Terms

Terms & Conditions

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These terms of service (“Terms”) are a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and Magrill Investments Ltd and Ezy-Sites who operate the MaintainWP (“MaintainWP”) online service. These Terms govern your use of any MaintainWP online services (“Services”), the MaintainWP website (“Site”), the client software installed on your website and any other software provided by MaintainWP, including any updates (“Software”). Collectively, 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.

Account & Fees

You must subscribe to MaintainWP to use the Services. You agree to keep your subscription complete and up-to-date as long as you continue to use the Services. You agree to advise MaintainWP if you wish to terminate the agreement or if the administrator username or password for your website is changed.

You agree to pay the fixed subscription and any variable usage-based fees that may apply for the provision of additional services, if applicable. 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.

Any discounts provided at time of placing your order will be honored throughout the period of your subscription. Any life-time discounts that have been applied to your account will remain in effect for as long as your account remains in good standing 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 the Service, any and all discounts applied to the user’s account forfeits their life-time discounts and the life-time discount will no longer apply.

Refunds

Refunds will not be provided to account owners making monthly subscriptions or for Products already used or Services already provided.

For annual subscriptions, refunds are prorated based upon the number of complete unused months that Products were used or Services provided. The refund will be based on the price of monthly subscriptions for months where Products have been used or Services provided.

If your Account is in violation of these Terms, refunds will not be issued.

Passwords & Security

You are responsible for keeping your website passwords secure. You are solely responsible for any activity that occurs under your user names and accounts. If MaintainWP determines that a security breach has occurred or is likely to occur, you authorize MaintainWP to change your user names and/or passwords and advise you accordingly.

Privacy Policy

You agree that MaintainWP’s collection, use and disclosure of your personal information, backup data or any other data will be governed by MaintainWP’s Privacy Policy, which is incorporated into these Terms by reference, and is available in its entirety here: Privacy Policy

Use of Services & Software

Subject to these Terms, MaintainWP grants you a limited, non-exclusive, non-transferable and revocable license to use the Services and Software. You acknowledge that certain third party code may be provided with the Software and that the license terms accompanying that code will govern its use.

You acknowledge that MaintainWP or third parties own all right, title and interest in and to the Products, including all intellectual property rights. Except for the license granted in these Terms, MaintainWP and its licensors retain all rights in the Products, and no implied licenses are granted to you.

User Indemnity

This indemnity obligation will survive the termination or expiration of your account and these Terms. You agree to defend, indemnify, and hold MaintainWP, 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:

  • 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 backup data caused damage to a third party.

Changes to The Service & Terms

MaintainWP reserves the right at any time to modify, suspend, or discontinue providing the Service, in whole or in part, without notice. While not obligated to do so, MaintainWP will use commercially reasonable efforts to notify you of any such action by sending you an e-mail or by posting relevant information on the Site. MaintainWP 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.

Term & Termination

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 discontinuing use of the Products and cancelling you payment subscription. MaintainWP 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. Also, you specifically agree that MaintainWP has no obligation to provide you or anyone else with a copy of your backup data and may automatically purge your backup data from MaintainWP systems.

Disclaimer of Warranties

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU. YOU SPECIFICALLY AGREE THAT YOUR USE OF THE PRODUCTS IS AT YOUR SOLE RISK, AND THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MAINTAINWP, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, MAINTAINWP, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE PRODUCTS WILL BE ACCURATE OR RELIABLE; AND (D) ANY DEFECTS OR ERRORS IN THE PRODUCTS WILL BE CORRECTED. ?ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE PRODUCTS ARE NOT INTENDED OR SUITABLE FOR USE IN APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

Limitation of Liability

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.? YOU SPECIFICALLY AGREE THAT MAINTAINWP, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY YOU ARE SEEKING DAMAGES AGAINST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCTS OR IN ANY WAY RELATING TO THE PRODUCTS.?YOU AGREE THAT THE AGGREGATE LIABILITY OF MAINTAINWP, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES FOR ANY AND ALL CLAIMS IN CONNECTION WITH THE PRODUCTS IS LIMITED TO THE AMOUNT PAID FOR THAT ACCOUNT DURING THE ONE (1) YEAR PERIOD BEFORE THE RELEVANT CLAIM. YOU SPECIFICALLY AGREE THAT THIS DAMAGES LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MAINTAINWP.

General

These Terms and the relationship between you and MaintainWP will be governed by the laws of New Zealand, excluding its conflicts of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in Auckland, New Zealand, to resolve any dispute or claim arising from these Terms. As to intellectual property rights, you specifically agree that MaintainWP may file an action in any jurisdiction to protect or enforce its rights. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. These Terms constitute the entire agreement between you and MaintainWP and completely replace any prior agreements between you and MaintainWP in relation to the Products. If any part of these Terms is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. The failure of MaintainWP to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to this agreement. You agree that any claim or cause of action related to these Terms or the use of the Products must be filed within one (1) year after the cause of action arose or be forever barred.? You may not assign or transfer any of your rights or obligations under these Terms to a third party without the prior written consent of MaintainWP. MaintainWP may freely assign this Agreement.

Contacting MaintainWP

Users with questions about these Terms may contact MaintainWP via e-mail at: support@MaintainWP.com

Last revised: April 24, 2012

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