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General Business Conditions
When you click on these conditions or sign the order to which they are appended, you are concluding an arrangement with WP Engine to render service to you. Nothing in this Agreement between us shall be construed as conferring any right or right to use any of the Materials in this Contract. This Agreement between us shall include these General Conditions, the Order to which they are annexed or referred, the AUP, DPA and Privacy Policies referred to herein, and any other conditions, exhibitions, timetables or supplements referred to by any of the predecessors (collectively, the "Agreement").
This Agreement establishes the sole modalities between the Parties and replaces all prior proposal, agreement, negotiation and other communication, whether in writing or orally, between the Parties in relation to the services provided under this Agreement. In the event of a contradiction between the contractual provisions, the provisions shall apply in the following order of precedence:
1 ) the order, 2) these General Conditions and 3) any conditions added by referring to any of the above provisions. Any material conditions included in your order, order acknowledgment, acknowledgement of delivery, supplier identification site or other transaction documents, forms or notices you provide are invalid and without effect, even if your usual commercial practice requires us to agree to these conditions, e.g. by signing or referring to an invoice.
We will inform you in writing in the case of a substantial amendment. If you continue to use the Services after such updating, this means that you accept them. Should you disagree with the conditions of any amendment, you may cancel the Agreement in accordance with the Termination Section below.
The services will be provided in accordance with the conditions of the contract. Acknowledging that we may hire third party providers to deliver or facilitate items on the Services provided that we are accountable to you for the services of those third party providers as if we had delivered the Services ourselves.
It is your responsibility to use the Services only for their designated purposes in accordance with the Contract, which includes the AUP, and to supply us with all information, aids and material reasonably necessary for our continued supply of the Services. Services provided under the Arrangement may be modified by any appropriate means that constitutes a reciprocal arrangement between the parties, which may include click-through conditions, e-mail, support tickets or your selection on the User Portal.
We may fromtime to time provide substitutions or discontinue support for certain Service Component Features. Such an exchange or termination does not violate this Agreement. Upon requesting or using a beta service, it will be provided AS-IS-based with all errors.
Beta Services are not subject to any SLAs, indemnities, warranties or guarantees. The beta services may be terminated by us at any notice and we make no representations that the beta services will go into operation. Upon the effective date, you shall accept to make payments in accordance with the conditions of your order.
In the absence of stated conditions of pecuniary interest, the full amount of the fee shall be payable in full in anticipation, with the exception of user or over-coverage charges, which shall be charged each month in arrears. 2. In the event that the order provides for a limitation of your use of the services (e.g. number of visitors) and this limitation is breached, you will be liable for such breaches.
Unless you submit a duly completed VAT exempt statement to us, you consent to the payment of all relevant duties (other than those on our income) which we are liable to recover. Prolongation period charges will be calculated at our respective rate, provided that we have informed you of any such increases before the date by which you may unsubscribe from the Prolongation Period.
Charges are to be paid in the currencies indicated in the order and are non-refundable unless specifically indicated. i) impose a penalty on the amount of outstanding credit of less than 1.5% per annum per annum or the limit allowed by current legislation; ii) cease to provide the Services; and iii) cancel the Agreement in accordance with Section 4(b) below.
At the end of the original period, this Agreement shall be extended by consecutive renewal terms corresponding to the immediately previous period, unless either party gives written notice to the other of its intention to extend the Agreement no later than 30 calendar days before the end of the respective applicable period. They can cancel the agreement before the end of the term:
i) if we are in material violation of the Agreement and do not remedy such violation within 10 calendar days of your notification to us; ii) if you give us at least 30 days' written notice; and/or iii) for any other reason specified herein. The contract may be terminated before the end of its term:
i) if you are in material violation of the Agreement and do not remedy such violation within 10 calendar days of our notification to you; ii) if we reasonably believe that your use of the Service will jeopardize or adversely affect our networks or our equipment, violate the law, or impair our capacity to perform Service to our other clients; iii) if you misuse, annoy or threaten any of our staff; iv) if we give you at least 30 days' written notice; or v) for any other reason specified herein.
Following cancellation, you will receive a pro rata refund of any non-used charges payable each year in anticipation for Services beyond the date of cancellation (adjusted for any rebates invalidated as a result of such cancellation and any other amount owed by you). You hereby grant to us, our affiliated companies, third parties and sub-contractors a non-exclusive, fully-funded, royalty-free, fully sublicensable, assignable, world-wide licence to use, reproduce, adapt, publicly display, exhibit, create derivative works from, and disseminate the Customer Content (in whole or in part) exclusively and severely to the fullest extent necessary to make the Services available to you in accordance with the provisions of this Agreement for the duration of the Agreement.
Both we and our licensees own and retain all right, title and interest in the Services and the system and network used to perform such Services, and any and all information created by the system (e.g., service data), changes, enhancements, upgrades, derivatives and any and all IP in and to the above.
With the exception of the explicit permissions given herein, we do not license, expressly or tacitly, any other license to our IP, which includes but is not restricted to our use of any piece of hardware, including software, services and/or product. By providing us with your personal information about the Service, you consent to the provision of such information free of charge. With the exception of the restricted scope in which such feed back contains your confidential information, we are free to use and share such feed back for any purposes without accountancy with you or any other individual, and we own all right, title and interest in and to such feed back and any changes, changes, or upgrades we make to our existing product or service and any new product or service that we create using the feed back you have provided.
Either Party undertakes to maintain the confidentiality of the other Party's sensitive information by keeping and using the sensitive information confidentially and confidentially, exclusively for its authorized use and in the context of the Agreement, and by using the same safeguards as it uses to safeguard its own similar sensitive information, which in no case requires less than appropriate solicitude.
Irrespective of the above, either party may to a lesser degree divulge the other party's Confidential Information to the fullest extent permitted by statute, estoppel or judicial order, incorporating the obligation under current laws on the protection of personal information to notify a supervisor or regulator of any intrusion.
Insofar as feasible, a party shall promptly announce such necessary disclosures and shall co-operate with all appropriate endeavors of the party making the disclosures to minimise or preclude the confidential information from such disclosures. At the end or expiry of the Agreement for any cause, any licence to use the Confidential Information hereunder shall immediately cease and each party shall either surrender or delete all Confidential Information in its possession belonging to the other party or shall maintain the Confidential Information in accordance with the Agreement as long as it is kept as part of that party's usual commercial use.
Unless otherwise provided, either party shall have the right to apply to any forum for an interim restraining order to avoid violation or imminent violation of this Section. Business-critical technological and operating procedures will be implemented to safeguard our in-house network from fraudulent activities and to ensure their safety and reliability.
If we discover that our networks have been compromised and that such compromised activity is affecting your services, we undertake to inform you as soon as possible after we have reviewed the compromised activity and have complied with our statutory duties. It is your responsibility to verify that the Services conform to current statutory norms and otherwise conform to your own safety needs.
By using the Services, you consent to your use of the Services being configured to ensure the safety of the Services and our networks (e.g. by posting demonstrably safe sofware, applying patch and password sharing). It is your responsibility to protect your User Information at all time and you authorise us to assist and receive instructions from any person who may be able to supply your User Information to us.
Either way, you recognize and understand that you are fully liable for the acts and inactions of any person trading with your access data, for any violation of the Agreement by that person, and for any cost, surplus or other obligation arising out of your use of your account, unless such use or inability is a direct consequence of our violation of the Agreement.
If you become suspicious of any breach of the Agreement or any unauthorised use of your User ID or your User ID, you must immediately inform us. We are the controller of all other personally identifiable information that you collect from your staff, clients or end-users, or that is otherwise held, transmitted or otherwise used by any part of the Services.
The parties in all cases shall undertake to respect the conditions and commitments of the DPA throughout the duration of the Agreement. Either party represent and warrants that ( i) it has the right, venue and lawful right to contract and fulfill the commitments and license hereunder; and (ii) it will abide by all statutes and rules governing its performance thereunder.
Either way, you hereby consent to release, hold WP Engine, its affiliated companies, subsidiary companies, subsidiaries or sellers and their respective officers, directors, representatives and staff from and against any and all liability, obligation, loss, damage, penalty, fine, interest or other expense (including appropriate attorneys' fees) arising out of or in any way connected with any third person's claims or demands in relation to your breach of the AUP.
Whilst we offer assistance and will try to resolve any known or detected problems that may impact your backup, you understand that we are not responsible for the completeness of your backup or the lack of successful restoration of your contents to a useable state. Consent to keep a full and exact copy of all Customer content in a place separate from the Services.
other than as explicitly provided in the agreement, no party makes any warranty of any kind, whether express, implied, statutory or otherwise, and wp engine and its licensors disclaim all implied representations.
CONTRARY TO WHAT IS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES ARE PROVIDED AS THEY ARE, AS THEY ARE AVAILABLE AND WITH ALL ERRORS. UNDER NO CIRCUMSTANCES SHALL OUR TOTAL LIABILITIES UNDER OR IN CONNECTION WITH THE AGREEMENT FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT CONFINED TO, THE CONTRACT, TORTIOUS ACT OR ANY OTHER LEGAL THEORY OF LIABILITY) SHALL SURPASS THE AMOUNT OF THE CHARGES YOU HAVE PAID OR OWED US IN THE THREE MONTH PERIOD PRIOR TO THE DATE OF THE AGREEMENT.
UNDER NO CIRCUMSTANCES SHALL WE OR OUR LICENSEES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, NOR FOR ANY COVERAGE OR LOSS OF PROFIT, HOWEVER CAUSED, INCURRED OR IN ANY WAY WHATSOEVER IMPLIED BY THE AGREEMENT, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POTENTIAL FOR SUCH DAMAGE.
Restrictions in this section do not affect to the maximum degree permitted by current laws or your obligation to pay for the services provided. No party may transfer the Agreement in whole or in part without the other party's previous agreement in writing, except in the case of a business combination, reorganisation, asset disposal or similar operation.
If the latter is the case, the contracting partner shall notify it as soon as possible and without unreasonable delays. This agreement shall be legally binding on all authorised successor and assignee undertakings. Nothing in this Agreement shall be construed to be our breach of any provision of this Agreement or any breach of any provision of this Agreement by reason of any delays, failures or interruptions in the provision of the Services resulting directly or indirectly out of any circumstance beyond our reasonable control, which includes force majeure, acts of public or private character, civil commotion, action of law, strike, fire, law, regulation, government action, non-availability of third parties' networks and/or breakdown of telecommunications equipment.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard whatsoever to the legal form of such agreement. You may not bring a lawsuit as a class-action lawsuit, and you may not bring any lawsuit that arises out of this Agreement as a member of a class-action lawsuit or general civil suit.
United Nations Convention on Contracts for the International Sale of Goods does not regulate the contract. EVERY PARTY WILL WAIVE ANY RIGHT TO A SWORN ACTION IN RELATION TO ANY CLAIM OR LITIGATION ARISING IN ANY WAY FROM OR RELATED TO THE AGREEMENT. Irrespective of any determination of Governing Jurisdiction, the Tribunal shall not be entitled to grant any compensation, remedy or arbitration decision that is contrary to this Agreement.
They can unsubscribe from this arrangement to mediate. When you do so, neither party may request that the other party take part in a dispute resolution procedure. In order to withdraw, you must inform us in writing within 30 calendar days of the date on which you first become a party to this Rules of Conciliation at the following address:
Your must provide your bank name, your postal and telephone addresses and a clear explanation that you wish to unsubscribe from this dispute resolution arrangement. In the event that you decide to exit or this section is found not enforceable for any cause, any dispute shall be settled as provided in the Settlement. Parties may manifest that they have established a commercial relation and may add the other party's name and emblem to listings of their particular customer or vendor (as the case may be), unless otherwise provided for in any use policy relating to either party's marks and unless either party misrepresents the manner of the real relation between them.
In particular, without restricting the universality of the above, neither party may reveal or promote other particulars of the Agreement or use the other party's name, emblem or trade marks in conjunction with any products or services incorporating or similar to any products or services offered by the other party.
No party may impersonate a retailer or affiliate of the other or any other similar name unless it grants a separate executory arrangement to that licence or agency. Every term of the Contract that is deemed unlawful or non-enforceable in any court of competent jurisdication shall, if possible, be valid only to the fullest degree of such unlawfulness or non-enforceability and shall not override the remainder of the terms of the paragraph or the Contract.
The unlawful or non-enforceable clause shall be adapted as far as possible to take account of the intention of the parties. Every term of the Agreement that provides for fulfillment or compliance after completion or expiry of the Agreement (including but not limited to non-disclosure, limitations of liabilities and indemnification) shall remain in effect after completion or expiry and shall remain in full effect and effect.
The Agreement has no third-party beneficiary. No part of the Agreement may be considered or interpreted as constituting a formation of a common enterprise or association between the parties. Neither of the parties is authorised under the Contract to act as an attorney, officer or statutory guardian of any other of the parties. None of the parties is authorised to make any representation, claim or warranty of any kind on the other' side or on the side of its affiliated companies, representatives, sub-contractors, licensors or third parties.
Failure by either party to enforce or delay any right, remedy and/or authority specified in the Arrangement shall not be deemed a waiver of such right, remedy or authority, whether under the Arrangement or by operation of statute or equitable process. "The term "agreement" has the meanings given in Section 1(a). "Betas Services" means all Activities that we clearly and unambiguously refer to as Betas Activities.
The Beta Services may be at an early stage of trial or deployment, are not endorsed for productive use, and are defeated by supplemental exclusions of liability and restrictions as described in the Agreement. "Sensitive information" means information divulged, directly or indirectly, by one Party to the other, in writing, verbally or through inspections of material items which, by reason of their particular identity or description, the conditions under which they are divulged or the type of information itself, are reasonably to be regarded as sensitive.
i) is generally known or available to the general public without the recipient Party violating the Agreement; ii) is lawfully divulged to the recipient Party without limitation as to continued use or disclosure; a) is lawfully exploited by the recipient Party without use or referral to the confidential information of the divulging Party, as evidenced by documentation and other relevant supporting documentation in the recipient Party's possession, regardless of the recipient Party.
Sensitive Information is and shall continue to be the sole and exclusive ownership of the party making such disclosure (or its Licensor, if applicable), and no other right in the Sensitive Information is conferred except as specifically provided in the Agreement. "Client ", "You" or "Your" means the Company that enters into this Agreement with WP Engine regarding the measures taken by its authorised agent.
"Client Content" means the text file, image, photo, video, sound, or other material or work of an author owned by you or your end user that you store within the Services, other than client data. "Client Data" is the information we gather from you about your accounts in order to perform the Services.
"First Running Time" means the Running Time specified in the Purchase Order. "Order " means the order forms or on-line transactions describing the Services and containing these General Conditions. "Party" means either Customer or WP Engine; "Parties" means Customer and WP Engine. "Extension period" means any further period after the original period.
"Service " means the provision of hosted, supported and other related service to you as described in the Order. "Duration " means the total of the initial duration and all renewal conditions. "Third Third-Party Services " means certain third parties' goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' services" means certain third parties' goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' services" means goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' services" means goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' goods or unlicensed third parties' goods.
There is no ownership of any third party service and we do not accept any responsibility, even if we may have given you restricted assistance or consultation with respect to such use.