Your participation in the contest designates your full and unconditional agreement to and acceptance of these rules and the decisions of Xero, Inc. ("XERO") on behalf of yourself and each business or entity on whose behalf you are entering this XERO Shopify VI Build a Business Contest (the "Contest") begins at April 1, 2016 and ends at August 31, 2016(the "Deadline"). The Contest is sponsored by XERO.
1. ELIGIBILITY: The Contest is open only to those legal residents of the fifty (50) United States and the District of Columbia of any nationality who are eighteen (18) years of age or older, have entered the 2016 Shopify Build a Business contest, have a paid subscription to Xero on or prior to May 31, 2016. To retain your eligibility thereafter, you must continue to maintain your paid Xero subscription and be current on payments with Xero.
2. HOW TO ENTER: To enter, sign up for Xero, connect Xero + Shopify (see xero.com/shopifyfor more information), and convert your Xero subscription to a paid Xero subscription by May 31, 2016.
3. HOW TO WIN. To win, in addition to the above, you must be selected by Shopify as one of its five final winners of the 2016 Shopify Build a Business Contest. Xero has no control over the selected winners of the Shopify Build a Business Contest. If there are no eligible winners, no prize will be awarded.
4. PRIZE: The prize will be up to $5,000 to be used towards accounting services from a third party Xero certified Advisor or other third party accounting professional of your choosing (the "Prize"). The Prize will be in the form of a reimbursement check to you towards the payment of eligible accounting services or as otherwise designated by Xero. Xero may require proof of third party accounting expenses prior to reimbursement. The Prize may not be assigned, transferred, or changed, except at the sole discretion of XERO. No cash equivalent prize will be awarded. The awarding of any Prize is contingent upon full compliance with these official rules. Applicants agree to be bound by official rules and agree that if any Prize recipient fails to provide proof of identity, refuses to provide required affidavit, refuses to complete and provide any requested tax forms (including IRS W-9 form), is found to have violated these official rules or otherwise does not meet eligibility criteria, the Prize will be forfeited. Applicants agree that XERO is not liable for injuries, losses or damages of any kind arising from participation in this Contest, acceptance, possession and use of the Prize, and Xero does not endorse or guarantee the services of any accountant, bookkeeper or other professional advisor (whether or not a Xero certified Advisor) (collectively, "third party accounting services"). Taxes on Prizes are sole responsibility of Prize recipients. Prize recipients will be issued 1099 tax forms.
6. PUBLICITY: Except where prohibited, by accepting a Prize, the Prize recipients agree that XERO may, without any limitation or further compensation or notice, use your (and any business(es) on whose behalf you are entering this Contest's) name, voice and/or likeness, trademarks and service marks in any and all media, worldwide, for the purpose of advertising and promoting XERO and its products and services, the Contest, or any other promotion or contest sponsored by XERO.
7. DISPUTE RESOLUTION; CLASS ACTION WAIVER; WAIVER OF JURY TRIAL/ By participating, you agree with us that all issues and questions concerning the construction, validity, interpretation and enforceability of these official rules, or the rights and obligations of participants and XERO and their agents shall be governed by and construed exclusively in accordance with the laws of California without giving effect to any principles of conflicts of law of any jurisdiction. You agree that any action at law or in equity arising out of or relating to this Contest, or awarding of the prizes, shall be filed only in the state or federal courts located in California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
8. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE WITH XERO THAT YOU AND XERO ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE WITH XERO TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE WITH XERO THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, XERO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.
ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CONTEST, OR AWARDING OF THE PRIZES SHALL BE LIMITED TO OUT OF POCKET COSTS UP TO TEN DOLLARS ($10). UNDER NO CIRCUMSTANCES WILL XERO BE LIABLE FOR, AND YOU WAIVE ANY AND ALL RIGHTS TO CLAIM DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CONTEST, OR THE AWARDING OF THE CONTEST INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, DAMAGES MULTIPLIERS, AND ANY OTHER DAMAGES, EXCEPT FOR ACTUAL OUT-OF-POCKET EXPENSES CONSTITUTING DIRECT DAMAGES UP TO $10.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
10. REPRESENTATIONS AND WARRANTIES OF APPLICANT/INDEMNIFICATION. Each person who enters this Contest represents and warrants to XERO that you have the authority to bind any entity on whose behalf the applicant is entering this Agreement. You hereby agree to indemnify and hold XERO harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of your warranties, representations or agreements hereunder, your acceptance of the Prize and use of third party accounting services.
11. FURTHER DOCUMENTATION: Prize recipients may be required to complete and return an affidavit of eligibility, publicity liability release, and/or trademark usage agreement within ten (10) days of being notified of being selected as a Prize winner to be eligible to receive a prize.
13. ADDITIONAL DISCLAIMERS AND LIMITATIONS ON LIABILITY. By entering the Contest, you acknowledge and agree that XERO, its related companies, affiliates, and each of their respective employees, officers, directors and agents are not responsible for any costs, injuries, losses, or damages of any kind arising from or in connection with: (i) incomplete, lost, late, misdirected or illegible entries or for failure to receive applications due to any cause, including without limitation human, transmission, or technical problems, failures, or malfunctions of any kind, whether originating with sender, or otherwise, that may limit an applicant's ability to participate in the Contest; or (ii) any injury or damage resulting, directly or indirectly, in whole or in part, from participation in the Contest and/or the use of any prize, including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to, loss or destruction of property, or any claims, costs, injuries, losses, or damages related to or based on the applicant's rights of publicity or privacy, or the applicant's claim that such applicant has somehow been defamed or portrayed in a false light. XERO assumes no responsibility for any damage to an applicant's computer system which is occasioned by accessing Xero's websites, using XERO's products and/or services, participating in the Contest, use of the Prize, whether for third party accounting services or otherwise, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature, or for the incorrect or inaccurate capture of information, or the failure to capture any information. This Contest is subject to all U. S. federal, state and local laws and regulations. Void where prohibited.
14. XERO'S RIGHT TO MODIFY, SUSPEND OR TERMINATE. In the event XERO is prevented from continuing with the Contest by any event beyond its reasonable control, then XERO shall have the right in its sole discretion to modify, suspend, or terminate Contest.
15. GENERAL PROVISIONS. XERO reserves the right in its sole discretion to disqualify any individual who is found to be tampering with the application process or the operation of the Contest or the Website, to be acting in violation of these official rules, to be submitting responses dishonestly or inaccurately, or to be acting in an unsportsmanlike or disruptive manner. XERO's failure to enforce any term of these official rules shall not constitute a waiver of that or of any other provision.