Terms of Service
These terms of service (“Terms”) are a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and ManageWP, LLC, which operates the ManageWP (“ManageWP”) online services available at www.managewp.com. (You and ManageWP each a “Party” and collectively the “Parties”). These Terms govern your use of any ManageWP online services (“Services”), the ManageWP website and any subpages (“Site”), the client software distributed with this Agreement and any other software provided by ManageWP, including any updates and any accompanying written documentation (collectively the “Software”). The Software, the Site and the Services may be referred to as the “Products.” By clicking the “I AGREE” or similar button, or using any Products, you agree to these Terms. If you do not agree to these Terms, then do not indicate acceptance and do not use the Products. If you agree to these Terms on behalf of a legal entity, you represent that you have the authority to bind that legal entity to these Terms.
DESCRIPTION OF THE SERVICE
ManageWP is a WordPress management console, managing virtually any number of WordPress sites including management, monitoring, backup, deployment, publishing and security tools.
1. Account & Fees
1.1 You must register with ManageWP to use the Services, and you agree to keep your registration information accurate, complete and up-to-date as long as you continue to use the Services. ManageWP currently offers a free account with limited functionality (“Free Account”), and various fee-bearing accounts offering feature enhancements (“Paid Accounts”).
1.2 Our charges to provide the Services to Customer are set out on the Order (“Fees”). Fees applicable to any renewal Term will be at our then-current rates, provided that we have notified Customer that an adjustment will take effect at the time of renewal prior to the date by which Customer may opt out of the applicable renewal.
1.3 If you sign-up for a Paid Account, you agree to pay the fixed subscription and variable usage-based fees, if any, for the account type you have selected and agree to any applicable restrictions and quotas, including the number of websites you are allowed to integrate with our Products. If you exceed any quota allocated to your account, you agree that ManageWP may upgrade you to another type of account with a higher quota or may restrict your usage if you fail to upgrade. If you use a credit card for payment, you authorize ManageWP to automatically renew your subscription and charge the then-current renewal fees to the credit card associated with your account unless you notify ManageWP in advance that you do not want your subscription renewed. You may cancel your subscription prior to the next billing date to avoid future charges. Service will continue until the end of the current billing period, but no service fees will be refunded.
1.4 If you have signed up for a ManageWP Paid Account, any discounts agreed upon with your order will be honored throughout the period specified of your license. Any life-time discounts that have been applied to your account will remain in effect for as long as you maintain a Paid Account that remains in good standing with ManageWP and does not violate these Terms. If the account owner fails to pay for services within ten days of the payment due date or discontinues Paid Account services, any and all discounts applied to the user’s account forfeits their life-time discounts and the life-time discount will no longer apply. Unless otherwise stated on the Order or herein, Customer will be charged the Fees beginning on the Effective Date.
2.1 ManageWP offers refunds on a case-by-case basis. Refunds are issued if you request a refund before the end of your subscription period. Refunds will not be issued for Products already used. If you are interested in a refund, contact ManageWP immediately to avoid additional fees. For monthly subscriptions to Paid Accounts, refunds are prorated based upon the number of unused days of service that Products were used for that monthly period.
2.2 For annual subscriptions, refunds are prorated based upon the number of unused months of service that Products were used. For biennial subscriptions, refunds are prorated based upon the number of unused months and the cost of the first year of of service that Products were used. If you took the annual plan, the refund will be based on the price for the monthly plan for months used so far. If you took biennial plan, the refund will be calculated based on the prices for yearly plan for one full year and monthly plan for the remainder of months used.
2.3 If your Paid Account or Enterprise Account is in violation of these Terms, refunds will not be issued.
3. Term & Termination
3.1 These Terms, and any posted revisions, remain in effect as long as you continue to maintain an account or use the Services. You may terminate your account at any time, for any reason, by following the instructions on the Site and discontinuing use of the Products. If you have a Free Account, ManageWP may terminate your account and these Terms immediately and without notice if your computer fails to access the Services for more than thirty (30) days or you fail to comply with these Terms.
3.2 If you have a Paid Account, ManageWP may terminate your account and these Terms immediately and without notice if you fail to renew your subscription, fail to pay any fees or invoices after ten days when due, or otherwise fail to comply with these Terms. On termination or expiration of your account or these Terms, you will no longer have the right to continue to use the Software and the Services, and you will no longer be able to access and restore your backup data. Also, you specifically agree that ManageWP has no obligation to provide you or anyone else with a copy of your backup data and may automatically purge your backup data from ManageWP systems.
4. Passwords & Security
4.1 You are responsible for keeping your passwords secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your user names and accounts, including any sub-accounts. You must notify ManageWP immediately of any unauthorized use of your accounts or any other security breach related to the Service. If ManageWP determines that a security breach has occurred or is likely to occur, ManageWP may suspend your accounts and require you to change your user names and passwords.
5. External Links
ManageWP may provide access to resources and links to other websites. When you access a non-ManageWP website, even one that may contain the ManageWP logo, you leave the ManageWP Website and understand that it is independent from ManageWP, and that ManageWP has not reviewed nor is it responsible for the content of any linked websites. ManageWP makes no representations whatsoever about such resources or other websites. The inclusion of any link to a website does not imply endorsement by ManageWP of the website or their entities, products, or services. All warranties, conditions or other terms express or implied as to any such linked website, including without limitation as to accuracy, ownership, validity or legality of any content of a linked website, are hereby excluded. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.
6. International Use
ManageWP makes no representation that the Content on the Website is appropriate or available for use in locations outside the United States. Access to the Website from countries or territories where such access is illegal is prohibited. Those who choose to access this Website outside the United States do so on their own initiative and are responsible for compliance with local laws.
7. Changes to the Service and Terms
ManageWP reserves the right at any time to modify, suspend, or discontinue providing the Service, in whole or in part. In the event ManageWP anticipates that any such action will significantly affect your use of the Service in a negative way, ManageWP will endeavor to provide you with advance notice by email, an in-client message or by posting relevant information on the Site.
ManageWP reserves the right to modify these Terms at any time, and each such modification will be effective upon posting on the Site. All material modifications will apply prospectively only. Your continued use of any Products following any such modification constitutes your agreement to be bound by the modified Terms. To stay informed of any changes, please review the most current version of these Terms posted on the Site. If you do not agree to be bound by these Terms, you must stop using the Products immediately.
8. User Indemnity
You agree to defend, indemnify, and hold ManageWP, its suppliers, resellers, partners, and their respective affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable attorney fees and costs, in connection with:
- your use of the Products;
- your violation of these Terms;
- your violation of any third party right, including any intellectual property right; or
- any claim that use of your data caused damage to a third party.
This indemnity obligation will survive the termination or expiration of your account and these Terms.
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON MANAGEWP OR ITS AFFILIATES (AS DESIGNED BELOW), ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR MANAGEWP AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. MANAGEWP DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MANAGEWP AND ITS SUPPLIERS DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY MANAGEWP OR ANYTHING RELATED TO MANAGEWP, YOU MAY CLOSE YOUR MANAGEWP ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THIS AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. MANAGEWP IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH MANAGEWP TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON OUR WEBSITES MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. MANAGEWP DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, MANAGEWP DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION BY OTHERS. MANAGEWP DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. MANAGEWP DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, MANAGEWP DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE MANAGEWP SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
10. Limitation of Liability
LIMITATION OF LIABILITY. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. Neither ManageWP nor any of our subsidiaries, affiliated companies, suppliers, employees, shareholders, or directors (“Affiliates”) shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee that you paid for the Services, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Services or any of the content or other materials on, accessed through or downloaded from the Site. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, or (2) ManageWP knew or should have known about the possibility of such damages.
11. Dispute Resolution
This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Virginia regardless of your country of origin or where you access ManageWP or the Site, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and ManageWP agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in the Commonwealth of Virginia, except as otherwise agreed by the parties. You and ManageWP agree to submit to the personal jurisdiction of the courts located within the Commonwealth of Virginia for the purpose of litigating all such claims. Notwithstanding the above, you agree that ManageWP shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected in any way.
12.2 Entire Agreement
You agree that these Terms constitute the entire, complete and exclusive agreement between you and ManageWP regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other ManageWP services, third-party content or third party software.
12.3 Injunctive Relief
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
You may not assign or delegate any rights or obligations under these Terms. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, ManageWP for any third party that assumes our rights and obligations under these Terms.
Users with questions about these Terms may contact ManageWP via e-mail at: firstname.lastname@example.org
Last revised: October 23, 2014