PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
By using the WPien Services, you agree to our Terms of Service mentioned in this page. If you do not accept these Terms, do not make a purchase, access, or use the WPien Services in any way.
- WPien.com (hereinafter, “WPien,” “we,” “us,” or “our”) provides managed WordPress hosting and managed WooCommerce services, software, and support through our website, and other related applications, services, and personnel (collectively, the “Services”). The websites created and managed by our Clients through our Services are collectively referred to herein as “Client Websites”. The third-party visitors of Client Websites are referred to herein as “End Users”.
- These Terms of Service (“Terms” or “Agreement”) form a binding legal agreement between WPien and any person or organization who purchases, accesses, or uses the Services (“Client”, “you”, or “your”). You represent, warrant, and agree (a) that you have the full power and authority to enter into and perform under these Terms, or (b) if you are using our Services on behalf of an organization, entity, or group that you are authorized to accept these Terms on such organization’s, entity’s, or group’s behalf.
- Updates to the Terms. We reserve the right to make changes to these Terms at any time in our sole discretion. If we make changes to these Terms, we will provide notice of such changes by revising the date at the top of these Terms. Your continued use of our Services following notification of changes will constitute your acceptance of such changes. Please periodically review these Terms and check for any updates.
2. Eligibility and Client Account
- In order to access and use the Services, you must first order a management plan with WPien (the “Account”). You must be at least eighteen (18) years of age, or any higher minimum age in the jurisdiction where you reside, to register an Account or access or use the Services.
- By registering for an Account, you agree to (a) provide accurate, truthful, current, and complete information; (b) maintain and promptly update your Account information upon any changes; (c) maintain the security of your Account by protecting your password and restricting access to your Account; (d) promptly notify WPien if you discover or otherwise suspect any security breaches or unauthorized access related to the Services; (e) take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account; and (f) not open multiple Accounts or Service plans in order to bypass any restrictions or overage charges set forth by WPien.
- If there is a dispute about the ownership of an Account, we reserve the right to investigate and determine ownership of the Account based on our reasonable judgment.
3. Fees and Payment
- Client shall timely pay all required fees as determined by WPien in its sole discretion (the “Fees”) by a valid payment method (e.g., credit card). You acknowledge and agree that on a monthly or annual basis (a) your Account will be automatically renewed, and (b) Fees will be automatically charged to the valid payment method you provided. To avoid automatic payments and renewal, you may cancel your Account pursuant to Section 10 below.
- If you fail to timely pay your Fees, WPien may terminate or suspend your Account and the Services pursuant to Section 10. Disputed charges or chargebacks associated with any Account may, at WPien’s discretion, result in suspension or termination of the Services.
- If you use the Services for or on behalf of your own third-party customers to design, build, or manage Client Websites, you remain fully responsible for all payments of Fees in connection with your Account, even if your own customers fail to make payment to you.
- Fees are stated in U.S. Dollars and, except as otherwise indicated at checkout, do not include any taxes (such as value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities. You are responsible for paying any such taxes, and you agree to indemnify and hold WPien harmless from and against any liabilities, interest, penalties, or fees assessed against WPien arising from your failure to pay any such taxes.
- WPien reserves the right to change its Fees at any time, upon prior advance notice to you. If you do not agree to a Fee change, you may cancel the Services without incurring the changed Fee, but no refund will be payable from any Fees you previously paid.
- If you received a promotional Fee or free trial, WPien will automatically renew your Account and charge your payment method at the standard (i.e., non-promotional) Fee upon expiration of the promotional or free trial period.
4. Client Content
- WPien may enable you and End Users to post, import, upload, store, share, send, display, or otherwise transmit text, data, information, code, software, domain names, materials, designs, photos, images, video, music, logos, or any other content to or through the Services for the purpose of creating, managing, and operating your Client Website (collectively, the “Client Content”).
- You are fully responsible for and retain all rights to and ownership of your Client Content, including your Client Websites. WPien does not – and cannot – warrant or guarantee the security of Client Content. You will provide WPien with Client Content in a form requiring no processing or modification by WPien. You are also obligated to provide all notices to, and obtain and maintain any consents from, any person, including End Users, as required by applicable law or regulation in connection with Client Content.
- For the sole and limited purpose of providing you the Services, you hereby grant to WPien a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to access, use, copy, modify, publicly display, publicly perform, reproduce, translate, create derivative works from, and distribute Client Content, in whole or in part.
- You represent, warrant, and agree that Client Content shall not (a) infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, confidentiality, moral, or privacy right, or any other proprietary or intellectual property right; (b) violate or promote the violation of any law; (c) be defamatory, fraudulent, false, misleading, or deceptive; (d) constitute spam, phishing attempts, “chain letters”, “pyramid schemes”, or similar unethical marketing or advertising; (e) be pornographic, vulgar, exploitative of children, or otherwise obscene; (f) include sex/adult-themed products, services, or other material; or (g) promote violence, discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group.
- WPien has no obligation to monitor, validate, correct, or update Client Content in any way. WPien may, in its sole discretion, alter, remove, or refuse to display any Client Content that is in violation of these Terms.
5. Client Submissions
- Separate and apart from Client Content, we welcome questions, comments, suggestions, and ideas about WPien and our Services (“Submissions”). If you provide a Submission, whether by email or otherwise, you agree that it is non-confidential (unless we state otherwise in writing) and shall become the sole property of WPien.
- WPien shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise. You agree that WPien is not obligated to provide acknowledgment or compensation to you in exchange for Submissions.
6. Client Conduct and Acceptable Use
- Do not transmit any information to or about WPien or its other Clients, End Users, employees, or representatives that is considered, in WPien’s sole determination, to be demeaning, harassing, hurtful, abusive, derogatory, insulting, defamatory, false, misleading, or otherwise offensive.
- You are responsible for and must provide all telephone, computer, hardware, internet connections, and any other equipment and services necessary to access the Services.
- You agree not to perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the Services: (a) use, display, mirror, or frame the Services or any individual element within the Services; (b) access or tamper with non-public areas of the Services; (c) test the vulnerability of any WPien system or breach any security or authentication measures; (d) circumvent any measure implemented by WPien or any third party to protect the Services; (f) modify, decompile, disassemble, reverse engineer, tamper with, or attempt to derive the source code of any part of the Services; (g) interrupt, damage, destroy, or limit the functionality of the Services; or (h) host, upload, or in any way transmit malware, viruses, or any other malicious code or activity (“Malicious Code”).
- Clients who unintentionally or inadvertently host Malicious Code in connection with the Services shall cooperate with WPien to promptly remove the Malicious Code. If Malicious Code is determined by WPien to have been migrated unintentionally as part of a website migration performed by the Client, the Client shall be afforded the opportunity to promptly remove the Malicious Code.
- If the Client fails to promptly remove the Malicious Code as directed by WPien, the Malicious Code shall be removed by WPien, and a $100.00 removal fee shall be charged to Client and paid through Client’s default payment method (including auto payment).
You agree to cooperate with WPien in ensuring that resource utilization is
accurately measured. Do not overburden the Services or place excessive
burdens on any CPUs, servers, or other resources used in connection with
- Do not use excessive bandwidth or data transfer. If your Services are unmetered, and your use of them exceeds the use of the Services by similarly situated customers, we may offer to move you to a metered plan. If you refuse to move to a metered plan, we may place restrictions on your use of the Services until your use corresponds with that of similarly situated Clients.
- If the Service plan to which you subscribe sets out an amount of data transfer or number of visits, you agree not to exceed this amount. If you exceed this amount, and we choose not to limit your use of the Services, your data transfer or visits over the contracted amount will be billed at our then-current rate.
- If the Service plan to which you subscribe sets out an amount of disk space, you agree not to exceed this amount. If you exceed this amount, we may notify you via email and then upgrade your subscription to a plan which includes sufficient disk space.
- Do not use or provide open proxies or Internet Relay Chat. Additionally, you may not use the Services for video streaming.
7. Copyright and Infringer Policy
- In accordance with the Digital
Millennium Copyright Act (“DMCA”) and other applicable law, WPien has adopted a
policy of terminating, in appropriate circumstances and in WPien’s sole
discretion, users who are deemed to be repeat infringers of other’s copyrighted
property. WPien may also, in our sole discretion, limit access to the Services
and/or terminate the Accounts of any Clients who we believe may infringe any
intellectual property rights of others, whether or not there is any repeat
- If you believe that anything on the Services infringes upon any copyright which you own or control, you may file a notification of such infringement by email to us. legal@WPien.com
- Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
9. Third-Party Services
- The Services may display or permit linking or other access to or use of third-party content, promotions, websites, apps, services, and resources (collectively “Third-Party Services”) that are not under WPien’s control. Third-Party Services are available only as a convenience to you, and we are not responsible for the products, services, or other content that are available from Third-Party Services. You acknowledge that any Third-Party Services that you use in connection with the Services are not part of the Services and are not controlled by WPien, and you take sole responsibility and assume all risk arising from your interaction with or use of any Third-Party Services.
- If you are in breach of these Terms or any other policies, terms, or agreements WPien has in place from time to time, WPien may, immediately and at our option (a) terminate your access to the Services and your Account and/or (b) suspend your access to the Services and/or your Account. In either of these instances, you are not permitted to register for another Account or access the Services without our prior written permission.
- The Services and these Terms may be terminated by either party for convenience by giving the other party fourteen (14) days prior written notice. WPien will accept termination by support ticket submitted on the ticket system.
- Upon any termination, expiration, discontinuance, or suspension of these Terms or the Services, any provision that, in order to give proper effect to its intent, should survive the termination, expiration, discontinuance, or suspension of these Terms or the Services, will survive such termination, expiration, discontinuance, or suspension of these Terms or the Services.
11. DISCLAIMER OF WARRANTIES
EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WPIEN HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WPIEN MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
12. LIMITATION OF LIABILITY
- NEITHER WPIEN, ITS OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, AFFILIATES, SUPPLIERS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR LOSS, THEFT OR DESTRUCTION OF DATA OR CLIENT CONTENT, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WPIEN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- IN NO EVENT WILL WPIEN’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED (A) THE AGGREGATE AMOUNT OF FEES PAID OR OWED BY YOU TO WPIEN DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO WPIEN, AS APPLICABLE.
- THE EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WPIEN AND YOU.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE LIMITATIONS OF SECTIONS 11 AND 12 WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY LAW.
- You agree to defend, indemnify, and hold harmless WPien (and each of our owners, officers, directors, employees, agents, contractors, licensors, and affiliates) (collectively the “WPien Indemnitees”) from and against any and all losses, costs, expenses, damages, injuries, and/or liability of any kind, including attorney’s fees, that a WPien Indemnitee may incur or suffer as a result of any claims, suits, proceedings, or investigations asserted or commenced by any third party, which arise out of or are in any way connected with (a) your access or use of, or conduct in connection with, our Services; (b) Client Content, Client Websites, or Submissions; (c) your breach or alleged breach of these Terms; or (d) your violation of any law or the rights of another.
- We reserve the right, in our sole discretion, to control any action or proceeding, including selection of counsel, and determine whether we wish to settle it, and if so, on what terms, in which event you will cooperate with us in asserting any available defenses.