- WPWizard has the right to monitor the Website, and in its sole discretion to remove any content that WPWizard ﬁnds objectionable for any reason, without prior notice to Owner. This includes but is not limited to: Pornography, Spamming, Phishing Scams, Illegal business practices, any material infringing on National or International Copyright.
- Website Owner is solely responsible for any liability arising out of or related to the Web Site. Owner agrees to indemnify and hold WPWizard harmless from and against any and all liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees and experts’ fees, associated with any claim or action brought against WPWizard related to or arising out of the Web Site or Owner’s breach of its warranties under this Agreement.
- WPWizard owns and retains full rights to any code/programs or software developed by WPWizard.
- Website Owner owns all the content placed into the website product or service, assuming it was original and does not infringe on existing copyrights.
- Any software used in website product or service released under the General Public License (GPL) is governed by such.
- WPWizard reserves the right to modify and/or change these terms and conditions at any time.
- Conﬁdential Information means all conﬁdential and proprietary information of a party disclosed either before or after the effective date of this Agreement and marked as such (if such information is capable of being so marked) regarding such party’s products and business that are disclosed by such party (the “Disclosing Party”) to the other party (the “Non-Disclosing Party”) under this Agreement including, but not limited to, the Disclosing Party’s intellectual property. Conﬁdential Information also includes (a) the unpublished prices and other terms of service, audit and security reports, data center designs and other proprietary technology and (b) all information
Subject to your compliance with all of the terms and conditions of this Agreement, WPWizard shall provide the Services and Support to you during the term of this Agreement in accordance with the commitments made in the Service Level Agreement. In the event of a failure by WPWizard to meet the obligations defined within the SLA, your sole and exclusive remedy and WPWizard’s sole obligation are the issuances of Service Credits as set forth in the Service Level Agreement.
You are solely responsible for the content of any postings, data or transmissions using Services, or any other use of the Services by a User. You agree to fully comply with all of the obligations and restrictions set forth herein. You agree to comply with all of the terms and conditions of this Agreement, make all payments of Fees when due and comply with any and all laws applicable to your use of WPWizard Services. You shall cooperate with WPWizard’s investigation of service outages, security issues or any suspected breach of the terms and conditions of this Agreement.
WordPress Only Hosting
WPWizard is Managed WordPress Host. We only allow WordPress and WordPress compatible plugins and themes. This means if you add any 3rd party software to an account/site that is NOT in the form of a WordPress plugin you are in breach of this agreement. Good: BuddyPress, bbPress, XYZ WordPress plugin. BAD: Your own code NOT in a WordPress plugin, or non WordPress applications such as: phpBB, Joomla, Drupal, etc.
WPWizard retains the right to audit such code for performance and security concerns and allow or disallow at sole discretion.
Client Roster & Client Trademark usage
By using this service you grant WPWizard permission and a royalty-free license to list or display applicable trademarked name(s) and logo in WPWizard’s client roster. This license will terminate upon the end of the ‘Term’ as described below. This permission does not extend to any form of advertising or marketing performed by or on behalf of WPWizard.
Your initial invoice will include any Setup Fees and the Recurring Fees from the Service Commencement Date until expiration of the Recurrence Period. Thereafter, WPWizard will invoice you in advance for the Recurring Fees and in arrears for the Non-Recurring Fees at the beginning of each Recurrence Period.
The Recurring Fees set forth in the Service Order shall remain fixed during the Initial Term. Upon commencement of any Renewal Term, the Recurring Fees for the Services shall be adjusted to the published fees then in-effect at the date of such renewal.
Monthly WPWizarding and Maintenance shall be paid by valid payment method (acceptable to WPWizard) at the time of purchase at the fee set forth on the WPWizard’s website. Client’s monthly or annual payments for the Monthly WPWizarding and Maintenance, depending on the plan selected by Client, shall be automatically charged to the payment method provided by Client at the time of purchase (with such payments being charged in advance on a monthly or annual basis, as applicable) each month or annually, as applicable (“Monthly WPWizarding and Maintenance Fee”), and you hereby agree that WPWizard is authorized to so charge the payment method on file. WPWizard may, at its sole discretion, suspend or terminate Monthly WPWizarding and Maintenance Services without notice if Client fails to provide payment for the new term.
You acknowledge and agree that WPWizard may suspend providing the Services to you, in whole or in part, without liability if (i) you fail to pay the Fees due to WPWizard for a period of forty-five (45) days after the date of the invoice, (ii) you are in violation of the terms of this Agreement, (iii) you fail to reasonably cooperate with WPWizard’s investigation of any suspected breaches of this Agreement, (iv) WPWizard reasonably believes that the servers WPWizarding the Services have been accessed or manipulated by a third party without your or WPWizard’s consent, (v) WPWizard reasonably believes that suspension of the Services is necessary to protect the WPWizard environment generally, or (vi) WPWizard is obligated to suspend Services via subpoena, court order or otherwise as required by law. WPWizard will give you notice promptly after taking any of these activities. You are required to pay any Recurring Fees for any period of time during which your Services were suspended. WPWizard will restore the Services promptly after you remedy the reason for such suspension.
IN THE EVENT WPWIZARD TAKES ANY ACTION PURSUANT TO THIS SECTION, IT SHALL HAVE NO LIABILITY TO YOU OR ANYONE CLAIMING BY OR THROUGH YOU. Nothing herein shall preclude WPWizard from pursuing other remedies available by statute or otherwise permitted by law.
The “Term” will refer to the time period between the Service Commencement Date, and the date your service is terminated. Commonly referred to as “No Contract”, services are offered on a cancel anytime basis.
You may cancel service at any time by following our published cancellation procedure. Your service will cancel/terminate within 3-4 days after following this procedure. This will allow you some time to gather your files and transfer your service before the site is removed from our system.
WPWizard shall not be compelled to issue a refund, pro-rated or otherwise for any reason. WPWizard reserves the right to issue a refund on a case-by-case basis at WPWizard’s sole discretion.
Does not apply. See Term Above.
Termination for Breach
Without limiting WPWizard’s rights to suspend the Services, WPWizard may terminate this Agreement in the event of a material breach by you upon no less than fifteen (15) days prior written notice and opportunity to cure such material breach. Notwithstanding the foregoing, WPWizard may terminate this Agreement immediately if you violate the Acceptable Use Policy, whether or not you subsequently cure such violation.
Expiration of termination of this Agreement shall not relieve your requirement to pay Fees for Services provided prior to the effective date of termination.
Changes to Service
Any changes to the Services requested by the Client during the Term of this Agreement will result in a new Service Order and new agreement. Any unused payments under this Agreement shall be credited toward the new agreement.
WPWizard may from time to time conduct routine tests, maintenance, upgrade or repair any part of the network, and WPWizard shall use commercially reasonable efforts to give you prior notice thereof. You acknowledge that there may be instances where it is not practicable for WPWizard to give advance notice of a disruption, for example, in the event of an emergency, and WPWizard shall be entitled to disrupt the Services to conduct restoration and remedial works without prior notice.
Each party will safeguard and keep confidential all Confidential Information of the other and will return the other’s Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post-termination rights under this Agreement. Each party agrees to safeguard the other’s Confidential Information using measures that are equal to the standard of performance used by the Non-Disclosing to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. Neither party will use any Confidential Information of the other party for any purpose except to implement its rights and obligations under this Agreement and as otherwise expressly contemplated by this Agreement; provided, however, that if any party or its representatives is requested or required to disclose any Confidential Information by a subpoena or court order, that party will promptly notify the other party (unless prohibited by such subpoena or order) of such request or requirement so that the other party may seek an appropriate protective order or other appropriate relief and/or waive compliance with provisions of this Agreement, and if, in the absence of such relief or waiver hereunder, any party or its representative are, in the opinion of its counsel, legally compelled to disclose Confidential Information, then that party may disclose so much of the Confidential Information the person compelling disclosure as is, according to such opinion, required, without liability hereunder.
Limitation of Liability
EXCEPT FOR A PARTY’S BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT:
EACH PARTY’S AND ITS LICENSOR’S CUMULATIVE LIABILITY TO THE OTHER PARTY AND ALL OTHER PARTIES FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU DURING THE PERIOD OF THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED OR THE PRO-RATA EQUIVALENT IF THE RECURRENCE PERIOD IS ANNUAL. EXCEPT TO THE EXTENT SET FORTH IN THE SERVICE LEVEL AGREEMENT, WPWizard SHALL HAVE NO LIABILITY SHOULD THERE BE ANY DELAY IN THE PROVISION OF THE SERVICE.
NEITHER PARTY OR ITS LICENSORS SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR ANY DATA SUPPLIED THEREWITH OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES, EVEN IF WPWizard HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCE SHALL WPWIZARDASSUME ANY LIABILITY OR RESPONSIBILITY TO YOU FOR SUSPENSION OF SERVICE TO THE EXTENT PERMITTED BY THIS AGREEMENT.
WPWizard shall defend, indemnify and hold you, your affiliates or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions, losses and expenses (including, but not limited to, reasonable attorneys’ fees and fees of experts) (collectively, “Losses”) arising out of any threatened or actual claim, suit, action, arbitration or proceeding (collectively, “Claims”) by any third party arising out of or relating to (i) WPWizard’s breach of confidentiality or gross negligence or willful misconduct or (ii) a claim that the Services as provided by WPWizard under this Agreement infringe upon the United States patent or copyright or other intellectual property right of a third party; provided that (a) you give WPWizard prompt written notice of the claim, (b) you permit WPWizard sole control over the defense and settlement of the claim and (c) you reasonably cooperate with WPWizard in the defense and or settlement of the claim.
You shall defend, indemnify and hold WPWizard, its affiliates or any of its respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to (i) your gross negligence or willful misconduct or (ii) your use of the Services in violation of the Acceptable Use Policy or the law; provided that (a) WPWizard gives you prompt written notice of the claim, (b) WPWizard permits you sole control over the defense and settlement of the claim and (c) WPWizard reasonably cooperates with you in the defense and or settlement of the claim. Your obligation under this Section 15 include claims arising out of acts or omissions by your employees, Users and any other person who gains access to the Services as a result of your failure to use reasonable security measures.
Ownership of Intellectual Property; Software; Hardware and IP Addresses
Each of us shall retain all right, title and interest in and to each party’s respective intellectual property rights, including without limitation, all patents, inventions, trademarks, copyrights and trade secrets. Any intellectual property used, developed or otherwise reduced to practice in providing the Services to you shall be the sole and exclusive property of WPWizard and/or its licensors, unless we specifically agree in writing otherwise.
You acknowledge and agree that you do not acquire any ownership interest in any of the servers or other hardware used to provide the Services hereunder. Similarly, we do not acquire any ownership interest in the content or data that you store on the servers or transmit via the Services.
You acknowledge and agree that third party software and hardware are used in the provision of Services. Accordingly, you agree to abide by the terms and conditions of any end user licenses or other agreements relating to the use of such hardware or software.
You acknowledge and agree that any IP addresses that WPWizard may assign to you in connection with the Services are registered to and owed by WPWizard and upon any expiration or termination of this Agreement, you agree to release and cease using any such IP addresses.