abuse address at [email protected] or use the CyberTipline. Reports involving sites not hosted by XOOMMIT should be directed to law enforcement or cooperating child pornography organizations.(f) Minor Protection and Section 230
Notice: You are responsible for preventing minors under your care from accessing inappropriate material on your site and services. You agree to implement measures to prevent minors from accessing such materials. Per 47 U.S.C. §230(d), resources for online safety filters are available at www.asacp.org. We provide no warranties regarding these products and recommend due diligence before their purchase or installation(g) XOOMMIT as an Interactive Computer Service: Under the CDA, 47 U.S.C. § 230(c)(1), XOOMMIT is considered an interactive computer service provider and is thus immune from claims arising from the publication of User Content. XOOMMIT does not create such content and is not responsible for its publication. Under federal law, XOOMMIT is permitted to remove offensive or policy-violative content without affecting its immunity status. Section 230 of the CDA provides legal protections for all other content hosted on our Site or via our Services.12.2 Requirements for Service Providers and User-Generated Content Subscribers.(a) Service Providers: Users who operate sites, pages, or business models that allow end users to control or upload content to internet space provided by XOOMMIT are considered “Service Providers.” This includes customers reselling bandwidth, operating user-generated content sites, search engines, or peer-to-peer networks. Service Providers must comply with the following:Notify XOOMMIT of all domains, pages, or IP addresses under your service provision.Comply with 17 U.S.C. §512 of the DMCA, designating an agent for copyright infringement notices, and publish a DMCA Notice and Takedown Policy link on your website’s homepage.Keep XOOMMIT updated with your DMCA Policy link and any changes to your Designated Agent contact information.XOOMMIT will forward any infringement notices it receives to the subscriber’s Designated DMCA Agent and notify claimants of the Agent’s identity and contact information.(b) Response to DMCA Notices: XOOMMIT may disable access to files or data under your control identified in a DMCA notice or when infringement is suspected. You are required to provide XOOMMIT with a preferred procedure for disabling access to such material. Upon receipt of a DMCA Notice concerning your content, you must immediately disable or remove access to it. XOOMMIT reserves the right to take necessary actions to disable access to identified material, including service suspension or termination.(c) Legal and Professional Advice: These Terms do not constitute legal or professional advice. You are responsible for seeking independent legal advice regarding compliance with applicable laws and regulations.12.3 Publicly Available User Content.(a) License to Public User Content: In addition to the license in Section 12.1(a), you authorize others to use User Content that you publicly share or make available through the Services.(b) Deletion of User Content: You may delete or request the deletion of your User Content, subject to its sharing status with others and any copies or storage by other users. Be aware that any publicly shared User Content is non-confidential and at risk of loss.(c) Use of Personal Information: XOOMMIT will use personally identifiable information in your User Content in accordance with XOOMMIT’s Privacy Policy. Be mindful that certain User Content may reveal personal information about you.(d) Modification of User Content: XOOMMIT may modify or adapt your User Content to conform to network, device, service, or media requirements.(e) Feedback and Ratings: Any feedback or ratings you provide within the Services are non-confidential and non-proprietary. XOOMMIT may use, develop, and commercialize this feedback without compensation to you.(f) Forums and Messaging: XOOMMIT provides forums for user discussions. XOOMMIT is not liable for communications in these forums. Be cautious about the information and ideas you share, as other users may use them. Refer to our Copyright Policy for handling infringing content. XOOMMIT is not responsible for misuse or misappropriation of content in community forums.By using our services, you agree to these Terms and any additional terms outlined in separate agreements or contracts. These Terms constitute the entire agreement between you and XOOMMIT.
**XOOMMIT**Av. Euclides da Cunha S/N Suite #602B,
Cruzeiro do Sul 74917-195 Aparecida de Goiânia Goiás – Brazil
+55 (62) 99957 0750
[email protected]
